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As filed with the Securities and Exchange Commission on August 20, 1996
Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DURA PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-3645543
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
5880 PACIFIC CENTER BLVD., SAN DIEGO, CALIFORNIA 92121
(Address of principal executive offices) (Zip Code)
DURA PHARMACEUTICALS, INC.
1992 STOCK OPTION PLAN
(Full title of the plans)
Cam L. Garner
Chairman, President and Chief Executive Officer
DURA PHARMACEUTICALS, INC.
5880 PACIFIC CENTER BLVD., SAN DIEGO, CALIFORNIA 92121
(Name and address of agent for service)
(619) 457-2553
(Telephone number, including area code, of agent for service)
This Registration Statement shall become effective immediately upon
filing with the Securities and Exchange Commission, and sales of the
registered securities will thereafter be effected upon option exercises
or share issuances effected under the Company's 1992 Stock Option Plan.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered per Share Price Fee
---------- ---------- --------- ----- ---
<S> <C> <C> <C> <C>
Common Stock (under 1992
Stock Option Plan) ............ 1,500,000 shares(1) $27.44(2) $41,160,000(2) $14,193
</TABLE>
- -----------------------------
(1) Includes 750,000 shares of Common Stock issuable under the Company's
1992 Stock Option Plan (the "Plan") pursuant to an amendment to the
Plan approved by the Company's shareholders on May 29, 1996 and an
additional 750,000 shares of Common Stock issuable under the Plan as a
result of the 2 for 1 stock split in the form of a 100% dividend
declared by the Company's Board of Directors effective July 1, 1996.
This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Plan by reason of any
stock dividend, stock split, recapitalization or other similar
transaction effected without the receipt of consideration which results
in an increase in the number of the Company's outstanding shares of
Common Stock.
(2) Estimated solely for the purpose of computing the amount of the
registration fee under Rules 457(h) and 457(c) of the Securities Act of
1933, as amended.
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INCORPORATION OF DOCUMENTS BY REFERENCE
The contents of the Registration Statement on Form S-8 filed by Dura
Pharmaceuticals, Inc. (the "Registrant") on June 23, 1995 with the Securities
and Exchange Commission (the "Commission") as Registration No. 33-93860 (the
"1995 Registration Statement") are incorporated herein by reference into this
Registration Statement.
1992 STOCK OPTION PLAN
The Company initially registered 194,200 shares of Common Stock
issuable pursuant to its 1992 Stock Option Plan (the "Plan") by means of a
Registration Statement on Form S-8 filed with the Commission on August 6, 1993
as Registration No. 33-67086. The Company subsequently registered (i) an
additional 375,000 shares of Common Stock issuable pursuant to the Plan by means
of a Registration Statement on Form S-8 filed with the Commission on August 19,
1994 as Registration No. 33-83062 and (ii) an additional 500,000 shares of
Common Stock issuable pursuant to the Plan by means of the 1995 Registration
Statement. This Registration Statement shall register an additional 1,500,000
shares of Common Stock issuable pursuant to the Plan, as authorized by the
Company's shareholders at the Company's Annual Shareholders' Meeting held on May
29, 1996 (which includes 750,000 shares of Common Stock issuable under the Plan
pursuant to an amendment to the Plan approved by the Company's shareholders on
May 29, 1996 and an additional 750,000 shares of Common Stock issuable under the
Plan as a result of the 2 for 1 stock split in the form of a 100% dividend
declared by the Company's Board of Directors effective July 1, 1996). This
Registration Statement shall also cover any additional shares of Common Stock
which become issuable under the Plan by reason of any stock dividend, stock
split, recapitalization or other similar transaction effected without the
receipt of consideration which results in an increase in the number of the
Company's outstanding shares of Common Stock.
EXHIBITS
Exhibit Number Exhibit
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5.1 Opinion and consent of Brobeck, Phleger & Harrison LLP
*10.1 1992 Stock Option Plan, as amended
23.1 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.1
23.2 Consent of Deloitte & Touche LLP, Independent Auditors
24.1 Power of Attorney. Reference is made to page II-2 of this
Registration Statement
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* Incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report
on Form 10-Q filed on August 14, 1996
II-1.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 San Diego, State of California, on this 20th day of
August, 1996.
