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As filed with the Securities and Exchange Commission on November 20, 1997.
Registration No. 333 - 17235
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TREGA BIOSCIENCES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 51-0336233
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(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)
1996 STOCK INCENTIVE PLAN OF TREGA BIOSCIENCES, INC.
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(Full title of the plan)
Copy to:
ROBERT S. WHITEHEAD T. MICHAEL HIRD
Trega Biosciences, 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
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(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, 1,100,000 $3.4375 $3,781,250.00 $1,146.00
par value $.001 shares
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</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 19, 1997.
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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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INFORMATION REQUIRED PURSUANT TO
GENERAL INSTRUCTION E TO FORM S-8
GENERAL INSTRUCTION E INFORMATION
This Registration Statement is being filed for the
purpose of increasing the number of securities of the same
class as other securities for which a Registration
Statement of the Registrant on Form S-8 relating to the
same employee benefit plan is effective.
Registrant's Form S-8 Registration Statement (the
"1996 Registration Statement") filed with the Securities
and Exchange Commission on March 29, 1996, File No. 333-
2910, is hereby incorporated by reference (except for the
Section which incorporates certain documents by reference,
which Section, for purposes of this Registration Statement,
is set forth below under "Incorporation of Documents by
Reference").
In addition to the increase in the number of
securities described above, the title of the employee
benefit plan and the name of the registrant have changed.
The title of the employee benefit plan in the 1996
Registration Statement was the "1996 Stock Incentive Plan
of Houghten Pharmaceuticals Inc." and the name of the
Registrant was "Houghten Pharmaceuticals Inc." The title
of the employee benefit plan is now the "1996 Stock
Incentive Plan of Trega Biosciences, Inc." and the name of
the Registrant is now "Trega Biosciences, Inc."
Incorporation of 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 Annual Report on Form 10-K (File No.
000-27972) for the fiscal year ended December 31,
1996, which contains, among other things, the
consolidated financial statements of Registrant
and certain supplementary data for the fiscal
year ended December 31, 1996 together with the
report thereon of Ernst & Young LLP, independent
public accountants.
(2) Registrant's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1997, June 30, 1997
and September 30, 1997, and Registrant's Current
Reports on Form 8-K dated February 28, 1997 and
May 1, 1997.
(3) The description of Registrant's Common Stock
contained in Registrant's Registration Statement
on Form 8-A filed on March 13, 1996.
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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.
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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 Registra-
tion Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San
Diego, State of California, on November 17, 1997.
TREGA BIOSCIENCES, INC.
By /s/ Robert S. Whitehead
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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
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<S> <C> <C>
/s/ Robert S. Whitehead President and Chief November 17, 1997
- ------------------------ Executive Officer
Robert S. Whitehead (Principal Executive
Officer) and Director
/s/ Fariba F. Ghodsian Strategic and Financial November 17, 1997
- ------------------------ Advisor and Acting Chief
Fariba F. Ghodsian Financial Officer
(Principal Financial and
Accounting Officer
/s/ Lawrence D. Muschek President of Research November 17, 1997
- ------------------------ and Development and
Lawrence D. Muschek Director
*/s/ James C. Blair Chairman of the Board November 17, 1997
- ------------------------ of Directors
James C. Blair
</TABLE>
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<TABLE>
<CAPTION>
Name Title Date
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<S> <C> <C>
*/s/ Cam L. Garner Director November 17, 1997
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Cam L. Garner
*/s/ Harry D. Lambert Director November 17, 1997
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Harry D. Lambert
Director
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Jeremy M. Levin
*/s/Harvey S. Sadow Director November 17, 1997
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Harvey S. Sadow
*/s/Ronald R. Tuttle Director November 17, 1997
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Ronald R. Tuttle
Director
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Anders Wiklund
* By /s/Robert S. Whitehead
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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>
5.1 Opinion regarding legality of 7
securities to be offered.
10.1 1996 Stock Incentive Plan of *
Trega Biosciences, Inc.
23.1 Consent of Ernst & Young LLP, 8
Independent Auditors.
23.2 Consent of Pillsbury Madison & --
Sutro (included in Exhibit 5.1).
24.1 Power of Attorney. 9
</TABLE>
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* Exhibit 10.1 is incorporated by reference to Appendix
A to Registrant's Proxy Statement filed with the SEC
on April 28, 1997 pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (SEC file
no. 000-27972).
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<PAGE>
EXHIBIT 5.1
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November 17, 1997
Trega Biosciences, Inc.
3550 General Atomics Court
San Diego, CA 92121
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-8 to be filed by
Trega Biosciences, Inc., a Delaware corporation (the "Company"), with the
Securities and Exchange Commission under the Securities Act of 1933, relating to
an additional 1,100,000 shares of the Company's Common Stock which may be
issuable pursuant to the 1996 Stock Incentive 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
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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 1996 Stock Incentive Plan of Trega Biosciences,
Inc. of our report dated February 5, 1997 (except for Note 10, as to which the
date is February 28, 1997) with respect to the consolidated financial statements
of Trega Biosciences, Inc. included in its Annual Report on Form 10-K for the
year ended December 31, 1996, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
San Diego, California
November 18, 1997
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POWER OF ATTORNEY
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 true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to do the following:
(1) execute a registration statement of Trega Biosciences, Inc., a
Delaware corporation ("Trega"), which registration statement registers
1,100,000 shares of common stock of Trega (and related plan interests,
if any) for issuance pursuant to the Amended and Restated 1996 Stock
Incentive Plan of Trega, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and
Exchange Commission (the "SEC"); and
(2) execute any supplement or amendment to 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 might or could
do in person, hereby ratifying and confirming all that each of said attorneys-
in-fact and agents or his substitute or
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substitutes may lawfully do or cause to be done by virtue hereof.
Dated: April 23, 1997 /s/ Robert S. Whitehead
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Robert S. Whitehead
Dated:
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Terence E. McMorrow
Dated: April 23, 1997 /s/ James C. Blair
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James C. Blair
Dated: April 24, 1997 /s/ William T. Comer
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William T. Comer
Dated: April 23, 1997 /s/ Gregory J. Forrest
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Gregory J. Forrest
Dated: April 23, 1997 /s/ Cam L. Garner
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Cam L. Garner
Dated: April 23, 1997 /s/ Richard A. Houghten
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Richard A. Houghten
Dated: April 23, 1997 /s/ Harry D. Lambert
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Harry D. Lambert
Dated: April 23, 1997 /s/ Harvey S. Sadow
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Harvey S. Sadow
Dated: April 24, 1997 /s/ Ronald R. Tuttle
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Ronald R. Tuttle
