<PAGE>
As filed with the Securities and Exchange Commission on June 19, 2000.
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------
MATRIX PHARMACEUTICAL, INC.
-------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 942957068
------------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
34700 CAMPUS DR.
FREMONT, CALIFORNIA 94555
------------------------------------- -------------------------------------
(Address of Principal Executive offices) (Zip Code)
1988 RESTRICTED STOCK PLAN
--------------------------
(Full title of the plan)
Copy to:
MICHAEL D. CASEY THOMAS E. SPARKS, JR.
President, Chief Executive Officer and Pillsbury Madison & Sutro LLP
Chairman of the Board of Directors P.O. Box 7880
Matrix Pharmaceutical, Inc. San Francisco, CA 94120
(510) 742-9900 (415) 983-1000
-------------------- ----------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Title of Each Proposed Proposed
Class of Securities Amount To Maximum Offering Maximum Aggregate Amount of
To Be Registered Be Registered(1) Price Per Share(2) Offering Price(2) Registration Fee
---------------------------- -------------------- ----------------------- ------------------------ ----------------------
Common Stock, $.01 par 1,100,000 shares $12.1875 $13,406,250 $3,539.25
value
------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Calculated pursuant to General Instruction E to Form S-8. This
Registration Statement shall also cover any additional shares of Common
Stock which become issuable under the 1988 Restricted Stock 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 outstanding shares of
Matrix Pharmaceutical, Inc. Common Stock.
(2) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457, upon the average of the high and low prices as
reported on the Nasdaq National Market on June 15, 2000
----------
The Registration Statement shall become effective upon filing in
accordance with Rule 462 under the Securities Act of 1993.
===============================================================================
Page 1 of 9
Exhibit Index Appears on Page 6
<PAGE>
INFORMATION REQUIRED PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8
GENERAL INSTRUCTION E INFORMATION
This Registration Statement is being filed for the purpose of
increasing the number of securities of the same class as other
securities for which a Registration Statement of the Registrant on Form
S-8 relating to the same employee benefit plan is effective.
Registrant's Form S-8 Registration Statements previously filed
with the Securities and Exchange Commission ("SEC") are hereby
incorporated by reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed by Registrant with the
Securities and Exchange Commission are incorporated by reference in
this Registration Statement:
(1) Annual Report on Form 10-K (File No. 000-19750),
for the fiscal year ended December 31, 1999;
(2) Registrant's Quarterly Report on Form 10-Q, for the
quarter ended March 31, 2000;
(3) The description of Registrant's Common Stock
contained in Registrant's Registration Statement No. 0-19750 on
Form 8-A filed with the Commission December 19, 1991 together with
Amendments No. 1 and No. 2 on Form 8 filed January 23, 1992 and
January 27, 1992, respectively, in which there is described the terms,
rights and provisions applicable to the Registrant's outstanding
common stock.
In addition, all documents subsequently filed by Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, 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 in this registration statement and to be a
part hereof from the date of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Pursuant to the Delaware General Corporation Law, the
Registrant has adopted provisions in its Amended and Restated
Certificate of Incorporation which eliminate the personal liability of
its directors and officers to the Registrant and its stockholders for
monetary damages for breach of their fiduciary duties in certain
circumstances and which authorize the Registrant to indemnify its
directors, officers and other agents, by bylaw, agreement or otherwise,
to the fullest extent permitted by law. The Registrant's Bylaws require
the Registrant to indemnify its directors, officers, employees and
other agents to the fullest extent permitted by law.
The Registrant's Amended and Restated Certificate of
Incorporation and Bylaws expressly authorize the use of indemnification
agreements and, with the approval of its stockholders, the Registrant
has entered into separate Indemnification Agreements with its directors
and certain of its officers. These Indemnification Agreements may
require the Registrant, among other things, to
-2-
<PAGE>
indemnify directors and officers against certain liabilities that
may arise by reason of their status or service as directors and
officers and to advance their expenses incurred as a result of any
proceeding against them as to which they could be indemnified. The
Registrant maintains an insurance policy covering directors and
officers, under which the insurer has agreed to pay, subject to
certain exclusions (including certain violations of securities laws)
the amount of insured claims made against the insured officers and
directors of the Registrant for wrongful acts that such officers or
directors may otherwise be required to pay or for which the
Registrant is required to indemnify such officers and directors.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
------- -------------------------------------------------------------------------------------------
<C> <S>
4.0. Instruments Defining Rights of Stockholders. Reference is made to Registrant's Registration
Statement No. 0-19750 on Form 8-A which is incorporated herein by reference pursuant
to Item 3(c).
