AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 23, 1999
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
SUNPHARM CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE F593097048
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
THE VERANDA, SUITE 301
814 HIGHWAY A1A 32082
PONTE VEDRA BEACH, FLORIDA 32082 (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
SUNPHARM CORPORATION
AMENDED AND RESTATED 1995 NON-EMPLOYEE
DIRECTORS' STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
STEFAN BORG
PRESIDENT AND CHIEF EXECUTIVE OFFICER
SUNPHARM CORPORATION
THE VERANDA, SUITE 301
814 HIGHWAY A1A
PONTE VEDRA BEACH, FLORIDA 32082
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(904) 394-2800
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPY TO:
JEFFREY R. HARDER
ANDREWS & KURTH L.L.P.
2170 BUCKTHORNE PLACE, SUITE 150
THE WOODLANDS, TEXAS 77380
(713) 220-4801
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED BE REGISTERED (1) PER SHARE (2) OFFERING PRICE (2) REGISTRATION FEE
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<S> <C> <C> <C> <C> <C>
Common Stock, par value $.0001 per share 200,000 Shares $2.00 $400,000 $111.20
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(1) Pursuant to Rule 416(a), this registration statement shall cover any
additional securities issued to prevent dilution resulting from stock
splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h), based on the average of the high and
low sales price per share of the Common Stock, as reported on The
Nasdaq SmallCap Market on April 20, 1999.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement on Form S-8 is being filed solely to
register additional securities. In accordance with General Instruction E of Form
S-8, SunPharm Corporation (the "Company"), hereby incorporates by reference the
contents of the Company's registration statement on Form S-8 (No. 333-41967),
originally filed with the Securities and Exchange Commission on December 11,
1997, relating to the SunPharm Corporation Amended and Restated 1995
Non-employee Directors' Stock Option Plan.
ITEM 8. EXHIBITS.
Exhibit
Number Description
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5.1* Opinion of Andrew & Kurth L.L.P.
10.1 First Amendment to the SunPharm Corporation Amended and
Restated 1995 Non-employee Directors' Stock Option Plan
(incorporated by reference to Exhibit 10.1 to the Company's
Quarterly Report on Form 10-QSB for the quarter ended June 30,
1998 (File No. 0-27578)).
23.1* Consent of Andrew & Kurth L.L.P. (included in the opinion
filed as Exhibit 5.1 to this registration statement).
23.2* Consent of Deloitte & Touche LLP.
24.1* Power of Attorney (set forth on the signature page contained
in Part II of this Registration Statement).
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* filed herewith
2
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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 Ponte Vedra Beach, Florida, on the 23rd day of
April, 1999.
SUNPHARM CORPORATION
(Registrant)
By: /s/ STEFAN BORG
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Stefan Borg
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
officers and directors of SunPharm Corporation (the "Company") hereby
constitutes and appoints Stefan Borg and Paul M. Herron as his true and lawful
attorneys-in-fact and agents, with full power of substitution, for him and on
his behalf and in his name, place and stead, in any and all capacities, to sign,
execute and file this Registration Statement under the Securities Act of 1933,
as amended, and any or all amendments (including, without limitation,
post-effective amendments), with all exhibits and any and all documents required
to be filed with respect thereto, with the Securities and Exchange Commission or
any regulatory authority, granting unto such attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in order to effectuate the same, as fully to all intents
and purposes as he, or his substitute, himself might or could do if personally
present, hereby ratifying and confirming all that such attorneys-in-fact and
agents may lawfully do or cause to be done.
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C> <C>
/s/ STEFAN BORG President, Director and Chief Executive March 3, 1999
------------------------------ Officer (PRINCIPAL EXECUTIVE OFFICER)
Stefan Borg
/s/ PAUL M. HERRON Vice President and Chief Financial Officer March 3, 1999
------------------------------ (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)
Paul M. Herron
/s/ PHILIP R. TRACY Chairman of the Board of Directors March 3, 1999
------------------------------
Philip R. Tracy
/s/ CHARLES L. DIMMLER, III Director March 3, 1999
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Charles L. Dimmler, III
/s/ JERRY T. JACKSON Director March 3, 1999
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Jerry T. Jackson
/s/ ROBERT S. JANICKI, M.D. Director March 3, 1999
------------------------------
Robert S. Janicki, M.D.
Director March 3, 1999
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Jacques F. Rejeange
/s/ ROBERT A. SCHOELLHORN Director March 3, 1999
------------------------------
Robert A. Schoellhorn
/s/ JAY MOORIN Director March 3, 1999
------------------------------
Jay Moorin
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<PAGE>
EXHIBIT INDEX
Exhibit
Number
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5.1* Opinion Letter of Andrews & Kurth L.L.P.
10.1 First Amendment to SunPharm Corporation Amended and Restated 1995
Non-employee Directors' Stock Option Plan (incorporated by reference to
Exhibit 10.1 to the Company's Form 10-QSB for the quarter ended June
30, 1998 (File No. 0-27578)).
23.1* Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).
23.2* Consent of Independent Accountants.
24.1* Power of Attorney (included on signature page)
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* filed herewith
Exhibit 5.1
ANDREWS & KURTH L.L.P.
2170 BUCKTHORNE PLACE, SUITE 150
THE WOODLANDS, TEXAS 77380
April 23, 1999
Board of Directors
SunPharm Corporation
The Veranda, Suite 301
814 Highway A1A
Ponte Vedra Beach, Florida 32082
Ladies and Gentlemen:
We have acted as counsel to SunPharm Corporation, a Delaware
corporation, (the "Company") in connection with the Company's Registration
Statement on Form S-8 (the "Registration Statement") relating to the
registration under the Securities Act of 1933, as amended, of an additional
200,000 shares (the "Shares") of the Company's common stock, $.0001 par value,
to be issued pursuant to SunPharm Corporation's Amended and Restated 1995
Non-employee Directors' Stock Option Plan (the "Plan").
As a basis for the opinions hereinafter expressed, we have
examined copies of such statutes, regulations, corporate records and documents,
certificates of public and corporate officials and other agreements, contracts,
documents and instruments as we have deemed necessary for the purposes of the
opinions contained herein. In such examination, we have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals and the conformity with the original documents of all documents
submitted to us as copies. We have also relied, to the extent we deem such
reliance proper, on information supplied by officers and employees of the
Company with respect to various factual matters material to our opinion.
Based on the foregoing and having due regard for such legal
considerations as we deem relevant, we are of the opinion that the Shares have
been duly authorized, and that such Shares will, when issued and paid for in
accordance with the terms of the Plan, be legally issued, fully paid and
nonassessable.
The foregoing opinion is based on and is limited to the General
Corporation Law of the State of Delaware and the relevant federal laws of the
United States of America, and we render no opinion with respect to the laws of
any other jurisdiction.
We hereby consent to the use of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
ANDREWS & KURTH L.L.P.
1536/2610
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of SunPharm Corporation (the "Company") on Form S-8 of
our report dated February 12, 1999, appearing in the Annual Report on Form
10-KSB of Sunpharm Corporation for the year ended December 31, 1998.
DELOITTE & TOUCHE LLP
Jacksonville, Florida
April 23, 1999
