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Registration No. 33-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SYNAPTIC PHARMACEUTICAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)
22-2859704
(I.R.S. Employer Identification No.)
215 College Road
Paramus, NJ 07652-1431
(Address of Principal Executive Offices, including Zip Code)
1988 AMENDED AND RESTATED INCENTIVE PLAN
1996 INCENTIVE PLAN
1996 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full Title of the Plan)
Lisa L. Reiter, Esq.
Secretary
Synaptic Pharmaceutical Corporation
215 College Road
Paramus, NJ 07652-1431
(Name and Address of Agent for Service)
(201) 261-1331, ext. 117
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share(1) Price(1) Fee
Common Stock,
$.01 par value 2,126,932 $16.25 $34,562,645 $11,918.15
(1) Estimated in accordance with Rules 457(c) and (h) solely for the purpose
of calculating the registration fee and based upon the average of the high
and low trade prices of the Common Stock of Synaptic Pharmaceutical
Corporation as reported by The NASDAQ Stock Market on June 6, 1996.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: This Registration Statement is filed for the purposes of (i)
registering securities to be offered by the registrant to its "employees"
pursuant to its "employee benefit plans" (in each case as defined in General
Instruction A to Form S-8) and (ii) permitting reoffers and resales of
"restricted securities" (as defined in General Instruction C to Form S-8) by
certain persons, which securities were acquired by such persons pursuant to
restricted stock purchases or the exercise of options granted to them under such
employee benefit plans. A separate prospectus, which was prepared in accordance
with the requirements of Part I of Form S-3, is filed with this Registration
Statement as Exhibit 99.1, and is incorporated herein by this reference. The
document(s) containing the employee benefit plan information required by Item 1
of Form S-8 and the statement of availability of registrant information and any
other information required by Item 2 of Form S-8 will be sent or given to
employees as specified by Rule 428 promulgated under the Securities Act of 1933,
as amended (the "Securities Act"). In accordance with Rule 428 and the
requirements of Part I of Form S-8, such documents are not being filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 promulgated under the Securities Act. The registrant shall maintain a
file of such documents in accordance with the provisions of Rule 428. Upon
request, the registrant shall furnish to the Commission or its staff a copy or
copies of all of such documents included in such file.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
This Registration Statement incorporates herein by reference the following
documents which have been filed with the Commission by Synaptic Pharmaceutical
Corporation, a Delaware corporation (the "Company"):
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995;
(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities and Exchange Act of 1934, as amended (the "Exchange
Act"), since December 31, 1995;
(c) The description of the Company's capital stock contained in the
Company's Registration Statement on Form 8-A/A filed on December 7, 1995,
pursuant to Section 12(g) of the Exchange Act.
Each document filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration Statement
and 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
document.
Any statement contained in this Registration Statement, in a supplement to
this Registration Statement or in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein, in any subsequently
filed supplement hereto or in any subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not, except as so
modified or superseded, be deemed to constitute a part of this Registration
Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
The validity of the issuance of shares of Common Stock offered hereby has
been passed upon by Lisa L. Reiter, General Counsel of the Company. Ms. Reiter
is also a Vice President and the Secretary of the Company and is eligible to
receive options to purchase shares of Common Stock under the Company's 1996
Incentive Plan. As of June 11, 1996, Ms. Reiter owned 853 shares of Common
Stock of the Company and options to purchase an additional 33,148 shares of
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Common Stock. These shares were purchased under the Company's 1988 Amended and
Restated Incentive Plan (the "1988 Incentive Plan") and these options were
granted under the 1988 Incentive Plan and the Company's 1996 Incentive Plan.
Item 6. Indemnification of Directors and Officers
As permitted by Section 102(b)(7) of the Delaware General Corporation Law
(the "DGCL"), Article VI of the Company's Amended and Restated Certificate of
Incorporation, as amended, eliminates the liability of the Company's directors
to the Company and its stockholders, except for liabilities related to a breach
of duty of loyalty to the Company and its stockholders, acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, any transaction from which the director derives an improper personal
benefit and certain other liabilities and, in the event of an amendment to the
DGCL, eliminates such personal liability of the Company's directors to the
fullest extent permitted by the DGCL, as so amended.