5.1 Opinion of Pillsbury Madison & Sutro LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Pillsbury Madison and Sutro LLP is contained in Exhibit 5.1.
24 Power of Attorney. Reference is made to page 4 of this Registration Statement.
99.1* 1988 Restricted Stock Plan (Amended and Restated through February 1, 2000).
99.2** Form Stock Option Agreement with Notice of Grant-Installment Option.
99.3*** Form of Stock Option Agreement with Notice of Grant - Immediately Exercisable Option.
99.4*** Form of Stock Purchase Agreement.
99.5*** Form of Restricted Stock Purchase Agreement.
99.6**** Form of Stock Issuance Agreement - Shared Investment Program.
</TABLE>
-------------
* Incorporated by reference to Appendix C of the Registrant's
Definitive Proxy Statement filed with the Securities and
Exchange Commission on April 7, 2000 (File No. 000-19750).
** Incorporated by reference to Exhibit 99.2 of Registration
Statement No. 33-79908 which was filed with the SEC on June 7,
1994.
*** Exhibits 99.3 through 99.5 are incorporated herein by
reference to Exhibits 28.2 through 28.4, respectively, of
Registrant's Registration Statement No. 33-65542 which was
filed with the SEC on July 2, 1993.
-3-
<PAGE>
**** Exhibit 99.6 is incorporated herein by reference to Exhibits
99.6 of Registrant's Registration Statement No. 333-32213
on Form S-8 which was filed with the SEC on July 28, 1997.
-4-
<PAGE>
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 Fremont, State
of California, on June 16, 2000.
MATRIX PHARMACEUTICAL, INC.
By /s/ Michael D. Casey
----------------------------------
Michael D. Casey
President, Chief Executive Officer and
Chairman of the Board of Directors
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints, Michael D. Casey and
David G. Ludvigson and each of them, his true and lawful
attorneys-in-fact and agents, each 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 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, 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 his substitute or substitutes, may 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 date indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Michael D. Casey President, Chief Executive June 16, 2000
---------------------------- Officer and Chairman of the
Michael D. Casey Board of Directors (Principal
Executive Officer)
/s/ David G. Ludvigson Senior Vice President, Chief June 16, 2000
---------------------------- Operating Officer and Chief
David G. Ludvigson Financial Officer (Principal
Financial Officer)
Director
---------------------------
J. Stephan Dolezalek
Director
---------------------------
James R. Glynn
</TABLE>
-5-
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Stephen B. Howell Director June 16, 2000
---------------------------
Stephen B. Howell, M.D.
/s/ Marvin E. Jaffe Director June 16, 2000
---------------------------
Marvin E. Jaffe, M.D.
Director
---------------------------
Bradley G. Lorimier
/s/ Julius L. Pericola Director June 16, 2000
---------------------------
Julius L. Pericola
</TABLE>
-6-
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
------- -------------------------------------------------------------------------------------------
<S> <C>
4.0. Instruments Defining Rights of Stockholders. Reference is made to Registrant's Registration Statement
No. 0-19750 on Form 8-A which is incorporated herein by reference pursuant to Item 3(c).
5.1 Opinion of Pillsbury Madison & Sutro LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Pillsbury Madison and Sutro LLP is contained in Exhibit 5.1.
24 Power of Attorney. Reference is made to page 4 of this Registration Statement.
99.1* 1988 Restricted Stock Plan (Amended and Restated through February 1, 2000).
99.2** Form Stock Option Agreement with Notice of Grant-Installment Option.
99.3*** Form of Stock Option Agreement with Notice of Grant - Immediately Exercisable Option.
99.4*** Form of Stock Purchase Agreement.
99.5*** Form of Restricted Stock Purchase Agreement.
99.6**** Form of Stock Issuance Agreement - Shared Investment Program.
</TABLE>
-------------
* Incorporated by reference to Appendix C of the Registrant's
Definitive Proxy Statement filed with the Securities and Exchange
Commission on April 7, 2000 (File No. 000-19750).
** Incorporated by reference to Exhibit 99.2 of Registration Statement
No. 33-79908 which was filed with the SEC on June 7, 1994.
*** Exhibits 99.3 through 99.5 are incorporated herein by reference to
Exhibits 28.2 through 28.4, respectively, of Registrant's
Registration Statement No. 33-65542 which was filed with the SEC on
July 2, 1993.
**** Exhibit 99.6 is incorporated herein by reference to Exhibits 99.6
of Registrant's Registration Statement No. 333-32213 on Form S-8
which was filed with the SEC on July 28, 1997.
-7-
