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As filed with the Securities and Exchange
Commission on December 3, 1996.
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
HOUGHTEN PHARMACEUTICALS INC.
(Exact name of registrant as specified in its charter)
Delaware 51-0336233
- ------------------------------ -------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3550 General Atomics Court
San Diego, California 92121
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(Address of Principal (Zip Code)
Executive Offices)
AMENDED AND RESTATED 1992 STOCK PLAN OF HOUGHTEN PHARMACEUTICALS, INC.
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(Full title of the plan)
Copy to:
ROBERT S. WHITEHEAD T. MICHAEL HIRD
Houghten Pharmaceuticals, Inc. Pillsbury Madison & Sutro
3550 General Atomics Court 101 W. Broadway, Suite 1800
San Diego, California 92121 San Diego, California 92101
(619) 455-2544 (619) 544-3176
- ------------------------------ ------------------------------
(Name, address and telephone
number, including area code,
of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Maximum Proposed Amount of
Securities To To Be Offering Price Maximum Aggregate Registration
Be Registered Registered per Share(1) Offering Price(1) Fee
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<S> <C> <C> <C> <C>
Common Stock, 471,684 shares $4.875 $2,299,459.50 $697.00
par value $.001
</TABLE>
(1) Pursuant to Rule 457(c) under the Securities Act of 1933, the
registration fee is based upon the average of the high and low prices
of the Common Stock as quoted on the Nasdaq National Market on
November 27, 1996.
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This Registration Statement shall become effective upon filing in
accordance with Rule 462 under the Securities Act of 1933.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual
Information.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended (the "1933
Act"), and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed by Registrant with the Securities and
Exchange Commission (the "SEC") are incorporated by reference in this
registration statement:
(1) Registrant's prospectus filed pursuant to Rule 424(b) under
the 1933 Act in connection with Registrant's registration
statement on Form S-1 (SEC file no. 333-1376).
(2) All reports filed by Registrant pursuant to Section 13(c) or
15(d) of the Securities Exchange Act of 1934, as amended (the
"1934 Act"), since December 31, 1995.
(3) The description of Registrant's Common Stock contained
in Registrant's registration statement on Form 8-A
filed on March 13, 1996.
In addition, all documents subsequently filed by Registrant with the
SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act 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 documents.
Item 4. Description of Securities.
Not applicable.
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Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the "DGCL")
provides for the indemnification of officers, directors and other corporate
agents in terms sufficiently broad to indemnify such persons under certain
circumstances for liabilities (including reimbursement of expenses incurred)
arising under the 1933 Act. Article VII of the Registrant's Restated Certificate
of Incorporation provides for indemnification to the fullest extent authorized
by the DGCL. The Registrant has also entered into agreements with each of its
directors that provide for the indemnification of and the advancement of
expenses to such persons to the greatest extent permitted by Delaware law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Index to Exhibits.
Item 9. Undertakings.
(a) The undersigned Registrant 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 of 1933.
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the 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 the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
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represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement.
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
Registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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 that 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.
(b) The undersigned Registrant hereby further undertakes that,
for purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
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.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
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Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant 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 Registrant 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 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 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 San Diego, State of California, on December 2, 1996.
HOUGHTEN PHARMACEUTICALS, INC.
By */s/ Robert S. Whitehead
------------------------------
Robert S. Whitehead
President and Chief Executive Officer
(Principal Executive Officer)
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 date indicated:
<TABLE>
<CAPTION>
Name Title Date
- ---- ----- ----
<S> <C> <C>
*/s/ Robert S. Whitehead President and Chief Executive December 2, 1996
- ---------------------------- Officer (Principal Executive
Robert S. Whitehead Officer) and Director
/s/ Terence E. McMorrow Vice President, Finance and December 2, 1996
- ---------------------------- Corporate Development (Principal
Terence E. McMorrow Financial and Accounting Officer)
/s/ Richard A. Houghten Chief Scientific Officer and December 2, 1996
- ----------------------------
Richard A. Houghten
*/s/ James C. Blair Chairman of the Board of December 2, 1996
- ----------------------------
James C. Blair
*/s/ William T. Comer Director December 2, 1996
- ----------------------------
William T. Comer
</TABLE>
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<TABLE>
<CAPTION>
Name Title Date
- ---- ----- ----
<S> <C> <C>
*/s/ Gregory J. Forrest Director December 2, 1996
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Gregory J. Forrest
Director
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Cam L. Garner
*/s/ Harry D. Lambert Director December 2, 1996
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Harry D. Lambert
*/s/ Harvey S. Sadow Director December 2, 1996
- ----------------------------
Harvey S. Sadow
Director
- ----------------------------
Ronald R. Tuttle
* By /s/ Terence E. McMorrow
- ----------------------------
Attorney-in-fact
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Exhibit Numbered Page
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<S> <C> <C>
4.1 Form of Restated Certificate of *
Incorporation of Registrant.
4.2 Amended and Restated Bylaws of *
Registrant.
5.1 Opinion regarding legality of 9
securities to be offered.
10.1 Amended and Restated 1992 Stock
Plan of Houghten Pharmaceuticals,
Inc. *
23.1 Consent of Ernst & Young LLP, 10
Independent Auditors.
23.2 Consent of Pillsbury Madison & --
Sutro (included in Exhibit 5.1).
24.1 Power of Attorney. 11
</TABLE>
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* Exhibits 4.1, 4.2 and 10.1 are incorporated by reference to Exhibits
3.3, 3.5 and 10.2, respectively, to Registrant's registration statement
on Form S-1 (SEC file no. 333-1376) filed on February 14, 1996.
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EXHIBIT 5.1
December 2, 1996
Board of Directors
Houghten Pharmaceuticals, Inc.
3550 General Atomics Court
San Diego, CA 92121
Re: Registration Statement on Form S-8
Amended and Restated 1992 Stock Plan
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-8 to be filed by
Houghten Pharmaceuticals, Inc., a Delaware corporation (the "Company"), with the
Securities and Exchange Commission under the Securities Act of 1933, relating to
471,684 shares of the Company's Common Stock which may be issuable pursuant to
the Amended and Restated 1992 Stock Plan of the Company (the "Plan"), it is our
opinion that such shares of the Common Stock of the Company, when issued and
sold in accordance with the Plan, will be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ Pillsbury Madison & Sutro LLP
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EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the Amended and Restated 1992 Stock Plan of
Houghten Pharmaceuticals, Inc. of our report dated February 13, 1996 relating to
the consolidated financial statements of Houghten Pharmaceuticals, Inc. included
in its Registration Statement on Form S-1 (No. 333-1376) and related prospectus
filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
San Diego, California
December 2, 1996
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Exhibit 24.1
KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each of the undersigned
constitutes and appoints Robert S. Whitehead and Terence E. McMorrow, and each
of them, his or her true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to do the following:
(1) execute a registration statement of Houghten
Pharmaceuticals, Inc., a Delaware corporation ("HPI"),
which registration statement registers common stock of
HPI (and related plan interests, if any) for issuance
pursuant to the Amended and Restated 1992 Stock Plan
of HPI, and to file the same, with exhibits thereto
and other documents in connection therewith, with the
Securities and Exchange Commission (the "SEC");
(2) execute a registration statement of HPI which registers common
stock of HPI (and related plan interests, if any) for issuance
pursuant to the 1995 Stock Plan of HPI, and to file the same,
with exhibits thereto and other documents in connection
therewith, with the SEC; and
(3) execute any supplement or amendment to any of the
foregoing, and to file the same, with exhibits thereto
and other documents in connection therewith, with the
SEC;
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that
