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As filed with the Securities and Exchange Commission on July 19, 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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CORVAS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 33-0238812
(State of Incorporation) (I.R.S. Employer Identification No.)
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3030 SCIENCE PARK ROAD
SAN DIEGO, CA 92121
(Address of principal executive offices)
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2000 EQUITY INCENTIVE PLAN
EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
(Full title of the plans)
RANDALL E. WOODS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CORVAS INTERNATIONAL, INC.
3030 SCIENCE PARK ROAD
SAN DIEGO, CA 92121
(858) 455-9800
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
BARBARA L. BORDEN, ESQ.
DENISE L. WOOLARD, ESQ.
COOLEY GODWARD LLP
4375 EXECUTIVE DRIVE, SUITE 1100
SAN DIEGO, CA 92121
(858) 550-6000
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Registered Proposed Maximum Proposed Maximum Amount of
to be Registered (1) Offering Aggregate Registration Fee
Price per Share (2) Offering Price (2)
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<S> <C> <C> <C> <C>
Common Stock, par value 3,000,000 shares $12.38 $37,140,000 $9,804.96
$.001 per share
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</TABLE>
(1) Includes 2,800,000 shares issuable pursuant to Registrant's 2000 Equity
Incentive Plan (the "Plan") and 200,000 additional shares issuable
pursuant to the Registrant's Employee Stock Purchase Plan, as amended
(the "ESPP").
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) and Rule 457 (h)(1) of the
Securities Act of 1933, as amended (the "Securities Act"). The price
per share and aggregate offering price are calculated on the basis of
the average of the high and low sales prices of Registrant's Common
Stock on July 14, 2000, as reported on the Nasdaq National Market.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Corvas International, Inc. (the
"Company") with the Securities and Exchange Commission are incorporated by
reference into this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1999.
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000.
(c) Form 8-A and any amendments to such Form 8-A under the Exchange
Act.
All reports and other 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 offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.
DESCRIPTION OF SECURITIES
Not applicable.
INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
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INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware
(the "Delaware Law") empowers a Delaware corporation to indemnify any persons
who are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person was an officer or director
of such corporation, or is or was serving at the request of such corporation as
a director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement of such action, suit or proceeding, provided that
such officer or director acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the corporation's best interest,
and, for criminal proceedings, had no reasonable cause to believe his or her
conduct was illegal. A Delaware corporation may indemnify officers and directors
against expenses (including attorney's fees) in connection with the defense or
settlement of an action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him or
her against the expenses which such officer or director actually and reasonably
incurred.
The Company's Bylaws contain a provision to limit the personal
liability of the directors of the Company for violations of their fiduciary
duty, except to the extent such limitation of liability is prohibited by the
Delaware Law. This provision eliminates each director's liability to the Company
or its stockholders for monetary damages except (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware Law providing for
liability of directors for unlawful payment of dividends or unlawful stock
purchases or redemptions, or (iv) for any transaction from which a director
derived an improper personal benefit. The Company's Bylaws provide that the
Company shall indemnify directors and officers to the fullest extent permitted
by law. The effect of these provisions is to eliminate the personal liability of
directors for monetary damages for actions involving a breach of their fiduciary
duty of care, including any such actions involving gross negligence.
In addition, the Company has entered into indemnity agreements with its
executive officers and directors whereby the Company obligates itself to
indemnify such officers and directors from any amounts which the officer or
director becomes obligated to pay because of any claim made against him or her
arising out of any act or omission committed while he or she is acting in his or
her capacity as a director and/or officer of the Company.
The Company maintains directors and officers liability insurance
coverage that insures its officers and directors against certain losses that may
arise out of their positions with the Company and insures the Company for
liabilities it may incur to indemnify its officers and directors.
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EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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5.1 Opinion of Cooley Godward LLP .
23.1 Consent of KPMG LLP.
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
Registration Statement.
24.1 Power of Attorney is contained on the signature page.
99.1 2000 Equity Incentive Plan.
99.2 Employee Stock Purchase Plan, as amended.
UNDERTAKINGS
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information 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; and
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to 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.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant 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 Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant 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 Registrant 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.
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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 San Diego, State of California, on July 19,
2000.
CORVAS INTERNATIONAL, INC.
By: /s/ RANDALL E. WOODS
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Title: President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW TO ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Randall E. Woods and Carolyn M. Felzer,
and each or any one of them, as his true and lawful attorneys-in-fact and
agents, 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 thereof.
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Pursuant to the requirements of the Securities Act of 1933, as amended,
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/ RANDALL E. WOODS President, Chief Executive July 19, 2000
---------------------------------- Officer, and Director
(Randall E. Woods) (Principal Executive Officer)
/s/ CAROLYN M. FELZER Senior Director of Finance July 19, 2000
---------------------------------- (Principal Financial and
(Carolyn M. Felzer) Accounting Officer)
/s/ M. BLAKE INGLE, PH.D. Chairman of the Board July 19, 2000
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(M. Blake Ingle, Ph.D.)
/s/ SUSAN BAYH Director July 19, 2000
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(Susan Bayh)
/s/ J. STUART MACKINTOSH Director July 19, 2000
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(J. Stuart Mackintosh)
/s/ BURTON E. SOBEL, M.D. Director July 19, 2000
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(Burton E. Sobel, M.D.)
Director July 19, 2000
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(Michael Sorell, M.D.)
/s/ NICOLE VITULLO Director July 19, 2000
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(Nicole Vitullo)
/s/ GEORGE P. VLASUK, PH.D. Executive Vice President, July 19, 2000
---------------------------------- Research and Development and
(George P. Vlasuk, Ph.D.) Director
</TABLE>
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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5.1 Opinion of Cooley Godward LLP.
23.1 Consent of KPMG LLP.
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to
this Registration Statement.
24.1 Power of Attorney is contained on the signature page.
99.1 2000 Equity Incentive Plan.
99.2 Employee Stock Purchase Plan, as amended.