Section 145 of the DGCL generally empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact the he is or was a director,
officer, employee, or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, or other enterprise, against
expenses (including attorneys' fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Section 145 of the DGCL also generally empowers a corporation to indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation, unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine that indemnification is appropriate.
Section 145 of the DGCL further provides that to the extent that a
director, officer, employee or agent of a corporation has been successful in the
defense of any action, suit or proceeding referred to above or in the defense of
any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith; and that indemnification provided for by Section 145 of
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the DGCL shall not be deemed exclusive of any other to which the indemnified
party may be entitled. The section also empowers a corporation to purchase and
maintain insurance on behalf of any person acting in any of the capacities set
forth in the second preceding paragraph against any liability asserted against
him or incurred by him in any such capacity or arising out of his status as such
whether or not the corporation would have the power to indemnify him against
such liabilities under Section 145 of the DGCL.
The Company's Amended and Restated By-laws, as amended (the "By-laws"),
require the Company, under certain circumstances, to indemnify any person who
is, was or has agreed to become a director, officer, employee or agent against
expenses, liability and loss actually and reasonably incurred by him. The
By-laws also provide that expenses incurred in connection with a civil,
criminal, administrative or investigative action, suit or proceeding, or
threat thereof, may be paid by the Company in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking
by or on behalf of the director, officer, employee or agent to repay such amount
if it shall ultimately be determined that he is not entitled to be indemnified
by the Company as authorized in the By-laws.
The Company has also agreed to indemnify its officers and directors
pursuant to indemnification agreements which it has entered into with each such
officer and director against any and all expenses, losses, claims, damages and
liabilities incurred by each such officer and director for or as a result of
actions taken or not taken while each such officer or director was acting in his
capacity as a director, officer, employee or agent of the Company.
The Third Amended and Restated Registration Rights Agreement entered into
by the Company and certain holders ("Holders") of shares of its registrable
securities, provides for cross-indemnification of the Holders whose shares are
included in a registration, qualification or compliance under the Securities
Act, and of the Company, its officers and directors for certain liabilities
arising in connection with such registration, qualification or compliance,
including those liabilities arising under the Securities Act.
In addition, the Company currently intends to obtain directors' and
officers' reimbursement and liability insurance which insures against
liabilities that directors and officers of the Company may incur in such
capacities. The risks covered by such policies do not exclude liabilities under
the Securities Act.
Item 7. Exemption from Registration Claimed
All of the shares of Common Stock being registered for re-sale by this
Registration Statement were sold to the holders thereof in reliance upon
exemptions from registration provided by or pursuant to Section 3(b) or 4(2)
promulgated under the Securities Act.
Item 8. Exhibits
4.1 Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1(a) to the Company's Annual
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Report on Form 10-K for the fiscal year ended December 31, 1995,
Commission File Number 0-27324)
4.2 Certificate of Amendment of Amended and Restated Certificate of
Incorporation of the Company filed with the Secretary of State of
the State of Delaware on June 5, 1996 (filed herewith)
4.3 Certificate of Designations of Series A Junior Participating
Preferred Stock (incorporated by reference to Exhibit 3.1(b) to the
Company's Annual Report on Form 10-K filed for the fiscal year
ended December 31, 1995, Commission File Number 0-27324)
4.4 Rights Agreement dated as of December 11, 1995, between the Company
and Chemical Mellon Shareholder Services, as Rights Agent
(incorporated by reference to Exhibit 4.2 to the Company's Annual
Report on Form 10-K filed for the fiscal year ended December 31,
1995, Commission File Number 0-27324)
4.5 Specimen of Certificate of Common Stock of the Company (incorporated
by reference to Exhibit 4 to the Company's Registration Statement on
Form S-1, as amended (Commission File Number 33-98366), which became
effective on December 13, 1995)
4.6 Amendment to Amended and Restated By-Laws of the Company (filed
herewith)
4.7 1988 Amended and Restated Incentive Plan (incorporated by reference
to Exhibit 10.9 to the Company's Registration Statement on Form S-1,
