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As filed with the Securities and Exchange Commission on October 5, 1998.
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
TREGA BIOSCIENCES, 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.)
9880 Campus Point Drive
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 LLP
9880 Campus Point Drive 101 W. Broadway, Suite 1800
San Diego, California 92121 San Diego, California 92101
(619) 410-6500 (619) 544-3176
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(Name, address and telephone
number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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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, 2,000,000 shares $1.875 $3,750,000.00 $1,107.00
par value $.001
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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 October 1,
1998.
-----------------
This Registration Statement shall become effective upon filing in accordance
with Rule 462 under the Securities Act of 1933.
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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 two
Registration Statements of the Registrant on Form S-8 relating to the same
employee benefit plan are effective.
The contents of the Registrant's Form S-8 Registration Statements filed
with the Securities and Exchange Commission on March 29, 1996, File No.
333-2910, and November 24, 1997, File No. 333-40903, are hereby incorporated by
reference (except for the Sections which incorporate certain documents by
reference, which Section, for purposes of this Registration Statement, is set
forth below under "Incorporation of Documents by Reference").
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, 1997, which contains, among
other things, the consolidated financial statements of the
Registrant and certain supplementary data for the fiscal year
ended December 31, 1997 together with the report thereon of Ernst
& Young LLP, independent auditors.
(2) Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1998 and June 30, 1998.
(3) The description of the Registrant's Common Stock contained in
the 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 Securities Exchange
Act of 1934, as amended, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Diego, State of California, on this 5th day of
October, 1998.
TREGA BIOSCIENCES, INC.
By /s/ Robert S. Whitehead
----------------------------------------------
Robert S. Whitehead
President, Chief Executive Officer and Acting
Chief Financial Officer (Principal Executive,
Financial and Accounting 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, Chief Executive Officer October 5, 1998
- ----------------------------- and Acting Chief Financial Officer
Robert S. Whitehead (Principal Executive, Financial and
Accounting Officer) and Chairman of
the Board of Directors
*/s/ Lawrence D. Muschek President of Research and October 5, 1998
- ----------------------------- Development and Director
Lawrence D. Muschek
*/s/ James C. Blair Director October 5, 1998
- -----------------------------
James C. Blair
*/s/ Harry D. Lambert Director October 5, 1998
- -----------------------------
Harry D. Lambert
*/s/ Jeremy M. Levin Director October 5, 1998
- -----------------------------
Jeremy M. Levin
</TABLE>
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<TABLE>
<CAPTION>
Name Title Date
- ---- ----- ----
<S> <C> <C>
*/s/ Harvey S. Sadow Director October 5, 1998
- -----------------------------
Harvey S. Sadow
*/s/ Ronald R. Tuttle Director October 5, 1998
- -----------------------------
Ronald R. Tuttle
*/s/ Anders P. Wiklund Director October 5, 1998
- -----------------------------
Anders P. Wiklund
* By /s/ Robert S. Whitehead
------------------------
Attorney-in-fact
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
- ------ -------
<S> <C>
5.1 Opinion regarding legality of
securities to be offered.
23.1 Consent of Ernst & Young LLP,
Independent Auditors.
23.2 Consent of Pillsbury Madison &
Sutro LLP (included in Exhibit 5.1).
24.1 Power of Attorney.
*99.1 1996 Stock Incentive Plan of
Trega Biosciences, Inc., as amended
and restated.
</TABLE>
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* The Plan was filed by the Registrant with the Registrant's definitive Proxy
Statement in respect of its 1998 Annual Meeting of Stockholders (File No.
000-27972) as Appendix A thereto and is incorporated herein by reference.
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EXHIBIT 5.1
October 1, 1998
Trega Biosciences, Inc.
9880 Campus Point Drive
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, as amended,
relating to an additional 2,000,000 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
[12448]
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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 1996 Stock Incentive Plan of Trega
Biosciences, Inc. of our report dated February 28, 1998, 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, 1997, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
San Diego, California
October 1, 1998
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EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each of the undersigned
constitutes and appoints Robert S. Whitehead and Lawrence D. Muschek, 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 2,000,000 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: August 25, 1998 /s/ Robert S. Whitehead
----------------------------
Robert S. Whitehead
Dated: August 25, 1998 /s/ James C. Blair
----------------------------
James C. Blair
Dated: August 25, 1998 /s/ Harry D. Lambert
----------------------------
Harry D. Lambert
Dated: August 25, 1998 /s/ Jeremy M. Levin
----------------------------
Jeremy M. Levin
Dated: August 25, 1998 /s/ Lawrence D. Muschek
----------------------------
Lawrence D. Muschek
Dated: August 25, 1998 /s/ Harvey S. Sadow
----------------------------
Harvey S. Sadow
Dated: August 25, 1998 /s/ Ronald R. Tuttle
----------------------------
Ronald R. Tuttle
Dated: August 25, 1998 /s/ Anders P. Wiklund
----------------------------
Anders P. Wiklund
