<PAGE>
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 1996 Incentive Plan
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(Full Title of the Plan)
Philip N. Sussman
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) 467-6200
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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
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 restricted
stock awards or the exercise of
options and stock appreciation
rights which may be granted
under 1996 Incentive Plan 1,000,000 $ 5.78125 (1) $ 5,781,250.00 $ 1,752.00
==================================== ================== ========================== ======================== ================
</TABLE>
(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
June 25, 1998.
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The contents of the Registration Statement on Form S-8 of
Cadus Pharmaceutical Corporation (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, and all documents referenced therein are
incorporated herein by reference.
1
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SIGNATURES
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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 Tarrytown, State of New
York, on this 22nd day of June, 1998.
CADUS PHARMACEUTICAL CORPORATION
By: Philip N. Sussman
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Philip N. Sussman
Senior Vice President of Corporate Development
Pursuant to the requirements of the Securities Act of 1933,
as amended, this 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>
Philip N. Sussman Senior Vice President of Corporate Development June 22, 1998
- ------------------------------------ (Principal Executive Officer)
Philip N. Sussman
James S. Rielly Vice President of Finance, June 22, 1998-
- ------------------------------------ Treasurer and Secretary (Principal
James S. Rielly Financial and Accounting Officer)
Director June __, 1998
- ------------------------------------
Carl C. Icahn
Director June __, 1998
- ------------------------------------
Theodore Altman
James R. Broach Director June 22, 1998
- ------------------------------------
James R. Broach
Harold First Director June 22, 1998
- ------------------------------------
Harold First
Russell D. Glass Director June 22, 1998
- ------------------------------------
Russell D. Glass
Director June __, 1998
- ------------------------------------
William H. Koster
Peter Liebert Director June 23, 1998
- ------------------------------------
Peter Liebert
Robert Mitchell Director June 24, 1998
- ------------------------------------
Robert Mitchell
Siegfried G. Schaefer Director June 24, 1998
- ------------------------------------
Siegfried G. Schaefer
Nicole Vitullo Director June 24, 1998
- ------------------------------------
Nicole Vitullo
Director June __, 1998
- ------------------------------------
Samuel D. Waksal
Jack G. Wassermn Director June 23, 1998
- ------------------------------------
Jack G. Wasserman
</TABLE>
2
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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).
3
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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 and approved by the
stockholders of Cadus Pharmaceutical Corporation on June 4, 1998.
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."
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EXHIBIT 5
OPINION OF COUNSEL
[Letterhead of Morrison Cohen Singer & Weinstein, LLP]
(212) 735-8600
June 29, 1998
Cadus Pharmaceutical Corporation
777 Old Saw Mill River Road
Tarrytown, New York 10591
Re: Cadus Pharmaceutical Corporation
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 a
Registration Statement on Form S-8 (the "Registration Statement") 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 restricted stock awards or 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 restricted stock awards or the 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 restricted stock
awards or such stock option 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 the Registration Statement.
Very truly yours,
Morrison Cohen Singer & Weinstein, LLP
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MORRISON COHEN SINGER & WEINSTEIN, LLP
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EXHIBIT 23.1
Consent of Independent Auditors
KPMG Peat Marwick LLP
Westchester Financial Center
11 Martine Avenue
White Plains, NY 10606-1908
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
June 29, 1998
KPMG Peat Marwick LLP
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KPMG Peat Marwick LLP