as amended (Commission File Number 33-98366), which became effective
on December 13, 1995)
4.8 Form of Restricted Stock Purchase Agreement under the 1988 Amended
and Restated Incentive Plan (incorporated by reference to Exhibit
10.10 to the Company's Registration Statement on Form S-1, as
amended (Commission File Number 33-98366), which became effective on
December 13, 1995)
4.9 Form of Incentive Stock Option Agreement under the 1988 Amended and
Restated Incentive Plan (incorporated by reference to Exhibit 10.11
to the Company's Registration Statement on Form S-1, as amended
(Commission File Number 33-98366), which became effective on
December 13, 1995)
4.10 Form of Nonqualified Stock Option Agreement under the 1988 Amended
and Restated Incentive Plan (incorporated by reference to Exhibit
10.12 to the Company's Registration Statement on Form S-1, as
amended (Commission File Number 33-98366), which became effective on
December 13, 1995)
4.11 1996 Incentive Plan (incorporated by reference to Exhibit 10.21 to
the Company's Registration Statement on Form S-1, as amended
(Commission File Number 33-98366), which became effective on
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December 13, 1995)
4.12 Form of Incentive Stock Option Agreement under the 1996 Incentive
Plan (incorporated by reference to Exhibit 10.29 to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
1996, Commission File Number 0-27324)
4.13 Form of Nonqualified Stock Option Agreement under the 1996 Incentive
Plan (incorporated by reference to Exhibit 10.30 to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
1996, Commission File Number 0-27324)
4.14 1996 Nonemployee Director Stock Option Plan of the Company
(incorporated by reference to Exhibit A to the Company's Proxy
Statement for the Annual Meeting of Stockholders held on June 4,
1996 (Commission File Number 0-27324)
4.15 Form of Stock Option Agreement under the 1996 Nonemployee Director
Stock Option Plan of the Company (incorporated by reference to
Exhibit A attached to Exhibit A to the Company's Proxy Statement for
the Annual Meeting of Stockholders Held on June 4, 1996 (Commission
File Number 0-27324)
5 Opinion of General Counsel of the Company as to the validity of the
issuance of the shares of Common Stock being registered (filed
herewith)
23.1 Consent of Ernst & Young LLP, independent auditors (filed herewith)
23.2 Consent of General Counsel of the Company (contained in the opinion
filed as Exhibit 5 herewith)
24 Powers of Attorney (filed herewith)
99.1 Resale Prospectus (filed herewith)
Item 9. Undertakings
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in this Registration Statement; and
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(iii) 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 this
Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post -effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in this 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 the 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.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 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 this
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
Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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 Company 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, the Company 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
Township of Paramus, State of New Jersey, on June 11, 1996.
SYNAPTIC PHARMACEUTICAL CORPORATION
By:/s/ Kathleen P. Mullinix
------------------------
Kathleen P. Mullinix
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on June 11, 1996.
Signature Title Date
/s/ Kathleen P. Mullinix
- ------------------------ Chairman of the Board, June 11, 1996
Kathleen P. Mullinix, Ph.D. President,
Chief Executive Officer
/s/Robert L. Spence
- ------------------------
Robert L. Spence Chief Financial Officer June 11, 1996
and Treasurer (Principal
Financial and Accounting
Officer)
*
- ------------------------
Jonathan J. Fleming Director June 11, 1996
*
- ------------------------
Zola P. Horovitz, Ph.D. Director June 11, 1996
*
- ------------------------
Eric R. Kandel, M.D. Director June 11, 1996
*
- ------------------------
John E. Lyons Director June 11, 1996
*
- ------------------------
Sandra Panem, Ph.D. Director June 11, 1996
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*
- ------------------------
Alison Taunton-Rigby, Ph.D. Director June 11, 1996
*
- ------------------------
Robert Walkingshaw Director June 11, 1996
* By:/s/ Kathleen P. Mullinix
------------------------
Name: Kathleen P. Mullinix
Title: Attorney-in-Fact
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Exhibit 4.2
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
SYNAPTIC PHARMACEUTICAL CORPORATION
The undersigned, KATHLEEN P. MULLINIX, being the duly elected
President of SYNAPTIC PHARMACEUTICAL CORPORATION, a corporation organized and
existing under the laws of the State of Delaware, on behalf of said
corporation hereby certifies that:
FIRST: The name of the corporation is SYNAPTIC PHARMACEUTICAL
CORPORATION (hereinafter called the "Corporation").
