<PAGE>
As filed with the Securities and Exchange Commission on June 7, 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
_______________
NaPro BioTherapeutics, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 84-1187753
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
6304 Spine Road, Unit A 80301
Boulder, Colorado (Zip Code)
Telephone: (303) 530-3891
(Address of Principal Executive Offices)
_______________
NaPro BioTherapeutics, Inc.
1993 Stock Option Plan
NaPro BioTherapeutics, Inc.
1994 Long-Term Performance Incentive Plan
(full title of the plans)
_______________
Gordon H. Link, Jr. With Copies to:
Chief Financial Officer
6304 Spine Road, Unit A Garth B. Jensen, Esq.
Boulder, Colorado 80301 Holme Roberts & Owen LLC
Telephone: (303) 530-3891 1700 Lincoln, Suite 4100
Telecopier: (303) 530-1296 Telephone: (303) 866-0368
(Name, Address, and Telephone Number, Telecopier: (303) 866-0200
Including Area Code, of Agent for Service)
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<TABLE>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed Maximum
Title of Securities Amount to be Maximum Aggregate Offering Amount of
to be Registered Registered (1) Offering Price Price (2) Registration Fee
Per Share(2)
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<S> <C> <C> <C> <C>
Common Stock
($.0075 par value) 46,736 $ 0.75 $ 35,052.00 $ 12.09
45,687 2.40 109,648.80 37.81
10,758 3.65 39,266.70 13.54
500 3.85 1,925.00 0.66
38,500 6.09 234,465.00 80.85
2,000 6.25 12,500.00 4.31
6,667 6.57 43,802.19 15.10
20,000 7.66 153,200.00 52.83
6,000 10.00 60,000.00 20.69
238,625 10.125 2,416,078.13 833.13
5,000 10.875 54,375.00 18.75
16,500 11.125 183,562.50 63.30
24,000 11.75 282,000.00 97.24
519,173 15.25 $ 7,917,388.25 $ 2,730.13
--------- ------------------- --------------------
980,146 $ 11,543,263.57 $ 3,980.44
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</TABLE>
(1) 113,682 and 866,464 shares are covered by the 1993 Stock Option Plan and
the 1994 Long-Term Performance Incentive Plan, respectively.
(2) Estimated solely for the purpose of calculating the registration fee for
the shares being registered hereby pursuant to Rule 457 based on (a) an
exercise price of $0.75 per share for 46,736 shares, $2.40 per share for
45,687 shares, $3.65 per share for 10,758 shares, $3.85 per share for 500
shares, $6.09 per share for 38,500 shares, $6.25 per share for 2,000
shares, $6.57 per share for 6,667 shares, $7.66 per share for 20,000
shares, $10.00 per share for 6,000 shares, $10.125 per share for 238,625
shares, $10.875 per share for 5,000 shares, $11.125 per share for 16,500
shares and $11.75 per share for 24,000 shares, and (b) an exercise price of
$15.25 per share (the average of the high and low sales price for Common
Stock on June 6, 1996, as reported on the Nasdaq market) for 519,173 shares
of Common Stock covered by the Registrant's Plans which are not subject to
outstanding options or restricted stock grants.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by NaPro BioTherapeutics, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference in the Registration Statement:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1995, as amended on Forms 10-K/A;
(2) The Company's Report on Form 10-Q for the quarter ended March 31,
1996; and
(3) All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
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.
Item 4. Description of Securities
The description of the Common Stock to be issued is incorporated by
reference from Amendment No. 2 to the Company's Registration Statement on Form
S-1 filed May 17, 1996 (File No. 33-78016), as may be amended.
Item 5. Interests of Named Experts and Counsel
The legality of the shares of Common Stock will be passed on for the
Company by Holme Roberts & Owen LLC, Denver, Colorado.
