<PAGE> 1
As filed with the Securities and Exchange Commission on October 1, 1997
Registration No. 33-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act Of 1933
____________
PHARMCHEM LABORATORIES, INC.
(Exact Name of Registrant as Specified in its Charter)
California
(State of Incorporation)
77-0187280
(I.R.S. Employer
Identification No.)
1505-A O'Brien Drive
Menlo Park, California 94025
(Address of Principal Executive Offices)
PHARMCHEM LABORATORIES, INC.
1997 EQUITY INCENTIVE PLAN
(Full Title of the Plan)
____________
David A. Lattanzio
Vice President and
Chief Financial Officer
PharmChem Laboratories, Inc.
1505-A O'Brien Drive
Menlo Park, California 94025
(415) 328-6200
(Name, Address, and Telephone Number of Agent for Service)
_____________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================================
Proposed Proposed
Amount maximum maximum Amount of
Title of securities to be offering price aggregate registration
to be registered registered per share offering price fee
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------
Common Stock, no par value 500,000 shares $2.69(1) $1,345,000(1) $408
================================================================================================================
</TABLE>
(1) Calculated pursuant to Rule 457(h)(i) and Rule 457(c) based on the average
high and low prices for the Registrant's common stock on the NASDAQ Stock
Market on September 25, 1997. Estimated solely for the purpose of
calculating the registration fee in accordance with Rule 457 under the
Securities Act of 1933, as amended.
<PAGE> 2
EXPLANATORY NOTE
As permitted by the rules of the Securities and Exchange Commission (the
"Commission"), this Registration Statement omits the information specified in
Part I of Form S-8.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE
The Registrant incorporates by reference herein the following
documents: (1) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 filed with the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as amended ("Exchange Act"); (2) the
Company's quarterly report on Form 10-Q for the fiscal quarter ended March 31,
1997 filed with the Securities and Exchange Commission under the Exchange Act;
(3) the Company's quarterly report on Form 10-Q for the fiscal quarter ended
June 30, 1997 filed with the Securities and Exchange Commission under the
Exchange Act; (4) all other subsequent reports filed by the Company with the
Securities and Exchange Commission pursuant to Section 13(a) the Exchange Act
(such as Quarterly Reports on Form 10-Q or Current Reports on Form 8-K); and
(5) a description of the Company's common stock contained in the Company's
Registration Statement on Form 8-A dated June 26, 1991, filed pursuant to
Section 12 of the Exchange Act, including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities registered
hereunder have been sold or which deregisters all of the securities offered
then remaining unsold, shall be deemed to be incorporated herein by reference
and to be a part hereof from the date of filing of such documents.
_____________
The financial statements incorporated in this Registration Statement
by reference from the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 filed with the Securities and Exchange Commission under
the Exchange Act have been audited by Arthur Andersen LLP, independent
auditors, as stated in their report, which is incorporated herein by reference,
and have been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.
ITEM 4: DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5: INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6: INDEMNIFICATION OF DIRECTORS AND OFFICERS
(a) Section 317 of the California Corporations Code (the "Code")
gives California corporations broad powers to indemnify their present and
former directors and officers and those of affiliated corporations against
expenses incurred in the defense of any lawsuit to which they are made parties
by reason of being or having been such directors or officers, subject to
specified conditions and exclusions, and authorizes the Company to buy
directors' and officers' liability insurance. Such indemnification is not
exclusive of any other rights to which those indemnified may be entitled under
any bylaws, agreement, vote of shareholders or otherwise.
<PAGE> 4
(b) Article IV, paragraph 2 of the Company's Amended and Restated
Articles of Incorporation ("Articles of Incorporation") authorizes the Company
to indemnify directors and officers of the Company to the fullest extent
permissible under California law. The indemnification authorized by Article
IV, paragraph 2 of the Articles of Incorporation is not exclusive of any other
rights to which those seeking indemnification may be entitled under any
agreement, vote of shareholders or disinterested directors or otherwise, both
as to action in their official capacities and as to action in other capacities
while holding their respective offices. In the event California law is changed
to permit broader rights of indemnification, then the Articles of Incorporation
will automatically authorize the Company to indemnify such persons to the
fullest extent permitted by such law, as so changed, without the need for any
further action by the Company's directors or shareholders.