SECOND: The date of filing of the original Certificate of
Incorporation of the Corporation with the Secretary of the State of the
State of Delaware was January 16, 1987, under the name "Neurogenetic
Corp."
THIRD: There is hereby added to the Corporation's Amended and
Restated Certificate of Incorporation a new ARTICLE IX as follows:
ARTICLE IX
The authorized number of directors of the Corporation shall be not
less than 3 and not more than 15. The number of directors within this
range shall be stated in the Corporation's By-laws, as they may be
amended from time to time. Effective as of the annual meeting of
stockholders in 1996, the Board of Directors shall be divided into three
classes: Class I, Class II and Class III. The term of office of the
directors in one class shall expire at each annual meeting of
stockholders (or, when the respective successors of the directors in
such class shall have been elected and shall have qualified, if later)
or upon the resignation, removal from office, death or incapacity of any
such director, if earlier. The initial term of office of Class I
directors shall expire at the annual meeting of stockholders in 1997,
the initial term of office of Class II directors shall expire at the
annual meeting of stockholders in 1998, and the initial term of office
of Class III directors shall expire at the annual meeting of
stockholders in 1999 (or, as to each director of each class, when his
successor shall have been elected and shall have qualified, if later) or
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upon his resignation, removal from office, death or incapacity, if
earlier. At each annual meeting of stockholders beginning in 1997,
successors to a class of directors whose term expires at the annual
meeting shall be elected for a three-year term and until their
successors shall be elected and shall qualify.
At any time that the By-laws are amended to change the authorized
number of directors, the Board of Directors shall determine the class or
classes to which the increased or decreased number of directors shall be
apportioned; provided, however, that the number of directors in each
class shall be as nearly equal as possible. No decrease in the number
of directors shall have the effect of shortening the term of any
incumbent director.
The election of directors of the Corporation need not be by
written ballot, unless the By-laws of the Corporation shall so provide.
Any or all of the directors of the Corporation may be removed from
office at any time, but only for "cause," and only with the affirmative
vote of the holders of at least sixty percent (60%) of the outstanding
stock of the Corporation then entitled to vote generally for the
election of directors, given at a duly called annual or special meeting
of stockholders. For purposes of this Article IX, "cause" shall mean:
(i) conviction of a felony; (ii) declaration of unsound mind by order of
court; (iii) gross dereliction of duty; (iv) commission of an action
involving moral turpitude; or (v) commission of an action which
constitutes intentional misconduct or a knowing violation of law if such
action in either event results both in an improper substantial personal
benefit and a material injury to the Corporation.
The directors remaining in office, acting by a majority vote, or a
sole remaining director, although less than a quorum, are hereby
expressly delegated the exclusive power to fill any vacancies in the
Board of Directors, however occurring, whether by an increase in the
number of directors or as a result of the resignation, removal from
office, death or incapacity of a director or otherwise, and any director
so chosen shall hold office until the next election of the class for
which such director shall have been chosen and until his successor shall
have been elected and shall have qualified, or until his earlier
resignation, removal from office, death or incapacity.
This Article IX may not be altered, amended, or repealed except by
the affirmative vote of at least eighty percent (80%) of the outstanding
stock entitled to vote thereon and the affirmative vote of a majority of
the Board of Directors."
FOURTH: The foregoing amendment of the Corporation's Amended and
Restated Certificate of Incorporation has been duly adopted by the Board
of Directors and the stockholders of this Corporation in accordance with
the provisions of Section 242 of the General Corporation Law of the
State of Delaware.
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IN WITNESS WHEREOF, I have executed this Certificate of Amendment
on this 4th day of June, 1996.
