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As filed with the Securities and Exchange Commission on March 26, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COR THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 94-3060271
(State of Incorporation) (I.R.S. Employer Identification No.)
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256 EAST GRAND AVENUE
SOUTH SAN FRANCISCO, CALIFORNIA 94080
(650) 244-6800
(Address of principal executive offices)
1998 NON-OFFICER EQUITY INCENTIVE PLAN
(Full title of the plans)
VAUGHN M. KAILIAN
PRESIDENT
COR THERAPEUTICS, INC.
256 EAST GRAND AVENUE
SOUTH SAN FRANCISCO, CALIFORNIA 94080
(650) 244-6800
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
ROBERT L. JONES, ESQ.
JULIE M. ROBINSON, ESQ.
COOLEY GODWARD LLP
FIVE PALO ALTO SQUARE
3000 EL CAMINO REAL
PALO ALTO, CA 94306-2155
(650) 843-5000
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Stock Options and
Common Stock (par
value $.0001) 550,000 shares $8.6563-$8.6919 $4,764,653 $1,406.00
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h). The price per share and aggregate
offering price are based upon (a) the weighted average exercise price for
options granted pursuant to the Registrant's 1998 Non-Officer Equity
Incentive Plan and (b) the average of the high and low prices of
Registrant's Common Stock on March 22, 1999 as reported on the Nasdaq
National Market.
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The chart below details the calculations of the registration fee:
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OFFERING PRICE AGGREGATE
SECURITIES NUMBER OF SHARES PER SHARE OFFERING PRICE
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<S> <C> <C> <C>
Shares issuable pursuant to
outstanding options under the
1998 Non-Officer Equity
Incentive Plan 103,593 $8.6919(1)(a) $900,420
Shares issuable pursuant to
the 1998 Non-Officer Equity
Incentive Plan 446,407 $8.6563(1)(b) $3,864,233
Proposed Maximum Offering Price $4,764,653
Registration Fee $1,406
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INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION
STATEMENT ON FORM S-8 NO. 333-49567 AND
ANNUAL REPORT ON FORM 10-K FOR FISCAL YEAR
ENDED DECEMBER 31, 1998 NO. 000-19290
The contents of Registration Statement on Form S-8 No. 333-49567 filed with
the Securities and Exchange Commission on April 7, 1998 and the Registrant's
Annual Report for fiscal year ended December 31, 1998, filed with the Securities
and Exchange Commission on March 25, 1999, No. 000-19290, are incorporated by
reference herein, with those changes set forth below.
EXHIBITS
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EXHIBIT
NUMBER
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<S> <C>
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1 Power of Attorney is contained on the signature pages.
99.1* 1998 Non-Officer Equity Incentive Plan.
99.2* Form of Nonstatutory Stock Option under the 1998 Non-Officer Equity
Incentive Plan.
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* Incorporated by reference from Registrant's Form S-8 No. 333-49567 filed
with the Securities and Exchange Commission on April 7, 1998.
2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of South San Francisco, County of San Mateo, State of
California, on the 24th day of March, 1999.
COR THERAPEUTICS, INC.
By /s/ Peter S. Roddy
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Peter S. Roddy
Title: Vice President, Finance
(Principal Accounting Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Peter S. Roddy and Laura A. Brege, and
each or any one of them, his true and lawful attorney-in-fact and agents, with
full power of substitution, for him and in his name, as in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Vaughn M. Kailian President, Chief Executive March 24, 1999
- ------------------------------------ Officer and Director
Vaughn M. Kailian (Principal Executive Officer)
/s/ Laura A. Brege Senior Vice President, Finance March 24, 1999
- ------------------------------------ and Chief Financial Officer
Laura A. Brege (Principal Financial Officer)
/s/ Peter S. Roddy Vice President, Finance March 24, 1999
- ------------------------------------ (Principal Accounting Officer)
Peter S. Roddy
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3
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Shaun R. Coughlin Director March 10, 1999
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Shaun R. Coughlin, M.D., Ph.D.
/s/ James T. Doluisio Director March 9, 1999
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James. T. Doluisio, Ph.D.
/s/ Charles J. Homcy Director March 24, 1999
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Charles J. Homcy
/s/ Jerry T. Jackson Director March 24, 1999
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Jerry T. Jackson
/s/ Ernest Mario Director March 24, 1999
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Ernest Mario, Ph.D.
/s/ Robert R. Momsen Director March 24, 1999
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Robert R. Momsen
/s/ Lloyd Hollingsworth Smith, Jr. Director March 24, 1999
- ------------------------------------
Lloyd Hollingsworth Smith, Jr., M.D.
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4
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EXHIBIT INDEX
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EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NUMBER
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<S> <C> <C>
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1 Power of Attorney is contained on the signature pages.
99.1* 1998 Non-Officer Equity Incentive Plan.
99.2* Form of Nonstatutory Stock Option under the 1998 Non-Officer
Equity Incentive Plan.
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* Incorporated by reference from Registrant's Form S-8 No. 333-49567 filed
with the Securities and Exchange Commission on April 7, 1998.
5
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March 24, 1999 Exhibit 5.1
COR Therapeutics, Inc.
256 East Grand Avenue
South San Francisco, CA 94080
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by COR Therapeutics, Inc. (the "Company") of a Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission covering the offering of up to 550,000 shares of the
Company's Common Stock, $.0001 par value (the "Shares"), pursuant to its 1998
Non-Officer Equity Incentive Plan (the "Plan").
In connection with this opinion, we have examined the Registration Statement and
related Prospectus, the Company's Restated Certificate of Incorporation, as
amended, and Restated By-laws, and such other documents, records, certificates,
memoranda and other instruments as we deem necessary as a basis for this
opinion. We have assumed the genuineness and authenticity of all documents
submitted to us as originals, the conformity to originals of all documents
submitted to us as copies thereof, and the due execution and delivery of all
documents, where due execution and delivery are a prerequisite to the
effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Plan, the
Registration Statement and related Prospectus, will be validly issued, fully
paid, and nonassessable (except as to shares issued pursuant to certain deferred
payment arrangements, which will be fully paid and nonassessable when such
deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
COOLEY GODWARD LLP
By: /s/ Robert L. Jones
--------------------------------
Robert L. Jones
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Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1998 Non-Officer Equity Incentive Plan of COR
Therapeutics, Inc. of our report dated January 19, 1999, with respect to the
financial statements of COR Therapeutics, Inc. included in its Annual Report
(Form 10-K) for the year ended December 31, 1998, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
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Palo Alto, California
March 23, 1999
