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As filed with the Securities and Exchange Commission on September 10, 1997
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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SPARTA PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware 56-1755527
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Pennsylvania Business Campus
Rock Plaza III
111 Rock Road, Horsham, Pennsylvania 19044
(Address of principal executive offices)
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SPARTA PHARMACEUTICALS, INC.
AMENDED 1991 STOCK PLAN
(Full title of the Plan)
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JERRY B. HOOK, Ph.D.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
SPARTA PHARMACEUTICALS, INC.
Pennsylvania Business Campus
Rock Plaza III
111 Rock Road, Horsham, Pennsylvania 19044
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(215) 442-1700
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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Copy to:
JAMES J. MARINO, ESQ.
DECHERT PRICE & RHOADS
997 LENOX DRIVE, SUITE 210
LAWRENCEVILLE, NEW JERSEY 08648
(609) 520-3200
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CALCULATION OF REGISTRATION FEE
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Amount Proposed Proposed Maximum
Title of to be Maximum Offering Aggregate Offering Amount of
Securities to be Registered Registered Price Per Share (1) Price (1) Registration Fee
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Common Stock, $0.001 par value 500,000 shares $.50 $250,000 $75.76
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with paragraph (h) of Rule 457 of the Securities Act of 1933,
as amended, on the basis of the average of the high and low prices of the
Common Stock of Sparta Pharmaceuticals, Inc. reported on the Nasdaq
SmallCap Market on September 4, 1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement on Form S-8 relates to the registration of
additional securities of the same class as other securities for which an earlier
registration statement filed on Form S-8 relating to the Sparta Pharmaceuticals,
Inc. Amended 1991 Stock Plan, as amended (the "Plan") is effective. Pursuant to
the provisions of Paragraph E of the General Instructions to Form S-8, the
contents of that earlier Registration Statement on Form S-8 (No. 333-20575) are
hereby incorporated herein by reference.
Item 8. Exhibits
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Exhibit 4.1.1 Amended and Restated Certificate of Incorporation, as amended(4)
Exhibit 4.1.2 Certificate of Designation of the Series B' Convertible Preferred Stock filed on August
23, 1996 (1)
Exhibit 4.2 By-laws of Sparta Pharmaceuticals, Inc., as amended and restated(2)
Exhibit 4.3.1 Sparta Pharmaceuticals, Inc. Amended 1991 Stock Plan (3)
Exhibit 4.3.2 Amendment No. 1 to Sparta Pharmaceuticals, Inc. Amended 1991 Stock Plan(4)
Exhibit 4.4 Form of Common Stock Certificate (5)
Exhibit 5.1 Legal Opinion of Dechert Price & Rhoads
Exhibit 23.1 Consent of Arthur Andersen LLP
Exhibit 23.2 Consent of Ernst & Young LLP
Exhibit 23.3 Consent of Dechert Price & Rhoads
Exhibit 24.1 Power of Attorney
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(1) Previously filed as an exhibit to the Company's Current Report on Form 8-K
dated September 26, 1996, and incorporated herein by reference.
(2) Previously filed as an exhibit to the Company's Registration Statement on
Form S-1 (Registration No. 33-72882) filed on December 14, 1993, or in
amendments thereto, and incorporated herein by reference.
(3) Previously filed as an exhibit to the Company's Registration Statement on
Form S-8 (Registration No. 333-20575) filed on January 28, 1997, and
incorporated herein by reference.
(4) Previously filed as an exhibit to the Company's Quarterly Report on Form
10-Q for the quarterly period ended June 30, 1997, filed on August 8, 1997,
and incorporated herein by reference.
(5) Previously filed as an exhibit to the Company's Registration Statement on
Form S-1 (Registration No. 33-72882) filed on April 25, 1994, or in
amendments thereto, and incorporated herein by reference.
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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 Horsham, Pennsylvania, on this 8th day of September, 1997.
Sparta Pharmaceuticals, Inc.
By:/s/ Jerry B. Hook
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Jerry B. Hook, Ph.D.