(c) In accordance with Section 309(c) of the Code, the Articles of
Incorporation provide that the liability of the directors of the Company for
monetary damages shall be eliminated to the fullest extent permitted by law.
(d) Article IV, Section 6.1 of the Company's Bylaws requires the
Company to indemnify each of its directors and officers, to the maximum extent
and in the manner permitted by the Code, against expenses, judgments, fines,
settlements, and other amounts actually and reasonably incurred in connection
with any proceeding, arising by reason of the fact that such person is or was
an agent of the corporation. The indemnification provided by Article IV,
Section 6.1 of the Bylaws is not exclusive of any other rights to which those
seeking indemnification may be entitled under any bylaw, agreement, vote of
shareholders or disinterested directors or otherwise, both as to action in
their official capacities and as to action in another capacity while holding
such respective office to the extent that such additional rights to
indemnification are authorized in the Articles of Incorporation.
(e) The Company has entered into indemnification agreements with
certain of its directors and officers providing for indemnification of such
persons to the fullest extent allowed by law. The Company is required by such
indemnification agreements to advance litigation and related expenses to the
indemnified persons, subject to their undertaking to repay such amounts if it
is ultimately determined that they are not entitled to be indemnified by the
Company thereunder or otherwise.
(f) The Company maintains directors' and officers' liability
insurance covering such persons in their official capacities with the Company
and its subsidiaries.
ITEM 7: EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8: EXHIBITS
3.1 Amended and Restated Articles of Incorporation dated August
21, 1991 (Exhibit 3.1 to the Company's Registration Statement
on Form S-8 [File No. 33-45481])*/
3.2 Bylaws, as amended May 19, 1992 (Exhibit 3.2 to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 1992)*/
5.1 Opinion of Sonnenschein Nath & Rosenthal
23.1 Consent of Sonnenschein Nath & Rosenthal (included in Exhibit
5.1)
23.2 Consent of Arthur Andersen LLP
<PAGE> 5
24.1 Powers of Attorney.
__________________________
* Incorporated by reference.
ITEM 9: UNDERTAKINGS
Rule 415 Offering.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to the Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 ("Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
Provided, however, that paragraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Company with the Commission pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
Incorporation of Subsequent Exchange Act Documents by Reference.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
<PAGE> 6
Form S-8 Registration Statement.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE> 7
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, PharmChem Laboratories, Inc. 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 Menlo Park, State of California, on
September 30, 1997.
PHARMCHEM LABORATORIES, INC.
By: /s/ David A. Lattanzio
------------------------------
David A. Lattanzio
Chief Financial Officer
and Vice President
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/Joseph W. Halligan President and Chief Executive September 30, 1997
- --------------------- Officer (Principal Executive
Joseph W. Halligan Officer)
/s/David A. Lattanzio Vice President and Chief September 30, 1997
- --------------------- Financial Officer (Principal
David A. Lattanzio Financial Officer and Principal
Accounting Officer)
*/s/Richard D. Irwin Chairman of the Board of September 30, 1997
- -------------------- Directors; Director
Richard D. Irwin
*/s/Thomas S. Volpe Director September 30, 1997
- -------------------
Thomas S. Volpe
</TABLE>
_____________________
* By: /s/ David A. Lattanzio
-----------------------
(David A. Lattanzio
Attorney-in-Fact)
<PAGE> 1
EXHIBIT 5.1
September 30, 1997
Board of Directors
PharmChem Laboratories, Inc.
1505-A O'Brien Drive
Menlo Park, California 94025
Re: PharmChem Laboratories, Inc. 1997 Equity Incentive Plan (the
"Plan"); Registration Statement on Form S-8
Ladies and Gentlemen:
As counsel to PharmChem Laboratories, Inc., a California corporation
(the "Company"), we have participated in the preparation of a registration
statement on Form S-8 (the "Registration Statement") being filed under the
Securities Act of 1933 on or about the date of this letter to register shares
of common stock, no par value (the "Shares"), of the Company which may from
time to time be offered and sold by the Company in connection with the Plan.
