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As filed with the Securities and Exchange Commission on October 26, 2000
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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DELAWARE 94-3060271
(State of Incorporation) (I.R.S. Employer Identification No.)
256 EAST GRAND AVENUE
SOUTH SAN FRANCISCO, CALIFORNIA 94080
(650) 244-6800
(Address of principal executive offices)
1991 EQUITY INCENTIVE PLAN
(Full title of the plans)
PATRICK A. BRODERICK
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
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.
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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TITLE OF SECURITIES PROPOSED MAXIMUM PROPOSED MAXIMUM
TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED SHARE (1) PRICE (1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock (par
value $.0001) 1,800,000 shares $45.1875 - $58.0625 $103,645,009 $27,365
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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 1991
Equity Incentive Plan and (b) the average of the high and low prices of
Registrant's Common Stock on October 24, 2000 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
1991 Equity Incentive Plan 67,378 $45.1875(1)(a) $ 3,044,644
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Shares issuable pursuant to
the 1991 Equity Incentive
Plan 1,732,622 $58.0625(1)(b) $100,600,365
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Proposed Maximum Offering Price $103,645,009
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Registration Fee $ 27,365
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INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION
STATEMENT ON FORM S-8 NO. 333-31801 AND
ANNUAL REPORT ON FORM 10-K FOR FISCAL YEAR
ENDED DECEMBER 31, 1999 NO. 000-19290
The contents of Registration Statement on Form S-8 No. 333-31801
filed with the Securities and Exchange Commission on July 22, 1997, the
Registrant's Annual Report for fiscal year ended December 31, 1999,
filed with the Securities and Exchange Commission on March 30, 2000 No.
000-19290, the Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2000, filed with the Securities and Exchange
Commission on May 10, 2000 No. 000-19290 and the Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2000, filed with the
Securities and Exchange Commission on August 10, 2000, are incorporated
by reference herein.
EXHIBITS
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<CAPTION>
EXHIBIT
NUMBER
<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 1991 Equity Incentive Plan, as amended.
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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, State of California, on
October 25, 2000.
COR THERAPEUTICS, INC.
By /s/ Peter S. Roddy
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Peter S. Roddy
Title: Senior Vice President, Finance and
Chief Financial Officer
(Principal Financial Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Vaughn M. Kailian and Peter S. Roddy, and
each or any one of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, 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 in connection 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
<S> <C> <C>
/s/ Vaughn M. Kailian President, Chief Executive October 25, 2000
------------------------------------ Officer and Director (Principal
Vaughn M. Kailian Executive Officer)
/s/ Peter S. Roddy Senior Vice President, Finance October 25, 2000
------------------------------------ and Chief Financial Officer
Peter S. Roddy (Principal Financial Officer)
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<S> <C> <C>
/s/ John M. Schembri Director, Finance and Controller October 25, 2000
------------------------------------ (Principal Accounting Officer)
John M. Schembri
/s/ Shaun R. Coughlin Director October 25, 2000
------------------------------------
Shaun R. Coughlin, M.D., Ph.D.
/s/ James. T. Doluisio Director October 25, 2000
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James. T. Doluisio, Ph.D.
/s/ Charles J. Homcy Director October 25, 2000
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Charles J. Homcy
/s/ Jerry T. Jackson Director October 25, 2000
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Jerry T. Jackson
/s/ Ernest Mario Director October 25, 2000
------------------------------------
Ernest Mario, Ph.D.
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EXHIBIT INDEX
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<CAPTION>
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 1991 Equity Incentive Plan, as amended.
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