The consolidated financial statements of NaPro Bio Therapeutics, Inc.
appearing in NaPro BioTherapeutics, Inc.'s Annual Report, as amended (Form
10K/A2) for the year ended December 31, 1995, have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon included therein
and incorporated herein by reference. Such financial statements are, and
audited financial statements to be included in subsequently filed documents will
be, incorporated herein in reliance upon the reports of Ernst & Young LLP
pertaining to such financial statements to the extent covered by consents filed
with the Securities and Exchange Commission given upon the authority of such
firm as experts in accounting and auditing.
Item 6. Indemnification of Directors and Officers.
Section 102(b)(7) of the Delaware General Corporation Law permits a
Delaware corporation to limit the personal liability of its directors in
accordance with the provisions set forth therein. The Certificate of
Incorporation of the Registrant provides that the personal liability of its
directors shall be limited to the fullest extent permitted by applicable law.
Section 145 of the Delaware General Corporation Law contains
provisions permitting corporations organized thereunder to indemnify directors,
officers, employees or agents against expenses, judgments and fines reasonably
incurred and against certain other liabilities in connection with any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such
person was or is a director, officer, employee or agent of the corporation. The
Certificate of Incorporation and the By-Laws of the Registrant provide for
indemnification of its directors and officers to the fullest extent permitted by
applicable law. In addition, the Registrant maintains an officers and directors
liability insurance policy.
Item 7. Exemption from Registration Claimed.
Not applicable.
II-3
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Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
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<S> <C>
3.1 Amended and Restated Certificate of Incorporation of the Company/(1)/
3.2 Bylaws of the Company./(1)/
4.1 Common Stock Certificate./(1)/
5.1 Opinion of Holme Roberts & Owen LLC.
23.1 Consent of Ernst & Young LLP.
23.2 The consent of Holme Roberts & Owen LLC is included in Exhibit 5.1.
24.1 Powers of Attorney.
</TABLE>
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/(1)/ Incorporated herein by reference from the registration statement on Form
S-1 of NaPro BioTherapeutics, Inc. filed July 27, 1994; File 33-78016.
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;
(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) 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
II-4
<PAGE>
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 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.
(c) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
Prospectus filed as part of this Registration Statement in reliance
upon Rule 430A and contained in a form of Prospectus filed by the
Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be a part of this Registration
Statement as of the time it was declared effective.
(2) For purposes of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of Prospectus 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.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Boulder, State of Colorado, as of June 7, 1996.
NaPro BioTherapeutics, Inc.
By: /s/ Gordon H. Link, Jr.
--------------------------
Gordon H. Link, Jr.
Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and as of the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
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<S> <C> <C>
* President and Chief Executive June 7, 1996
- --------------------------- Officer; Director (Principal
Sterling K. Ainsworth Executive Officer)
* Chairman of the Board of Directors June 7, 1996
- ---------------------------
Leonard P. Shaykin
/s/ Gordon H. Link, Jr. Vice President, Chief Financial June 7, 1996
- --------------------------- Officer (Principal Financial Officer
Gordon H. Link, Jr. and Principal Accounting Officer)
* Director June 7, 1996
- ---------------------------
E. Garrett Bewkes, Jr.
* Director June 7, 1996
- ---------------------------
Vaughn D. Bryson
* Director June 7, 1996
- ---------------------------
Phillip Frost
* Director June 7, 1996
- ---------------------------
Mark B. Hacken
* Director June 7, 1996
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Arthur D. Hayes, Jr.
* Director June 7, 1996
- ---------------------------
Richard C. Pfenniger, Jr.
* Director June 7, 1996
- ---------------------------
Patricia A. Pilia
By: /s/ Gordon H. Link, Jr.
-----------------------
Gordon H. Link, Jr.
Attorney-in-fact
</TABLE>
<PAGE>
Exhibit 5.1
June 7, 1996
NaPro BioTherapeutics, Inc.
