As filed with the Securities and Exchange Commission on August 10, 1998
Registration No. 333-05793
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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Snyaptic Pharmaceutical Corporation
(Exact name of registrant as specified in its charter)
Delaware 22-2859704
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
215 College Road
Paramus, New Jersey 07652-1431
(Address of Principal Executive Offices) (Zip Code)
1988 Amended and Restated Incentive Plan
1996 Incentive Plan
1996 Nonemployee Director Stock Option Plan
(Full title of the plans)
Lisa L. Reiter, Esq.
Synaptic Pharmaceutical Corporation
215 College Road
Paramus, New Jersey 07652-1431
(Name and address of agent for service)
(201) 261-1331
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price Per Offering Registration
Registered Registered(1)(2) Share(3) Price(3) Fee
- -------------- ---------------- ---------- --------- ------------
Common Stock,
$.01 par value 1,000,000 shares $12.3125 $12,312,500 $3,632.19
(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended
(the "Act"), this registration statement shall be deemed to cover
additional securities that may be offered or issued to prevent dilution
resulting from stock splits, stock dividends or similar transactions.
(2) 1,000,000 additional shares of Common Stock are being registered
hereby which may be issued as awards or in respect of awards granted
pursuant to the 1996 Incentive Plan, as amended.
(3) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(h) and Rule 457(c) of the Act on the basis of
the average of the high and low sales prices reported on the Nasdaq
National Market on August 5, 1998.
<PAGE>
EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, this
Post-effective Amendment No. 1 to the Registrant's Registration Statement on
Form S-8 (Registration No. 333-05793) incorporates by reference the contents of
the earlier registration statement on Form S-8 which was filed with the
Securities and Exchange Commission on June 12, 1996.
<PAGE>
Item 8. Exhibits.
4.11 1996 Incentive Plan, as amended (incorporated by reference to
Exhibit A of the Registrant's Proxy Statement, dated April 13,
1998, with respect to the Annual Meeting of Stockholders to be
held May 12, 1998 (Commission File No. 0-27324)).
5 Opinion of the General Counsel of the Registrant as to the
validity of the issuance of the shares of Common Stock
registered hereby.
23.1 Consent of the General Counsel of the Registrant (included in
Exhibit 5).
23.2 Consent of Ernst & Young LLP.
24 Power of Attorney.*
- -----------------
*Previously filed.
II-1
<PAGE>
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 on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Paramus, State of New
Jersey, on August 10, 1998.
SYNAPTIC PHARMACEUTICAL CORPORATION
By:/s/ Kathleen P. Mullinix
----------------------------------------
Name: Kathleen P. Mullinix, Ph.D.
Title: Chairman of the Board,
President and Chief Executive Officer
II-2
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-8 has been signed by the following persons
(which persons constitute a majority of the Board of Directors) in the
capacities and on the dates indicated:
Signature Title Date
- --------------------------- ------------------------ -------------
/s/ Kathleen P. Mullinix
- ------------------------ Chairman of the Board, August 10, 1998
Kathleen P. Mullinix, Ph.D. President, Chief Executive
Officer and Director
(Principal Executive
Officer)
*
- ------------------------
Robert L. Spence Chief Financial Officer August 10, 1998
and Treasurer (Principal
Financial and Accounting
Officer)
*
- ------------------------
Jonathan J. Fleming Director August 10, 1998
*
- ------------------------
Zola P. Horovitz, Ph.D. Director August 10, 1998
*
- ------------------------
Eric R. Kandel, M.D. Director August 10, 1998
*
- ------------------------
John E. Lyons Director August 10, 1998
*
- ------------------------
Sandra Panem, Ph.D. Director August 10, 1998
*
- ------------------------
Alison Taunton-Rigby, Ph.D. Director August 10, 1998
* By:/s/ Kathleen P. Mullinix
------------------------
Kathleen P. Mullinix
Title: Attorney-in-Fact
II-3
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number
-------
4.11 1996 Incentive Plan, as amended (incorporated by reference to
Exhibit A of the Registrant's Proxy Statement, dated April 13,
1998, with respect to the Annual Meeting of Stockholders to be
held May 12, 1998 (Commission File No. 0-27324)).
5 Opinion of the General Counsel of the Registrant as to the
validity of the issuance of the shares of Common Stock
registered hereby.
23.1 Consent of the General Counsel of the Registrant (included in
Exhibit 5).
23.2 Consent of Ernst & Young LLP.
24 Power of Attorney.*
- -----------------
*Previously filed.
EXHIBIT 5
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August 10, 1998
Synaptic Pharmaceutical Corporation
215 College Road
Paramus, New Jersey 07652
Attn: Board of Directors
Validity of Additional Share Issuances under
Synaptic Pharmaceutical Corporation's 1996 Incentive Plan
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 an additional 1,000,000 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 1996
Incentive Plan, as amended (the "Plan"). Such registration is being effected
pursuant to the filing with the Securities and Exchange Commission (the
"Commission") of a Post-Effective Amendment No. 1 (the "Amendment") to the
Registration Statement on Form S-8 (No. 333-05793) which was filed with the
Commission on June 12, 1996 (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 Shares have been duly authorized and, when
issued, delivered and paid for in accordance with the provisions of the Plan
(and any applicable agreement pertaining to awards granted or to be granted
under the Plan), 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 Amendment with the Commission and is not to be used for
any other purpose without my prior written consent. Notwithstanding the
foregoing, I hereby consent to the inclusion of this opinion as Exhibit 5 to the
Amendment being filed by the Company with the Commission. In giving the
foregoing consent, I do not admit that I am in the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of
the Commission promulgated thereunder.
Very truly yours,
/s/Lisa L. Reiter
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Lisa L. Reiter
General Counsel
EXHIBIT 23.2
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Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-05793) pertaining to the 1988 Amended and Restated Incentive Plan,
the 1996 Incentive Plan and the 1996 Nonemployee Director Stock Option Plan of
Synaptic Pharmaceutical Corporation of our report dated January 30, 1998
(except for the second paragraph of Note 11 as to which the date is March 2,
1998), with respect to the financial statements of Synaptic Pharmaceutical
Corporation included in its Annual Report (Form 10-K) for the year ended
December 31, 1997, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Hackensack, New Jersey
August 6, 1998