/s/Kathleen P. Mullinix
-------------------------------
Kathleen P. Mullinix, President
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Exhibit 4.6
SECRETARY'S CERTIFICATE
The undersigned, Lisa L. Reiter, Secretary of Synaptic Pharmaceutical
Corporation, a Delaware corporation (the "Company"), hereby certifies that on
June 4, 1996, the Board of Directors of the Company adopted the following
resolution, thereby amending the Amended and Restated By-laws of the Company
(the "By-laws") as filed as Exhibit 3.3 to the Company's Registration
Statement on Form S-1, as amended (File Number 33-98366), which became
effective on December 13, 1995:
RESOLVED, that Article III, Section 1 of the By-laws be, and it
hereby is, amended to read in its entirety as follows:
"Section 1. The number of directors constituting the whole
board shall be eight. The directors shall be elected at the
annual meeting of the stockholders, except as provided in Section
2 of this Article or as otherwise provided in the Corporation's
certificate of incorporation, and each director elected shall hold
office until his successor is elected and qualified. Directors
need not be stockholders."
IN WITNESS WHEREOF, the undersigned has set her hand as of this 11th day
of June, 1996.
/s/ Lisa L. Reiter
------------------
Lisa L. Reiter
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Exhibit 5
June 11, 1996
Synaptic Pharmaceutical Corporation
215 College Road
Paramus, New Jersey 07652
Attn: Board of Directors
Validity of Share Issuances under Synaptic
Pharmaceutical Corporation Incentive and Stock Option Plans
------------------------------------------------------------
Ladies and Gentlemen:
I am employed as General Counsel by Synaptic Pharmaceutical Corporation,
a Delaware corporation (the "Company"), and have counseled the Company in
connection with the registration under the Securities Act of 1933, as amended
(the "Act"), of 2,126,932 shares (the "Shares") of Common Stock, $.01 par
value, of the Company for sale to employees (as defined in General Instruction
A to Form S-8 under the Act) pursuant to the Company's 1988 Amended and
Restated Incentive Plan, 1996 Incentive Plan and 1996 Nonemployee Director
Stock Option Plan (collectively, the "Plans"). Such registration is being
effected pursuant to the filing with the Securities and Exchange Commission of
a Registration Statement on Form S-8 (the "Registration Statement").
In that connection, I have examined originals, or copies certified or
otherwise identified to my satisfaction, of such documents, corporate records
and other instruments as I have deemed necessary for the purposes of this
opinion. In my examination, I have assumed the genuineness of all signatures,
the authenticity of all documents submitted to me by officers of the Company
as originals, the conformity to original documents of all documents submitted
to me as certified or photostatic copies and the authenticity of the originals
of such latter documents.
Based upon the foregoing and subject to the limitations set forth below,
I am of the opinion that the original issuance and sale by the Company of the
Shares have been duly authorized and, when issued, delivered and paid for in
accordance with the provisions of the Plans, the Shares will be validly
issued, fully paid and nonassessable.
This opinion is furnished to you solely for your benefit in connection
with the filing of the Registration Statement and is not to be used for any
other purpose without my prior written consent. Notwithstanding the
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foregoing, I hereby consent to the inclusion of this opinion as Exhibit 5 to
the Registration Statement on Form S-8 being filed by the Company.
Very truly yours,
/s/ Lisa L. Reiter
------------------
Lisa L. Reiter
General Counsel
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Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the 1988 Amended
and Restated Incentive Plan, 1996 Incentive Plan and the 1996
Nonemployee Director Stock Option Plan of Synaptic Pharmaceutical
Corporation of our report dated February 16, 1996, with respect
to the financial statements of Synaptic Pharmaceutical
Corporation included in its Annual Report (Form 10-K) for the
year ended December 31, 1995, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
Hackensack, NJ
June 10, 1996
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Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Kathleen P. Mullinix and Lisa L.