DURA PHARMACEUTICALS, INC.
By: /s/ CAM L. GARNER
________________________________________________
Cam L. Garner
Chairman, President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Dura Pharmaceuticals,
Inc., a California corporation, do hereby constitute and appoint Cam L. Garner
and James W. Newman, and each of them, the lawful attorneys-in-fact and agents
with full power and authority to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, and either one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or either of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ CAM L. GARNER Chairman, President and Chief Executive August 20, 1996
- -------------------------- Officer (Principal Executive Officer)
Cam L. Garner
/s/ JAMES W. NEWMAN Senior Vice President, Finance and August 20, 1996
- -------------------------- Administration and Chief Financial Officer
James W. Newman (Principal Financial and Accounting Officer)
/s/ JAMES C. BLAIR
- -------------------------- Director August 20, 1996
James C. Blair
/s/ JOSEPH C. COOK
- -------------------------- Director August 20, 1996
Joseph C. Cook
/s/ HERBERT J. CONRAD
- -------------------------- Director August 20, 1996
Herbert J. Conrad
/s/ DAVID F. HALE
- -------------------------- Director August 20, 1996
David F. Hale
/s/ DAVID S. KABAKOFF
- -------------------------- Director August 20, 1996
David S. Kabakoff
/s/ GORDON V. RAMSEIER
- -------------------------- Director August 20, 1996
Gordon V. Ramseier
/s/ CHARLES G. SMITH
- -------------------------- Director August 20, 1996
Charles G. Smith
/s/ WALTER F. SPATH
- -------------------------- Senior Vice President, Sales and August 20, 1996
Walter F. Spath Marketing and Director
</TABLE>
II-2.
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EXHIBIT INDEX
Exhibit
Number Exhibit
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5.1 Opinion and consent of Brobeck, Phleger & Harrison LLP
* 10.1 1992 Stock Option Plan, as amended
23.1 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.1
23.2 Consent of Deloitte & Touche LLP, Independent Auditors
24.1 Power of Attorney. Reference is made to page II-2 of this
Registration Statement
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* Incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report
on Form 10-Q filed on August 14, 1996
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Exhibit 5.1
Opinion and consent of Brobeck, Phleger & Harrison LLP
August 19, 1996
Dura Pharmaceuticals, Inc.
5880 Pacific Center Blvd.
San Diego, California 92121
Re: Dura Pharmaceuticals, Inc. Registration Statement on Form S-8
for 1,500,000 Shares of Common Stock
Ladies and Gentlemen:
In connection with your registration on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, of 1,500,000 shares of
Common Stock of Dura Pharmaceuticals Inc. (the "Company") under the Company's
1992 Stock Option Plan, as amended on May 29, 1996, and as further amended on
July 1, 1996 (the "Plan"), we advise you that, in our opinion, if and when such
shares have been issued and sold (and the consideration therefor received)
pursuant to the provisions of the Plan, and in accordance with the Registration
Statement, such shares will be duly-authorized, validly-issued, fully-paid and
non-assessable shares of the Company's Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ BROBECK, PHLEGER & HARRISON LLP
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BROBECK, PHLEGER & HARRISON LLP
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Exhibit 23.1
Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.1
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Exhibit 23.2
Consent of Deloitte & Touche LLP, Independent Auditors
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement of
Dura Pharmaceuticals, Inc. of our report dated January 29, 1996 (April 26, 1996
as to the reclassifications described in Note 2), appearing in the Annual Report
on Form 10-K/A of Dura Pharmaceuticals, Inc. for the year ended December 31,
1995.
/s/ DELOITTE & TOUCHE LLP
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San Diego, California
August 19, 1996
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Exhibit 24.1
Power of Attorney. Reference is made to page II-2
of this Registration Statement
