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As filed with the Securities and Exchange Commission on June 28, 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
_________________________
RIBOZYME PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
_________________________
Delaware 34-1697351
(State of Incorporation) (I.R.S. Employer Identification No.)
_________________________
2950 Wilderness Place
Boulder, Colorado 80301
(303) 449-6500
(Address and telephone number of principal executive offices)
_________________________
1996 STOCK OPTION PLAN
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
Ralph E. Christoffersen
President and Chief Executive Officer
Ribozyme Pharmaceuticals, Inc.
2950 Wilderness Place
Boulder, Colorado 80301
(303) 449-6500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_________________________
Copies to:
James C. T. Linfield, Esq.
Cooley Godward Castro Huddleson & Tatum
2595 Canyon Boulevard
Suite 250
Boulder, Colorado 80302
(303) 546-4000
_________________________
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED SHARE (1) PRICE(1) REGISTRATION
FEE
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<S> <C> <C> <C> <C>
Stock Options and Common
Stock (par value $.01) 1,617,154 $13.25 $18,164,926 $6,264
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</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee. The offering price per share and aggregate offering price are
based upon (a) the weighted average exercise price, pursuant to Rule 457(h)
under the Securities Act of 1933, as amended (the "Act"), for shares subject to
options and stock previously granted under the Registrant's 1996 Stock Option
Plan and (b) the Nasdaq National Market closing price, pursuant to Rule 457(h)
of the Act, of the Registrant's Common Stock on June 25, 1996, for shares
subject to options granted under the 1996 Stock Option Plan and the Employee
Stock Purchase Plan. The following chart illustrates the calculation of the
registration fee.
<TABLE>
<CAPTION>
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TYPE OF SHARES NUMBER OF SHARES OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE
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<S> <C> <C> <C> <C>
Shares issuable pursuant to 322,687 $ 3.14(a) $ 1,013,238.00
options outstanding under the
1996 Stock Option Plan
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Shares issuable upon exercise 974,467 13.25(b) $13,176,688.00
of options available for grant
under the 1996 Stock Option
Plan
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Shares issuable upon exercise 300,000 13.25(b) $ 3,975,000
of options available for grant
under the Employee Stock
Purchase Plan
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Proposed Maximum Aggregate $18,164,926
Offering Price
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x.00345
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Registration Fee $ 6,264.00
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</TABLE>
(a) Weighted average exercise price.
(b) Based on the Nasdaq National Market closing price of the Registrant's
Common Stock on June 25, 1996.
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Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
2.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Ribozyme Pharmaceuticals, Inc. (the
"Company") with the Securities and Exchange Commission are incorporated by
reference into this Registration Statement:
(a) The Company's prospectus filed pursuant to Rule 424(b) under the
Securities Act of 1933, as amended (the "Act"), that contains audited
financial statements for the Company's latest fiscal year for which such
statements have been filed.
(b) The description of the Company's Common Stock which is contained in
a registration statement filed under the Exchange Act, including any amendment
or report filed for the purpose of updating such description.
(c) All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange 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 herein and to be a part of this registration
statement from the date of the filing of such reports and documents.
DESCRIPTION OF SECURITIES
Not applicable.
INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Section 145 of the Delaware General Corporation Law the Company
has broad powers to indemnify its directors and officers against liabilities
that may incur in such capacities, including liabilities under the Securities
Act. The Company's By-laws require the Company to indemnify its directors and
officers, and permit the Company to indemnify its employees and other agents,
to the extent permitted by Delaware law. Under the Company's By-laws,
indemnified parties are entitled to indemnification for negligence, gross
negligence and otherwise to the fullest extent permitted by law. The By-laws
also require the Company to advance litigation expenses in the case of
stockholder derivative actions or other actions, against an undertaking by the
indemnified party to repay such advances if it is ultimately determined that
the indemnified party is not entitled to indemnification.
The Company has entered into indemnity agreements with each of its
directors and executive officers. Such indemnity agreements contain provisions
which are in some respects broader than the specific indemnification provisions
contained in Delaware law.
EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
1.
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EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
4.1* Certificate of Incorporation.
4.2* Bylaws.
4.3* Specimen stock certificate.
5.1 Opinion of Cooley Godward Castro Huddleson & Tatum.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Cooley Godward Castro Huddleson & Tatum.
Reference is made to Exhibit 5.1.
99.1* Registrant's 1996 Stock Option Plan.