Reiter, or either of them, such person's true and lawful attorney-in-fact and
agent with full power of substitution and re-substitution for such person and
in his or her name, place and stead, in any and all capacities, to sign this
Form S-8 and any or all amendments thereto and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and the National Association of Securities
Dealers, granting unto said attorney-in-fact and agent full power and
authority, to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, to all intents and purposes
and as fully as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or her substitutes may
lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
Kathleen P. Mullinix, Ph.D. Chairman of the Board,
President, and
Chief Executive Officer June 4, 1996
Robert L. Spence Chief Financial Officer
and Treasurer June 4, 1996
Jonathan J. Fleming Director June 4, 1996
Zola P. Horovitz, Ph.D. Director June 4, 1996
Eric R. Kandel, M.D. Director June 4, 1996
John E. Lyons Director June 4, 1996
Sandra Panem, Ph.D. Director June 7, 1996
Alison Taunton-Rigby, Ph.D. Director June 4, 1996
Robert Walkingshaw Director June 4, 1996
<PAGE>
Exhibit 99.1
PROSPECTUS
SYNAPTIC PHARMACEUTICAL CORPORATION
115,267 SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE
All 115,267 shares of the Common Stock, $.01 par value per share, may be
offered for sale from time to time by and for the account of certain
stockholders (the "Selling Stockholders") of Synaptic Pharmaceutical
Corporation (the "Corporation") or by pledgees, donees, transferees or other
successors in interest of such Selling Stockholders. See "Selling
Stockholders." Such sales may be made in the over-the-counter market or
otherwise, at prices and on terms then prevailing, at prices related to the
then current market price or in negotiated transactions. See "Plan of
Distribution."
The Company will not receive any of the proceeds of the sale of the
Common Stock offered hereby. All expenses relating to the distribution of the
Common Stock are to be borne by the Company, other than selling commissions
and fees and expenses of counsel and other representatives of the Selling
Stockholders. The Company's Common Stock is traded on The Nasdaq Stock Market
under the symbol "SNAP." On June 6, 1996, the last trade price of the Common
Stock as reported by The Nasdaq Stock Market was $15.25.
See "The Company" for certain information that should be considered by
prospective purchasers of the Common Stock offered hereby.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
No person is authorized to give any information or to make any
representation other than those contained in this Prospectus and, if given or
made, such information or representations must not be relied upon as having
been authorized. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any of these securities in any state to any
person to whom it is unlawful to make such offer or solicitation in such
state. Neither the delivery of this Prospectus nor any sales made hereunder
shall, under any circumstances, create an implication that there has been no
change in the affairs of the Company since the date hereof.
The date of this Prospectus is June 11, 1996
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information can be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024, 450
Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and at the
Regional Offices of the Commission at Seven World Trade Center, Suite 1300,
New York, New York 10048 and at Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60621. Copies of such material can be obtained
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549 at prescribed rates. The Common
Stock of the Company is traded on The Nasdaq Stock Market, and reports, proxy
statements and other information concerning the Company can be inspected at
the offices of the National Association of Securities Dealers, Inc., 1735 K
Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission a registration statement on
Form S-8 (together with all amendments and exhibits, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities
Act"). This Prospectus does not contain all of the information set forth in
the Registration Statement, certain parts of which are omitted in accordance
with the rules and regulations of the Commission. The Registration Statement
may be inspected and copied at the public reference facilities maintained by
the Commission at the address set forth in the preceding paragraph.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission are incorporated
herein by reference and shall be deemed to be a part hereof:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995;
2. All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since December 31, 1995; and
3. The description of the Company's capital stock contained in the
Company's Registration Statement on Form 8-A/A filed with the Commission on
December 7, 1995, pursuant to Section 12(g) of the Exchange Act.
In addition, each document filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of the
Registration Statement of which this Prospectus is a part and prior to the
filing of a post-effective amendment which indicates that all securities
offered thereby have been sold or which deregisters all such securities then
remaining unsold shall be deemed to be incorporated in the Registration
Statement by reference and to be a part thereof from the dat e of filing of
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such document.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of the Registration Statement and this Prospectus to the extent
that a statement contained herein or in any subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not, except as to modified or superseded, be deemed to constitute a part of
the Registration Statement or this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon written
or oral request of such person, a copy of any and all of the information that
has been or may be incorporated by reference in this Prospectus (other than
exhibits to such information unless such exhibits are specifically
incorporated by reference into such information). Requests should be directed
to Lisa L. Reiter, Secretary, Synaptic Pharmaceutical Corporation, 215 College
Road, Paramus, New Jersey 07652, telephone number: (201) 261-1331, ext. 117.
