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As filed with the Securities and Exchange Commission on December 5, 2000
Registration No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________
Hollis Eden Pharmaceuticals, Inc.
(Exact Name Of Registrant As Specified In Its Charter)
___________________________
Delaware 13-3697002
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
___________________________
9333 Genesee Avenue, Suite 200
San Diego, California 92121
(858) 587-9333
(Address Of Principal Executive Offices)
___________________________
1997 Incentive Stock Option Plan
(Full Title Of The Plan)
___________________________
Richard B. Hollis
Chairman of the Board and CEO
Hollis-Eden Pharmaceuticals, Inc.
9333 Genesee Avenue, Suite 200
San Diego, California 92121
(858) 587-9333
(Name, Address, Including Zip Code, And Telephone Number, Including Area Code,
Of Agent For Service)
__________________________
Copies to:
Eric J. Loumeau, Esq.
Hollis-Eden Pharmaceuticals, Inc.
9333 Genesee Avenue, Suite 200
San Diego, California 92121
(858) 587-9333
___________________________
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Offering Proposed Maximum
Title of Securities Amount to be Price Per Aggregate Offering Amount of
to be Registered Registered Share (1) Price (1) Registration Fee
-------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 500,000 $4.25 (2) $2,125,000 (2) $561.00
value $.01
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rules 457(c) and (h)(1) of the Securities Act
of 1933, as amended (the "Act").
(2) The price per share and aggregate offering price are calculated based upon
the average of the high and low prices of Registrant's Common Stock on
November 29, 2000 as reported on The Nasdaq National Market.
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PART II
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Hollis-Eden Pharmaceuticals, Inc., (the
"Company" or the "Registrant"), with the Securities and Exchange Commission are
incorporated by reference into this Registration Statement:
. Registrant's Annual Report on Form 10-K for the year ended December 31,
1999;
. Registrant's Quarterly Reports on Form 10-Q for the quarter ended March 31,
2000, June 30, 2000, and September 30, 2000;
. Registrant's Notice of Annual Meeting and Proxy Statement for the 2000
Annual Meeting of Stockholders:
. Registrant's Current Reports on Form 8-K filed February 4, 2000 and October
20, 2000; and
. The description of Registrant's capital stock contained in registration
statement on Form S-4, No. 333-18725, as amended.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of 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.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Bylaws provide that the Registrant shall indemnify its
directors and executive officers and may indemnify its other officers, employees
and other agents to the fullest extent permitted by Delaware law. The Registrant
is also empowered under its Bylaws to enter into indemnification contracts with
its directors and officers and to purchase insurance on behalf of any person
whom it is required or permitted to indemnify. In addition, the Registrant is
required, subject to certain exceptions, to advance all expenses incurred by any
director or executive officer in connection with a completed, pending or
threatened action, suit or proceeding upon receipt of an undertaking by such
director or executive officer to repay all amounts advanced by the Registrant on
such person's behalf if it is ultimately determined that such person is not
entitled to be indemnified under the Bylaws or otherwise.
The Registrant's Certificate of Incorporation provides that to the fullest
extent permitted under Delaware law, the Registrant's directors will not be
personally liable to the Registrant and
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its stockholders for monetary damages for any breach of a director's fiduciary
duty. The Certificate of Incorporation does not, however, eliminate the duty of
care, and in appropriate circumstances, equitable remedies such as an injunction
or other forms of non-monetary relief would remain available under Delaware law.
Each director is subject to liability for breach of the director's duty of
loyalty to the Registrant, for acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law, for any transaction from
which the director derived an improper personal benefit and for improper
distributions to stockholders and loans to directors and officers. This
provision does not affect a director's responsibilities under any other laws,
such as the federal securities laws or state or federal environmental laws.
The Registrant maintains directors' and officers' liability insurance.
EXHIBITS
Exhibit
Number Description
5.1 Opinion of Cooley Godward LLP
23.1 Consent of BDO Seidman, LLP, Independent Auditors
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
Registration Statement
24 Power of Attorney is contained on the signature pages.
99.1 1997 Incentive Stock Option Plan, as amended
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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) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent 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;
Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference herein.
(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 therein, 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 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 therein, 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
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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.
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 San Diego, State of California, on December 1, 2000.
Hollis-Eden Pharmaceuticals, Inc.
By /s/ Richard B. Hollis
---------------------------------
Richard B. Hollis,
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard B. Hollis, Daniel D. Burgess and
Robert W. Weber 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, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
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<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Richard B. Hollis Chairman of the Board and Chief December 1, 2000
------------------------------------ Executive Officer (Principal
Richard B. Hollis Executive Officer)
/s/Daniel D. Burgess Chief Operating Officer / Chief December 1, 2000
------------------------------------ Financial Officer (Principal
Daniel D. Burgess Financial Officer)
/s/ Robert W. Weber Vice President - Controller and December 1, 2000
------------------------------------ Chief Accounting Officer
Robert W. Weber (Principal Accounting Officer)
/s/ J. Paul Bagley III Director December 1, 2000
------------------------------------
J. Paul Bagley III
/s/ Leonard Makowka Director December 1, 2000
------------------------------------
Leonard Makowka
/s/ Director December , 2000
------------------------------------
Brendan R. McDonnell
/s/ Thomas Charles Merigan, Jr. Chairman of Scientific Advisory December 1, 2000
------------------------------------ Board and Director
Thomas Charles Merigan, Jr.
Director December , 2000
/s/
------------------------------------
William H. Tilley
/s/ Salvatore J. Zizza Director December 1 2000
------------------------------------
Salvatore J. Zizza
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EXHIBIT INDEX
Exhibit
Number Description
5.1 Opinion of Cooley Godward LLP
23.1 Consent of BDO Seidman, LLP, Independent Auditors
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
Registration Statement
24 Power of Attorney is contained on the signature pages
99.1 1997 Incentive Stock Option Plan, as amended
