<PAGE>
Registration No. 333-21871
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 2 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CADUS PHARMACEUTICAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation or organization)
13-3660391
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(I.R.S. Employer Identification No.)
777 Old Saw Mill River Road, Tarrytown, New York 10591-6705
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(Address of Principal Executive Offices)
Cadus Pharmaceutical Corporation 1993 Stock Option Plan
Cadus Pharmaceutical Corporation 1996 Incentive Plan
Written Compensation Contracts with Certain Employees
Written Compensation Contracts with Non-Employee Directors
Written Compensation Contracts with Certain Consultants
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(Full Title of the Plan)
Jeremy M. Levin
Cadus Pharmaceutical Corporation
777 Old Saw Mill River Road
Tarrytown, New York 10591-6705
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(Name and Address of Agent For Service)
(914) 345-3344
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(Telephone Number, Including Area Code, of Agent For Service)
Copy to: Salomon R. Sassoon, Esq.
Morrison Cohen Singer & Weinstein, LLP
750 Lexington Avenue
New York, New York 10022
(212) 735-8600
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<PAGE>
Cadus Pharmaceutical Corporation (the "Company") hereby amends
the Registration Statement on Form S-8 (the "Registration Statement") filed with
the Securities and Exchange Commission (the "SEC") on February 14, 1997, File
No. 333-21871, as amended by Post-Effective Amendment No. 1 thereto, filed with
the SEC on March 10, 1997, in order to register an additional 1,000,000 shares
of Common Stock that are issuable upon the exercise of options and stock
appreciation rights which may be granted under the Company's 1996 Incentive Plan
(the "Plan"), which additional 1,000,000 shares of Common Stock were added
pursuant to Amendment No. 2 to the Plan adopted by the Board of Directors of the
Company on December 11, 1997. The contents of the Registration Statement filed
with the SEC by the Company on February 14, 1997, Post-Effective Amendment No. 1
to the Registration Statement filed with the SEC on March 10, 1997, and all
documents referenced therein are incorporated herein by reference.
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================================
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Per Share Aggregate Offering Price Registration Fee
==================================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, par value $0.01
per share, issuable upon exercise
of options and stock appreciation
rights which may be granted Additional
under 1996 Incentive Plan 1,000,000 $8.3125(1) $8,312,500.00 $2,452.19
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Total Registration Fee . . . . . . . . . . . . . . . . . . . . . . . . . . $2,452.19
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</TABLE>
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(1) Estimated in accordance with Rules 457(c) and (h) solely for the
purpose of calculating the registration fee and based upon the average
of the high and low trade prices of Common Stock of Cadus
Pharmaceutical Corporation as reported by the NASDAQ Stock Market on
December 18, 1997.
1
<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
Post-Effective Amendment No. 2 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Tarrytown,
State of New York, on this 17th day of December, 1997.
CADUS PHARMACEUTICAL CORPORATION
By: /s/ Jeremy M. Levin
-------------------------------------
Jeremy M. Levin
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment No. 2 to the Registration Statement has
been signed below by the following persons in the capacities and on the dates
indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Jeremy M. Levin President and Chief Executive Officer December 17, 1997
- ------------------------------------ (Principal Executive Officer) and
Jeremy M. Levin Chairman of the Board of Directors
/s/ James S. Rielly Director of Finance, Controller, December 17, 1997
- ------------------------------------ Treasurer and Secretary (Principal
James S. Rielly Financial and Accounting Officer)
Director December 17, 1997
- ------------------------------------
Carl C. Icahn
Director December 17, 1997
- ------------------------------------
Theodore Altman
/s/ Harold First Director December 17, 1997
- ------------------------------------
Harold First
* Director December 17, 1997
- ------------------------------------
Peter Liebert
* Director December 17, 1997
- ------------------------------------
Robert Mitchell
* Director December 17, 1997
- ------------------------------------
Lawrence Muschek
Director December 17, 1997
- ------------------------------------
Mark H. Rachesky
Director December 17, 1997
- ------------------------------------
Leon E. Rosenberg
* Director December 17, 1997
- ------------------------------------
Nicole Vitullo
Director December 17, 1997
- ------------------------------------
Samuel D. Waksal
* Director December 17, 1997
- ------------------------------------
Jack G. Wasserman
*By: /s/ Jeremy M. Levin
-------------------------------
Jeremy M. Levin,
Attorney-in-Fact
</TABLE>
2
<PAGE>
EXHIBIT INDEX
No. Description
- --- -----------
4. Amendment No. 2 to Cadus Pharmaceutical Corporation 1996 Incentive Plan.
5. Opinion of Morrison Cohen Singer & Weinstein, LLP, as to the validity
of the securities being registered.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Morrison Cohen Singer & Weinstein, LLP (contained in its
Opinion filed as Exhibit 5).
<PAGE>
EXHIBIT 4
AMENDMENT NO. 2
TO
CADUS PHARMACEUTICAL CORPORATION
1996 INCENTIVE PLAN
This Amendment No. 2 to the Cadus Pharmaceutical Corporation 1996
Incentive Plan (the "Plan") was adopted by the Board of Directors of Cadus
Pharmaceutical Corporation on December 11, 1997.
The first sentence of Section 2.2 of the Plan is hereby
amended to read as follows:
"2.2 Maximum Shares Available. The maximum aggregate number of
shares of Common Stock available for award under the Plan is 1,833,334, subject
to adjustment pursuant to Article 12 hereof."
<PAGE>
EXHIBIT 5
OPINION OF COUNSEL
[Letterhead of Morrison Cohen Singer & Weinstein, LLP]
(212) 735-8600
December 17, 1997
Cadus Pharmaceutical Corporation
777 Old Saw Mill River Road
Tarrytown, New York 10591
Re: Cadus Pharmaceutical Corporation
Post-Effective Amendment No. 2 to
Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Cadus Pharmaceutical Corporation, a
Delaware corporation (the "Company"), in connection with the preparation of
Post-Effective Amendment No. 2 to the Registration Statement on Form S-8
("Amendment No. 2") being filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, covering an aggregate
of an additional 1,000,000 shares (the "Shares") of common stock of the Company,
$.01 par value per share (the "Common Stock"), issuable upon the exercise of
stock options and stock appreciation rights which may be granted under the
Company's 1996 Incentive Plan (the "Plan").
In so acting, we have examined copies of such records of the Company
and such other certificates and documents as we have deemed relevant and
necessary for the opinion hereinafter set forth. In such examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals and the conformity to authentic originals of all
documents submitted to us as certified or reproduced copies. We have also
assumed the legal capacities of all persons executing such documents and the
truth and correctness of any representations or warranties contained therein. As
to various questions of fact material to such opinion, we have relied upon
certificates of officers of the Company.
Based upon and subject to the foregoing, we are of the opinion that
the Shares issuable upon exercise of the stock options and stock appreciation
rights which may be granted under the Plan, when paid for and issued in
accordance with the terms of such stock options and stock appreciation rights,
will be validly issued and fully paid and nonassessable.
We hereby consent to your filing copies of this opinion as an exhibit
to Amendment No. 2.
Very truly yours,
/s/ Morrison Cohen Singer & Weinstein, LLP
MORRISON COHEN SINGER & WEINSTEIN, LLP
<PAGE>
Independent Auditors' Consent
-----------------------------
The Board of Directors
Cadus Pharmaceutical Corporation:
We consent to the use of our report incorporated herein by reference.
White Plains, New York
December 22, 1997 /s/ KPMG Peat Marwick LLP