Board of Directors
6304 Spine Road, Unit A
Boulder, Colorado 80301
Gentlemen:
Reference is made to the registration statement on Form S-8 to be
filed with the Securities and Exchange Commission (the "Commission") on or about
June 5, 1996 (the "Registration Statement") by NaPro BioTherapeutics, Inc., a
Delaware corporation (the "Company"), for the purpose of registering under the
Securities Act of 1933, as amended (the "Act"), 980,146 shares of its Common
Stock, $.0075 par value (the "Common Stock").
As counsel for the Company, we have examined such documents and
reviewed such questions of law as we have considered necessary or appropriate
for the purpose of this opinion. Stockholder approval of an amendment (the
"Amendment") to the 1994 Long-Term Performance Incentive Plan to increase by
500,000 shares the number of shares available for issuance under such plan is
required and is scheduled to be voted upon in the Company's upcoming annual
meeting. Based on the foregoing and subject to stockholder approval of the
Amendment, we are of the opinion that the shares of Common Stock, when sold and
delivered by the Company pursuant to the 1993 Stock Option Plan and 1994 Long-
Term Performance Incentive Plan described in the Registration Statement, will be
legally issued, fully paid and non-assessable.
We consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement and to the reference to us under the
caption "Interests of Named Experts and Counsel." In giving this consent, we do
not thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Act or under the rules and regulations of the
Commission.
We do not express an opinion on any matters other than those expressly
set forth in this letter.
Very truly yours,
HOLME ROBERTS & OWEN LLC
By: /s/ Garth B. Jensen
-------------------------
Garth B. Jensen, Member
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-8 pertaining to the NaPro BioTherapeutics, Inc.
1993 Stock Option Plan and the NaPro BioTherapeutics, Inc. 1994 Long-Term
Perfomance Incentive Plan and to the incorporation by reference therein of our
report dated January 26, 1996, with respect to the consolidated financial
statements of NaPro BioTherapeutics, Inc. included in its Annual Report, as
amended (Form 10-K/A2) for the year ended December 31, 1995, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Denver, Colorado
June 6, 1996
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Sterling K. Ainsworth and Gordon H. Link,
Jr., and each of them, his or her attorneys-in-fact, with full power of
substitution, for him or her in any and all capacities, to sign a registration
statement to be filed with the Securities and Exchange Commission (the
"Commission") on Form S-8 in connection with the issuance and sale by NaPro
BioTherapeutics, Inc., a Delaware corporation (the "Company"), of shares of the
Company's Common Stock, par value $.0075 per share ("Common Stock"), and all
amendments (including post-effective amendments) thereto, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Commission; and to sign all documents in connection with the qualification and
sale of the Common Stock with Blue Sky authorities; granting unto said
attorneys-in-fact full power and authority to perform any other act on behalf of
the undersigned required to be done in the premises, hereby ratifying and
confirming all that said attorneys-in-fact may lawfully do or cause to be done
by virtue hereof.
<TABLE>
<S> <C> <C>
Date: May 31, 1996 /s/ Sterling K. Ainsworth
-----------------------------
Sterling K. Ainsworth
Date: May 31, 1996 /s/ Leonard P. Shaykin
-----------------------------
Leonard P. Shaykin
Date: May 31, 1996 /s/ Gordon H. Link, Jr.
-----------------------------
Gordon H. Link, Jr.
Date: December 31, 1995 /s/ E. Garrett Bewkes, Jr.
-----------------------------
E. Garrett Bewkes, Jr.
Date: December 31, 1995 /s/ Phillip Frost
-----------------------------
Phillip Frost
Date: December 31, 1995 /s/ Richard C. Pfenniger, Jr.
-----------------------------
Richard C. Pfenniger, Jr.
Date: May 31, 1996 /s/ Patricia A. Pilia
-----------------------------
Patricia A. Pilia
Date: May 31, 1996 /s/ Vaughn D. Bryson
-----------------------------
Vaughn D. Bryson
Date: May 31, 1996 /s/ Arthur D. Hayes, Jr.
-----------------------------
Arthur D. Hayes, Jr.
Date: May 31, 1996 /s/ Mark B. Hacken
-----------------------------
Mark B. Hacken
</TABLE>
