<PAGE>
As filed with the Securities and Exchange Commission on February 18, 2000
Registration No. 333-95605
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________________
Tularik Inc.
(Exact name of registrant as specified in its charter)
_____________________________
<TABLE>
<S> <C> <C>
Delaware Two Corporate Drive 94-3148800
(State of Incorporation) South San Francisco, California 94080 (I.R.S. Employer Identification No.)
(650) 825-7000
(Address and telephone number of principal executive offices)
</TABLE>
________________________________
David V. Goeddel
Chief Executive Officer
Tularik Inc.
Two Corporate Drive
South San Francisco, California 94080
(650) 825-7000
________________________________
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
____________________
Copies to:
Suzanne Sawochka Hooper, Esq.
Stephen N. Rosenfield, Esq.
Cooley Godward, LLP
5 Palo Alto Square
3000 El Camino Real
Palo Alto, California 94306
(650) 843-5000
____________________
Approximate date of proposed sale to the public: As soon as practicable after
the Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), check the following box.[_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering.[_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
number for the same offering.[_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering.[X]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box.[_]
<PAGE>
Expanatory Note
The purpose of this post-effective Amendment No. 1 to the Registration
Statement is to file a corrected Exhibit 5.1 to the Registration Statement.
Item 8. EXHIBITS
Exhibit
Number
------
3.1* Amended and Restated Certificate of Incorporation.
3.2* Amended and Restated Bylaws.
4.1* Specimen Common Stock Certificate.
5.1 Opinion of Cooley Godward LLP.
23.1** Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1** Power of Attorney. Reference is made to the Signature Page.
99.1* 1991 Equity Incentive Plan.
99.2* 1997 Equity Incentive Plan.
99.3* 1997 Non-Employee Directors' Stock Option Plan.
99.4** Amplicon Corp. Stock Option Plan.
99.5** Tularik Matching Plan.
99.6* 1999 Employee Stock Purchase Plan.
______________________
* Filed as an exhibit to the Company's Registration Statement on Form S-1 (No.
333-89177), as amended through the date hereof, and incorporated herein by
reference.
** Filed as an exhibit to the Company's Registration Statement on Form S-8 (No.
333-95605) and incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this post-effective Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of South San Francisco, State of California, on the
18th day of February, 2000.
TULARIK INC.
By: /s/ Corinne H. Lyle
-----------------------------
Corinne H. Lyle
Chief Financial Officer
In accordance with the requirements of the Securities Act of 1933, as
amended, this post-effective Amendment No. 1 to the Registration Statement has
been signed below by the following persons in the capacities and on the dates
indicated.
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<CAPTION>
Signature Title Date
<S> <C> <C>
* Chief Executive Officer and Director February 18, 2000
- ---------------------------------------- (Principal Executive Officer)
David V. Goeddel
/s/ Corinne H. Lyle Chief Financial Officer February 18, 2000
- ---------------------------------------- (Principal Finance and Accounting Officer)
Corinne H. Lyle
* Director February 18, 2000
- ----------------------------------------
A. Grant Heidrich, III
* Director February 18, 2000
- ----------------------------------------
Mark J. Levin
* Director February 18, 2000
- ----------------------------------------
Paul A. Marks
* Director February 18, 2000
- ----------------------------------------
Edward R. McCracken
* Director February 18, 2000
- ----------------------------------------
Steven L. McKnight
* Director February 18, 2000
- ----------------------------------------
Peter J. Sjostrand
* By /s/ Corinne H. Lyle
- ----------------------------------------
Attorney-in-fact
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number
-------
3.1* Amended and Restated Certificate of Incorporation.
3.2* Amended and Restated Bylaws.
4.1* Specimen Common Stock Certificate.
5.1 Opinion of Cooley Godward LLP.
23.1** Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1** Power of Attorney. Reference is made to the Signature Page.
99.1* 1991 Equity Incentive Plan.
99.2* 1997 Equity Incentive Plan.
99.3* 1997 Non-Employee Directors' Stock Option Plan.
99.4** Amplicon Corp. Stock Option Plan.
99.5** Tularik Matching Plan.
99.6* 1999 Employee Stock Purchase Plan.
_______________________
* Filed as an exhibit to the Company's Registration Statement on Form S-1 (No.
333-89177), as amended through the date hereof, and incorporated herein by
reference.
** Filed as an exhibit to the Company's Registration Statement on Form S-8 (No.
333-95605) and incorporated herein by reference.
<PAGE>
EXHIBIT 5.1
[COOLEY GODWARD LETTERHEAD]
January 28, 2000
Tularik Inc.
Two Corporate Drive
South San Francisco, CA 94080
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Tularik Inc. (the "Company") of a Registration Statement on
Form S-8 (the "Registration Statement") with the Securities and Exchange
Commission covering the offering of up to 7,200,800 shares of the Company's
Common Stock, $.001 par value (the "Shares").
In connection with this opinion, we have examined the Registration Statement,
your Certificate of Incorporation and By-laws, as amended, and such other
documents, records, certificates, memoranda and other instruments as we deem
necessary as a basis for this opinion. We have assumed the genuineness and
authenticity of all documents submitted to us as originals, the conformity to
originals of all documents submitted to us as copies thereof, and the due
execution and delivery of all documents where due execution and delivery are a
prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Registration
Statement, will be validly issued, fully paid and nonassessable (except as to
shares issued pursuant to certain deferred payment arrangements, which will be
fully paid and nonassessable when such deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
Cooley Godward LLP
By: /s/ Matthew B. Hemington
-----------------------------
Matthew B. Hemington, Esq.
