<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 19, 1996
REGISTRATION NO. 33-_____
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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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CORVAS INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
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Delaware 33-0238812
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
3030 Science Park Road, San Diego, CA 92121
(Address of principal executive offices) (Zip code)
1991 INCENTIVE AND COMPENSATION PLAN
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--------------------------
John E. Crawford
Executive Vice President and
Chief Financial Officer
CORVAS INTERNATIONAL, INC.
3030 Science Park Road
San Diego, CA 92121
(Name and address of agent for service)
(619) 455-9800
(Telephone number, including area code, of agent for service)
--------------------------
Copies to:
M. Wainwright Fishburn, Jr., Esq.
COOLEY GODWARD CASTRO
HUDDLESON & TATUM
4365 Executive Drive, Suite 1100
San Diego, CA 92121
(619) 550-6000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED BE REGISTERED PER SHARE (1) OFFERING PRICE (2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, $0.001 par value. . . . .1,190,962 Shares $3.75 $4,446,108.00 $1540.00
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(1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h)(1).
The price per share and the aggregate offering price are calculated on the basis of the average of the high and low sales
prices of Registrant's Common Stock on August 15, 1996 as reported on the Nasdaq National Market System.
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<PAGE>
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8
The contents of Registration Statement on Form S-8 (No. 33-45607), as
amended, filed with the Securities and Exchange Commission on February 10, 1992
are incorporated by reference herein.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER
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4.1 Amended and Restated Certificate of Incorporation of Registrant. (2)
4.2 Bylaws of Registrant. (2)
4.3 Specimen stock certificate. (1)
5.1 Opinion of Cooley Godward Castro Huddleson & Tatum.
10.10 1991 Incentive and Compensation Plan, as amended. (3)
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Cooley Godward Castro Huddleson & Tatum is contained in
Exhibit 5.1 to this Registration Statement.
24 Power of Attorney is contained on the signature pages.
99.1 1991 Incentive and Compensation Plan, as amended. (1)
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(1) Filed as an exhibit to Registration Statement on Form S-1 (No. 33-44555),
as amended, filed December 13, 1991, and incorporated herein by reference.
(2) Filed as an exhibit to Annual Report on Form 10-K, filed February 23, 1994,
and incorporated herein by reference.
(3) Filed as an exhibit to Quarterly Report on Form 10-Q, filed August 12,
1996, and incorporated herein by reference.
2.
<PAGE>
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 San Diego, State of California, on August 16, 1996.
CORVAS INTERNATIONAL, INC.
By: /s/ RANDALL E. WOODS
---------------------------------
Randall E. Woods
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Randall E. Woods and John E. Crawford 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 attorney-in-fact and agent, or any of
them, or their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.
3.
<PAGE>
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/ RANDALL E. WOODS President and Chief August 16, 1996
- ------------------------------------ Executive Officer (PRINCIPAL
Randall E. Woods EXECUTIVE OFFICER)
/s/ JOHN E. CRAWFORD Executive Vice President, August 16, 1996
- ------------------------------------ Chief Financial Officer and
John E. Crawford Secretary (PRINCIPAL
FINANCIAL AND ACCOUNTING OFFICER)
/s/ DAVID S. KABAKOFF, PH.D. Chairman of the Board of August 16, 1996
- ------------------------------------ Directors
David S. Kabakoff, Ph.D.
/s/ THOMAS S. EDGINGTON, M.D.
- ------------------------------------
Thomas S. Edgington, M.D. Director August 16, 1996
/s/ JOHN H. FRIED, PH.D. Director August 16, 1996
- ------------------------------------
John H. Fried, Ph.D.
/s/ THEODOR H. HEINRICHS Director August 16, 1996
- ------------------------------------
Theodor H. Heinrichs
/s/ M. BLAKE INGLE, PH.D. Director August 16, 1996
- ------------------------------------
M. Blake Ingle, Ph.D.
/s/ MICHAEL SORELL, M.D. Director August 16, 1996
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Michael Sorell, M.D.
/s/ W. LEIGH THOMPSON, JR. M.D.,PH.D Director August 16, 1996
- ------------------------------------
W. Leigh Thompson, Jr., M.D., Ph.D.
</TABLE>
4.
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<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ GERALD VAN ACKER Director August 16, 1996
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Gerard Van Acker
/s/ NICOLE VITULLO Director August 16, 1996
- ------------------------------------
Nicole Vitullo
5.
</TABLE>
<PAGE>
[LETTERHEAD]
August 19, 1996
Corvas International, Inc.
3030 Science Park Road
San Diego, CA 92121
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Corvas International, 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 1,190,962 additional shares
of the Company's Common Stock, $0.001 par value (the "Shares"), pursuant to its
1991 Incentive and Compensation Plan (the "Plan").
In connection with this opinion, we have examined the Registration Statement,
your Amended and Restated Certificate of Incorporation and Bylaws, the Plan 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 and the
Registration Statement, will be validly issued, fully paid, and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
COOLEY GODWARD CASTRO
HUDDLESON & TATUM
/s/ M. WAINWRIGHT FISHBURN, JR.
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M. Wainwright Fishburn, Jr.
<PAGE>
[LETTERHEAD]
The Board of Directors
Corvas International, Inc.
We consent to the use of our report incorporated herein by reference.
/s/KPMG Pear Marwick LLP
San Diego, California
August 13, 1996