President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Jerry B. Hook, Ph.D. and Ronald H. Spair, and
each of them, his attorney-in-fact, with the power of substitution, for each of
them in any and all capacities, to sign any 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, hereby
ratifying and confirming all that said attorneys-in-fact, or their 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 dates indicated.
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Signature Title Date
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/s/ William M. Sullivan Chairman of the Board, Director Sept. 8, 1997
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William M. Sullivan
/s/ Jerry B. Hook, Ph.D. President, Chief Executive Officer Sept. 8, 1997
- ------------------------------- (principal executive officer), and
Jerry B. Hook, Ph.D. Director
/s/ Ronald H. Spair Vice President, Chief Financial Officer, Sept. 8, 1997
- ------------------------------- and Secretary (principal financial and
Ronald H. Spair accounting officer)
/s/ Lindsay A. Rosenwald, M.D. Director Sept. 8, 1997
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Lindsay A. Rosenwald, M.D.
/s/ Peter Barton Hutt Director Sept. 8, 1997
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Peter Barton Hutt
/s/ Professor Sir John Vane Director Sept. 8, 1997
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Professor Sir John Vane
/s/ Richard L. Sherman Director Sept. 8, 1997
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Richard L. Sherman
/s/ Colin B. Bier, Ph.D. Director Sept. 8, 1997
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Colin B. Bier, Ph.D.
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EXHIBIT INDEX
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Exhibit 5.1 Legal Opinion of Dechert Price & Rhoads Page 6
Exhibit 23.1 Consent of Arthur Andersen LLP Page 7
Exhibit 23.2 Consent of Ernst & Young LLP Page 8
Exhibit 23.3 Consent of Dechert Price & Rhoads (Included in Exhibit 5.1)
Exhibit 24.1 Power of Attorney (See Page 4)
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<PAGE>
EXHIBIT 5.1
September 10, 1997
Sparta Pharmaceuticals, Inc.
101 College Road East
Princeton, NJ 08540
Gentlemen:
We refer to the registration of 500,000 shares (the "Shares") of Common
Stock, $0.001 par value, of Sparta Pharmaceuticals, Inc. (the "Company") to be
offered pursuant to the Sparta Pharmaceuticals, Inc. 1991 Stock Plan, as amended
(the "Plan") in a registration statement on Form S-8 (the "Registration
Statement") to be filed under the Securities Act of 1933, as amended (the
"Act").
In rendering this opinion, we have examined the Plan, copies of the
Registration Statement, copies of the corporate charter and by-laws of the
Company, as amended, copies of certain resolutions of the Board of Directors of
the Company and such other corporate records and documents as we have deemed
necessary in order to enable us to express the opinion set forth below.
Based on the foregoing examination, it is our opinion that, when issued
against receipt of the agreed purchase price therefor pursuant to the exercise
of options granted in accordance with the provisions of the Plan and in
accordance with the Registration Statement, the Shares will be validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
/s/ Dechert Price & Rhoads
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this S-8 Registration Statement of our report dated February 28,
1997 included in Sparta Pharmaceuticals, Inc.'s Form 10-K for the year ended
December 31, 1996 and to all references to our Firm included in this
Registration Statement.
Arthur Andersen LLP
Philadelphia, PA
September 10, 1997
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-20575) pertaining to the Sparta Pharmaceuticals, Inc. Amended 1991
Stock Plan, the Registration Statement (Form S-3 No. 333-13621) pertaining to
the registration of 25,323,853 shares of Common Stock and 11,309,722 Class C
Warrants, the Registration Statement (Form S-3 No. 333-25211) pertaining to the
registration of 2,035,000 shares of Common Stock and the Registration Statement
(Form S-8 No. 333-00000) pertaining to the registration of 500,000 shares of
Common Stock, of our report dated January 31, 1996, with respect to the
financial statements of Sparta Pharmaceuticals, Inc., included in its Annual
Report on Form 10-K for the year ended December 31, 1996, filed with the
Securities and Exchange Commission.
Ernst & Young LLP
Raleigh, North Carolina
September 9, 1997
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