<PAGE>
As filed with the Securities and Exchange Commission on February 3, 1999
Registration No. 333-_________
- --------------------------------------------------------------------------------
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
---------------------------------
CENTAUR PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 77-0304313
(State of Incorporation) (I.R.S. Employer
Identification No.)
484 Oakmead Parkway
Sunnyvale, California 94086
(Address of Principal Executive Offices)
1993 Equity Incentive Plan
1998 Equity Incentive Plan
1998 Directors Stock Option Plan
(Full Title of the Plans)
---------------------------------
Joseph L. Turner
Chief Financial Officer
Centaur Pharmaceuticals, Inc.
484 Oakmead Parkway
Sunnyvale, California 94086
(408) 822-1600
(Name, Address and Telephone Number of Agent for Service)
---------------------------------
Copies to:
Barry J. Kramer, Esq.
David K. Michaels, Esq.
James M. Hackett, Esq.
Fenwick & West LLP
Two Palo Alto Square
Palo Alto, California 94306
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==================================================================================================================================
Title of Securities Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
to be Registered Registered Price Per Share Offering Price Registration Fee
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value
Upon exercise of options and stock
purchase rights under the 1993 Equity 1,645,429 (1) $ 1.59 (2) $ 2,616,232 (2) $ 727
Incentive Plan
Upon exercise of options and stock 1,114,818 (3) $11.00 (4) $12,262,998 (4) $3,409
purchase rights under the 1998 Equity 55,800 (1) $10.38 (2) $ 579,299 (2) $ 161
Incentive Plan
Upon exercise of options and stock 125,000 (3) $11.00 (4) $ 1,375,000 (4) $ 382
purchase rights under the 1998 Directors
Stock Option Plan
-------------- ----------- ---------------- ------
Total $4,679
==================================================================================================================================
</TABLE>
(1) Shares that may become issuable upon exercise of options granted under the
respective Plans and outstanding as of December 31, 1998.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
registration fee and based upon the weighted average exercise price for such
outstanding options.
(3) Additional shares available for grant and not yet subject to outstanding
options as of December 31, 1998 under the respective Plans.
(4) Estimated as of December 31, 1998 pursuant to Rule 457(c) solely for the
purpose of calculating the registration fee.
<PAGE>
CENTAUR PHARMACEUTICALS, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
- ------ ---------------------------------------
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:
----------
(a) The Registrant's Prospectus filed on October 13, 1998 pursuant to
Section 424(b) of the Securities Act of 1933, as amended (the "Securities
----------
Act"), which contains audited financial statements for the Registrant's
---
fiscal year ended December 31, 1997.
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 1998 filed on November 13, 1998, pursuant to
Section 15(d) of the Securities Exchange Act of 1934 as amended (the
"Exchange Act").
-------------
All documents subsequently filed by the Registrant 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 registered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed incorporated by reference herein and to be a part hereof from the date of
the filing of such documents.
Item 4. Description of Securities.
- ------ -------------------------
The authorized capital stock of the Company consists of 33,000,000 shares
of Common Stock, $0.001 par value per share, and 3,000,000 shares of preferred
stock, $0.001 par value per share. Of those authorized shares, as of December
31, 1998, there were outstanding 15,441,663 shares of Common Stock held of
record by approximately 168 stockholders. In addition, as of December 31, 1998,
options to purchase 1,701,229 shares of Common Stock and warrants to purchase
35,000 shares of Common Stock were outstanding.