TABLE OF CONTENTS
The Company..................................................................3
Selling Stockholders.........................................................4
Plan of Distribution.........................................................5
Interests of Named Experts and...............................................5
Indemnification of Directors and Officers....................................6
THE COMPANY
The Company is a biotechnology company engaged in the development of a
broad platform of enabling technology which it calls "human receptor-targeted
drug design technology." The Company is utilizing this technology both to
discover and clone the genes that code for human receptor subtypes associated
with specific disorders and to design compounds that can potentially be
developed as drugs for treating these disorders. Human receptor subtypes are
protein molecules in the human body that mediate cell-to-cell signaling. The
Company believes that by designing compounds that are selective for specific
receptor subtypes, new drugs can be developed that will be more effective and
have fewer side effects than existing drugs. In addition, because human
receptor-targeted drug design technology has enabled the Company to discover
genes that code for previously undiscovered human receptor subtypes, Synaptic
is able to design compounds that act through novel mechanisms and that are
aimed at disorders that have historically been difficult or impossible to
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manage. In order to maximize its resources and leverage its scientific
expertise, the Company focuses on the discovery and design phases of the drug
development process and collaborates with pharmaceutical companies primarily
to utilize their expertise in preclinical testing, clinical trials and
commercialization.
Synaptic is currently engaged in collaborations with Eli Lilly and
Company, Merck & Co., Inc., Ciba-Geigy Limited and The DuPont Merck
Pharmaceutical Company that are focused on drug discovery programs for a
variety of disorders, including: migraine headache, anxiety, depression,
benign prostatic hyperplasia and obesity.
The Company was incorporated in Delaware in January 1987. The address
and telephone number for the executive offices of the Company are 215 College
Road, Paramus, New Jersey 07652, (201) 261-1331.
The Risk Factors contained in the Company's Prospectus dated December
14, 1995, and the Cautionary Statements contained in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1996, under the
caption "Disclosure Regarding Forward Looking Statements" are hereby
incorporated by reference herein.
SELLING STOCKHOLDERS
Of the 115,267 shares of Common Stock offered in this Prospectus, 94,375
shares are owned by the individuals set forth below:
Shares of Shares of
Common Stock Common Stock
Owned Prior to to be Offered
Name and Position the Offering Hereby
- ----------------- -------------- -------------
Jonathan Bard, Employee 1,725 1,725
Daljit Dhanoa, Former Employee 1,500 1,500
Charles Gluchowski, Employee 3,518 3,518
Zola Horovitz, Director 4,500 4,500
Eric Kandel, Director 36,847 1,500
Herbert Lepor, Consultant 2,000 2,000
Henry Lester, Consultant 2,504 1,625
Kathleen Mullinix, Chairman, President
and Chief Executive Officer 92,210 46,105
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Lisa Reiter, Vice President, General
Counsel and Secretary 853 853
Robert Taber, Senior Vice President
for Research and Development 20,427 20,427
Alison Taunton-Rigby, Director 4,500 4,500
James Tretter, Former Director 4,397 4,397
John Wetzel, Employee 1,725 1,725
The remaining shares of Common Stock offered in this Prospectus are
owned by certain non-affiliates of the Company, each of whom holds less than
the lesser of 1,000 shares of Common Stock and one percent of the shares of
Common Stock issuable under each of the plans to which the Registration
Statement of which this Prospectus is a part relates. Each of such
non-affiliates may sell up to that number of shares of Common Stock held by him
and may use this Prospectus for reoffers and resales.
PLAN OF DISTRIBUTION
The Common Stock may be offered by the Selling Stockholders from time to
time on The Nasdaq Stock Market or otherwise, at prices and on terms then
prevailing, at prices related to the then current market price or in
negotiated transactions. The shares may be sold by one or more of the
following: (a) a block trade in which the broker or dealer so engaged will
attempt to sell the shares as agent, but may position and resell a portion of
the block as principal to facilitate the transaction; (b) purchases by a
broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this Prospectus; and (c) ordinary brokerage transactions
and transactions in which the broker solicits purchasers. The amount of
Common Stock to be offered and sold by each Selling Stockholder hereunder, and
any other person or group of persons with whom he or she is acting in concert
for the purpose of selling securities of the Company, may not exceed, during
any three-month period, the greater of 1% of the outstanding Common Stock of
the Company and the average weekly reported trading volume of the Common Stock
during the four calendar weeks preceding the commencement of such period.