In rendering this opinion, we have examined originals or copies,
certified or otherwise identified to my satisfaction, of the corporate records
of the Company, including its Amended and Restated Articles of Incorporation,
its Bylaws, and action by its Board of Directors, and such other documents
(including the Plan) which we have deemed relevant or necessary as the basis
for the opinion as hereinafter set forth. We have also reviewed originals or
copies, certified or otherwise identified to our satisfaction of such corporate
and other records, documents, certificates and other papers, including
certificates of public officials as we deemed necessary to render this opinion.
We have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies and the authenticity of the
originals of such latter documents. In making our examination of documents
executed by parties other than the Company, we have assumed that such parties
had the power, corporate or otherwise, to enter into and to perform their
respective obligations thereunder and have also assumed the due authorization
by all requisite action, corporate or otherwise, and the execution and delivery
by such parties of such documents and the validity and binding effect thereof.
As to any facts material to the opinion expressed herein, we have relied upon
oral or written statements and representations of officers and other
representatives of the Company and others.
Based upon and subject to the foregoing, we are of the opinion that the
Shares that will be originally issued under the Plan have been duly authorized
and, when issued pursuant to and in accordance with the Plan, will be legally
issued, fully paid and non-assessable.
We hereby consent to the use of our name in the Registration Statement
and to the inclusion of this opinion as an exhibit thereto.
Very truly yours,
Sonnenschein Nath and Rosenthal
By: /s/ Robin M. Edwards
----------------------------
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated
February 13, 1997 included in PharmChem Laboratories, Inc.'s Form 10-K for the
year ended December 31, 1996 and to references to our Firm in Part II, Item 3
of this registration statement on Form S-8.
/s/ ARTHUR ANDERSEN LLP
-----------------------------
ARTHUR ANDERSEN LLP
San Jose, California
September 30, 1997
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and appoints
Joseph W. Halligan and David A. Lattanzio, and each of them, any one of whom
may act without the joinder of the other, as his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution for him in his name, place and stead, in any and all capacities,
to sign on his behalf the registration statement on Form S-8 (the "Registration
Statement") relating to the registration of shares of common stock, no par
value, of PharmChem Laboratories, Inc. offered in connection with the
PharmChem Laboratories, Inc. 1997 Equity Incentive Plan, and any and all
amendments to the Registration Statement, which amendments may make such
changes and additions to the Registration Statement as such attorney-in-fact
may deem necessary or appropriate, and any and all documents in connection
therewith, and to file the same, with all exhibits thereto, and all documents
in connection therewith with the Securities and Exchange Commission under the
Securities Act of 1933, and hereby ratifies, approves and confirms all that
each of such attorneys-in-fact and agents, or their substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 12th day of September, 1997.
/s/ Richard D. Irwin
--------------------------
Name: Richard D. Irwin
<PAGE> 2
EXHIBIT 24.1
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and appoints
Joseph W. Halligan and David A. Lattanzio, and each of them, any one of whom
may act without the joinder of the other, as his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution for him in his name, place and stead, in any and all capacities,
to sign on his behalf the registration statement on Form S-8 (the "Registration
Statement") relating to the registration of shares of common stock, no par
value, of PharmChem Laboratories, Inc. offered in connection with the
PharmChem Laboratories, Inc. 1997 Equity Incentive Plan, and any and all
amendments to the Registration Statement, which amendments may make such
changes and additions to the Registration Statement as such attorney-in-fact
may deem necessary or appropriate, and any and all documents in connection
therewith, and to file the same, with all exhibits thereto, and all documents
in connection therewith with the Securities and Exchange Commission under the
Securities Act of 1933, and hereby ratifies, approves and confirms all that
each of such attorneys-in-fact and agents, or their substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 12th day of September, 1997.
/s/ Thomas S. Volpe
-------------------------------
Name: Thomas S. Volpe
