As filed with the Securities and Exchange Commission on August 1, 2000
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CELLEGY PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Its Charter)
California 82-0429727
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
349 Oyster Point Boulevard, Suite 200
South San Francisco, California 94080
(Address of Principal Executive Offices)
1995 Equity Incentive Plan
1995 Directors' Stock Option Plan
(Full Title of the Plans)
K. Michael Forrest
Chief Executive Officer
Cellegy Pharmaceuticals, Inc.
349 Oyster Point Boulevard, Suite 200
South San Francisco, California 94080
(650) 616-2200
(Name, Address and Telephone Number of Agent For Service)
Copies to:
C. Kevin Kelso, Esq.
Fenwick & West LLP
Two Palo Alto Square
Palo Alto, California 94306
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CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
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Amount Proposed Maximum Proposed Maximum Amount of
to be Offering Price Per Aggregate Offering Registration
Title of Securities to be Registered Registered Share Price Fee
Common Stock, no par value 1,100,000 (1) $8.94 (2) $9,831,250 $2,595.45
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<FN>
(1) Represents 1,000,000 additional shares that are reserved for issuance upon the exercise of stock options
under the Registrant's 1995 Equity Incentive Plan (the "Incentive Plan"). Also includes 100,000 additional
shares that are available for issuance under the Registrant's 1995 Directors' Stock Option Plan (the
"Directors Plan"). Shares issuable upon exercise of stock options granted under these two plans were
originally registered on Form S-8 Registration Statements filed on August 30, 1995, June 14, 1996 (file
no. 333-06065), July 29, 1997 (file no. 333-32301) and July 31, 1998 (file no. 333-60343). A total of
2,450,000 shares issuable under the Incentive Plan have previously been registered under the Securities
Act of 1933, as amended (the "Securities Act"), and a total of 150,000 shares issuable under the Directors
Plan have previously been registered under the Securities Act.
(2) Estimated pursuant to Rule 457(c) under the Securities Act, based on the average of the high and low
prices of the Registrant's Common Stock as reported by the Nasdaq National Market on July 29, 2000, solely
for the purpose of calculating the amount of the registration fee.
</FN>
</TABLE>
<PAGE>
CELLEGY PHARMACEUTICALS, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Incorporation of Previous Registration Statements
This Registration Statement is being filed with the Securities and
Exchange Commission (the "Comission") to include an additional 1,000,000 shares
of the Registrant's common stock covered by the Registrant's 1995 Equity
Incentive Plan, as amended (the "Incentive Plan"), and an additional 100,000
shares of the Registrant's common stock covered by the Registrant's 1995
Directors' Stock Option Plan, as amended (the "Directors Plan"). With respect to
the Incentive Plan, the contents of the Registrant's registration statement on
Form S-8 (file no. 333-60343) previously filed with the Commission on July 31,
1998, are incorporated herein by reference. With respect to the Directors Plan,
the contents of the Registrant's registation statement on Form S-8 (file no.
333-32301) previously filed with the Commission on July 31, 1997, are hereby
incorporated by reference.
2
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Exhibit Index
Exhibit No. Description
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4.01 Registrant's Amended and Restated Articles of
Incorporation (incorporated herein by reference to
Exhibit 4.01 to Registrant's Registration Statement on
Form S-8, filed with the Commission August 30, 1995
(the "1995 Form S-8")).
4.02 Certificate of Determination, as amended, relating to
the Series A Preferred Stock (incorporated herein by
reference to Exhibit 4.02 to the Registrant's Quarterly
Report on 10Q-SB for the three months ended March 31,
1996).
4.03 Registrant's Bylaws, as amended (incorporated herein by
reference to Exhibit 4.03 to the 1995 Form S-8).
4.04 Registrant's 1995 Equity Incentive Plan, as amended.
4.05 Registrant's 1995 Directors' Stock Option Plan, as
amended.
5.01 Opinion of Fenwick & West LLP.
23.01 Consent of Fenwick & West LLP (included in Exhibit
5.01).
23.02 Consent of Ernst & Young LLP, Independent Auditors.
24.01 Power of Attorney (see signature page).