Brokers or dealers will receive commissions or discounts from the Selling
Stockholders in amounts to be negotiated by the Selling Stockholders.
INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the issuance of shares of Common Stock offered hereby
has been passed upon by Lisa L. Reiter, General Counsel of the Company. Ms.
Reiter is also a Vice President and the Secretary of the Company and is
eligible to receive options to purchase shares of Common Stock under the
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Company's 1996 Incentive Plan. As of June 11, 1996, Ms. Reiter owned 853
shares of Common Stock of the Company and options to purchase an additional
33,148 shares of Common Stock. These shares were purchased under the
Company's 1988 Amended and Restated Incentive Plan (the "1988 Incentive Plan")
and the options were granted under the 1988 Incentive Plan and the Company's
1996 Incentive Plan.
INDEMNIFICATION OF DIRECTORS, OFFICERS AND CERTAIN OTHER PERSONS
As permitted by Section 102(b)(7) of the Delaware General Corporation
Law (the "DGCL"), Article VI of the Company's Amended and Restated Certificate
of Incorporation, as amended, eliminates the liability of the Company's
directors to the Company and its stockholders, except for liabilities related
to a breach of duty of loyalty to the Company and its stockholders, acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, any transaction from which the director derives an
improper personal benefit and certain other liabilities and, in the event of
an amendment to the DGCL, eliminates such personal liability of the Company's
directors to the fullest extent permitted by the DGCL, as so amended.
Section 145 of the DGCL generally empowers a corporation to indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact the he is or was a director,
officer, employee, or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, or other enterprise,
against expenses (including attorneys' fees), judgments, fines, and amounts
paid in settlement actually and reasonably incurred by him in connection with
such action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Section 145 of the DGCL also generally empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending, or completed action or suit by or in the right of
the corporation to procure a judgment in its favor by reason of the fact that
such person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted
in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation, except that no indemnification may
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation, unless and only to the
extent that the Court of Chancery or the court in which such action or suit
was brought shall determine that indemnification is appropriate.
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Section 145 of the DGCL further provides that to the extent that a
director, officer, employee or agent of a corporation has been successful in
the defense of any action, suit or proceeding referred to above or in the
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him
in connection therewith; and that indemnification provided for by Section 145
of the DGCL shall not be deemed exclusive of any other to which the
indemnified party may be entitled. The section also empowers a corporation to
purchase and maintain insurance on behalf of any person acting in any of the
capacities set forth in the second preceding paragraph against any liability
asserted against him or incurred by him in any such capacity or arising out of
his status as such whether or not the corporation would have the power to
indemnify him against such liabilities under Section 145 of the DGCL.
The Company's Amended and Restated By-laws, as amended (the "By-laws"),
require the Company, under certain circumstances, to indemnify any person who
is, was or has agreed to become a director, officer, employee or agent against
expenses, liability and loss actually and reasonably incurred by him. The
By-laws also provide that expenses incurred in connection with a civil,
criminal, administrative or investigative action, suit or proceeding, or
threat thereof, may be paid by the Company in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of the director, officer, employee or agent to repay such amount
if it shall ultimately be determined that he is not entitled to be
indemnified by the Company as authorized in the By-laws.
The Company has also agreed to indemnify its officers and directors
pursuant to indemnification agreements which it has entered into with each
such officer and director against any and all expenses, losses, claims,
damages and liabilities incurred by each such officer and director for or as a
result of actions taken or not taken while each such officer or director was
acting in his or her capacity as a director, officer, employee or agent of the
Company.
The Third Amended and Restated Registration Rights Agreement entered
into by the Company and certain holders ("Holders") of shares of its
registrable securities, provides for cross-indemnification of the Holders
whose shares are included in a registration, qualification or compliance under
the Securities Act, and of the Company, its officers and directors for certain
liabilities arising in connection with such registration, qualification or
compliance, including those liabilities arising under the Securities Act.
In addition, the Company currently intends to obtain directors' and
officers' reimbursement and liability insurance which insures against
liabilities that directors and officers of the Company may incur in such
capacities. The risks covered by such policies do not exclude liabilities
under the Securities Act.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
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Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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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