99.2* Registrant's Employee Stock Purchase Plan.
_________________________
* Filed as an exhibit to the Form SB-2 Registration Statement (No.
333-1908-D), as amended through the date hereof, and incorporated
herein by reference.
UNDERTAKINGS
1. The undersigned registrant hereby undertakes:
(a) 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;
(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 end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) (Section 230.424(b) of this chapter) if, in
the aggregate, the changes in volume and price represent no more than a 20%
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;
(b) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) 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.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section
2.
<PAGE> 5
15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
3.Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities 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
Securities Act and will be governed by the final adjudication of such issue.
3.
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SIGNATURES
THE REGISTRANT. 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, on June 28, 1996.
RIBOZYME PHARMACEUTICALS, INC.
By: /s/ Ralph E. Christoffersen
-------------------------------------------
Ralph E. Christoffersen
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ralph E. Christoffersen and Lawrence E.
Bullock, and each or any one of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, 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 in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitutes or substitute, may lawfully do or cause to be done by virtue
hereof.
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 dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Ralph E. Christoffersen President, Chief Executive Officer and Director June 28, 1996
----------------------------- (Principal Executive Officer)
Ralph E. Christoffersen
/s/ Lawrence E. Bullock Vice President Administration and Finance and June 28, 1996
----------------------------- Chief Financial Officer
Lawrence E. Bullock (Principal Financial and Accounting Officer)
/s/ David T. Morgenthaler Chairman of the Board June 28, 1996
-----------------------------
David T. Morgenthaler
/s/ Jeremy L. Curnock Cook Director June 28, 1996
-----------------------------
Jeremy L. Curnock Cook
/s/ Anthony B. Evnin Director June 28, 1996
-----------------------------
Anthony B. Evnin
</TABLE>
4.
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<TABLE>
<S> <C> <C>
/s/ Charles M. Hartman Director June 28, 1996
----------------------------
Charles M. Hartman
/s/ Thomas A. Mann Director June 28, 1996
----------------------------
Thomas A. Mann
/s/ Robert A. Paul Director June 28, 1996
----------------------------
Robert A. Paul
/s/ Benno C. Schmidt Director June 28, 1996
----------------------------
Benno C. Schmidt
/s/ H. Axel Schupf Director June 28, 1996
----------------------------
H. Axel Schupf
/s/ Anders Wiklund Director June 28, 1996
----------------------------
Anders Wiklund
/s/ Lewis T. Williams Director June 28, 1996
----------------------------
Lewis T. Williams
</TABLE>
5.
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
4.1* Certificate of Incorporation.
4.2* Bylaws.
4.3* Specimen stock certificate.
5.1 Opinion of Cooley Godward Castro Huddleson & Tatum.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Cooley Godward Castro Huddleson & Tatum. Reference is made to Exhibit 5.1.
99.1* Registrant's 1996 Stock Option Plan.
99.2* Registrant's Employee Stock Purchase Plan.
</TABLE>
_________________________
* Filed as an exhibit to the Form SB-2 Registration Statement (No.
333-1908-D), as amended through the date hereof, and incorporated by
reference.
6.
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Cooley Letterhead
June 28, 1996
Ribozyme Pharmaceuticals, Inc.
2950 Wilderness Place
Boulder, CO 80301
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Ribozyme Pharmaceuticals, 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 1,317,154
shares of the Company's Common Stock, $.01 par value, pursuant to its 1996
Stock Option Plan (the "Stock Option Plan"), and 300,000 shares of the
Company's Common Stock, $.01 par value, pursuant to its Employee Stock Purchase
Plan (the "Purchase Plan") (collectively, the "Shares").
In connection with this opinion, we have examined the Registration
Statement and related Prospectus, 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 Stock
Option Plan or the Purchase Plan, and 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 CASTRO
HUDDLESON & TATUM
By: /s/ James C. T. Linfield
---------------------------
James C. T. Linfield
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EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the 1996 Stock Option Plan and the Employee Stock
Purchase Plan of Ribozyme Pharmaceuticals, Inc. of our report dated February 5,
1996, except for Note 5 and paragraphs 4 and 5 of Note 7, as to which the date
is February 29, 1996, with respect to the financial statements of Ribozyme
Pharmaceuticals, Inc. as of, and for the years ended December 31, 1995 and
1994, included in its Prospectus and Registration Statement on Form SB-2, as
amended, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Denver, Colorado
June 28, 1996