COMMON STOCK
Based on the shares of Common Stock and options and warrants outstanding
on December 31, 1998, the Company has 15,822,108 authorized but unissued shares
of Common Stock, of which 3,101,047 shares are reserved for issuance pursuant to
warrants outstanding as of December 31, 1998 and pursuant to the Company's 1993
Equity Incentive Plan, 1998 Equity Incentive Plan, 1998 Directors Stock Option
Plan and 1998 Employee Stock Purchase Plan. All of the Company's authorized and
outstanding shares of Common Stock are "registered" shares, which means that the
holders of such shares are registered in the Company's stock register maintained
by its transfer agent. In the following description, a "stockholder" is the
holder of a registered share of Common Stock. Subject to preferences that may
apply to any preferred stock outstanding at the time, the holders of outstanding
shares of Common Stock are entitled to receive dividends out of assets legally
available therefor at such times and in such amounts as the Board of Directors
may from time to time determine. Each stockholder is entitled to one vote for
each share of Common Stock held on all matters submitted to a vote of
stockholders. Cumulative voting for the election of directors is not provided
for in the Company's Certificate of Incorporation, which means that the holders
of a majority of the shares voted can elect all of the directors then standing
for election. The Common Stock is not entitled to preemptive rights and is not
subject to conversion or redemption. Upon liquidation, dissolution or winding-
up of the Company, the assets legally available for
2
<PAGE>
distribution to stockholders are distributable ratably among the holders of the
Common Stock outstanding at that time, after payment of liquidation preferences,
if any, on any outstanding preferred stock and payment of other claims of
creditors. Each outstanding share of Common Stock is, and all shares of Common
Stock to be outstanding upon completion of this offering will be, fully paid and
nonassessable.
PREFERRED STOCK
The Board of Directors is authorized, subject to any limitations
prescribed by Delaware law, to provide for the issuance of up to 3,000,000
shares of new preferred stock in one or more series, to establish from time to
time the number of shares to be included in each such series, to fix the powers,
designations, preferences and rights of the shares of each wholly unissued
series and any qualifications, limitations or restrictions thereon and to
increase or decrease the number of shares of any such series (but not below the
number of shares of such series then outstanding) without any further vote or
action by the stockholders. The Board of Directors may authorize the issuance
of preferred stock with voting or conversion rights that could adversely affect
the voting power or other rights of the holders of Common Stock. Thus, the
issuance of preferred stock may have the effect of delaying, deferring or
preventing a change in control of the Company. The Company has no current plan
to issue any shares of preferred stock.
WARRANTS
As of December 31, 1998, the Company had outstanding warrants to purchase
35,000 shares of Common Stock at a weighted average per share exercise price of
$3.43. Currently outstanding warrants will remain outstanding following the
closing of this offering and will expire if unexercised between June 2001 and
September 2002.
ANTI-TAKEOVER PROVISIONS
Delaware Law
Section 203 ("Section 203") of the Delaware General Corporation Law is
-----------
generally applicable to corporate takeovers of Delaware corporations that have a
class of voting stock that is listed on a U.S. national securities exchange,
authorized for quotation on the Nasdaq National Market or held of record by more
than 2000 stockholders. Section 203 would apply to the Company if it met any of
the foregoing requirements in the future. Subject to certain exceptions set
forth therein, Section 203 provides that a corporation shall not engage in any
business combination with any "interested stockholder" for a three-year period
following the date that such stockholder becomes an interested stockholder
unless (a) prior to such date, the board of directors of the corporation
approved either the business combination or the transaction that resulted in the
stockholder becoming an interested stockholder, (b) upon consummation of the
transaction that resulted in the stockholder becoming an interested stockholder,
the interested stockholder owned at least 85% of the voting stock of the
corporation outstanding at the time the transaction commenced (excluding certain
shares) or (c) on or subsequent to such date, the business combination is
approved by the board of directors of the corporation and by the affirmative
vote of at least two-thirds of the outstanding voting stock that is not owned by
the interested stockholder. Except as specified in Section 203, an interested
stockholder is generally defined to include any person that is the owner of 15%
or more of the outstanding voting stock of the corporation, or is an affiliate
or associate of the corporation and was the owner of 15% or more of the
outstanding voting stock of the corporation any time within three years
immediately prior to the relevant date, and the affiliates and associates of
such person. Section 203 generally makes it more difficult for an interested
stockholder to effect various business combinations with a corporation for a
three-year period, although the stockholders may, by adopting an amendment to
the corporation's certificate of incorporation or bylaws,
3
<PAGE>
elect not to be governed by this section, effective 12 months after adoption.
The Company's Certificate of Incorporation and Bylaws do not exclude the Company
from the restrictions imposed under Section 203. If applicable to the Company,
Section 203 could have the effect of deterring hostile takeovers or delaying
changes in control of the Company, which could depress the market price of the
Common Stock and which could deprive the stockholders of opportunities to
realize a premium on shares of the Common Stock held by them.
Charter and Bylaw Provisions
The Company's Certificate of Incorporation and Bylaws contain certain
provisions that could discourage potential takeover attempts and make more
difficult attempts by stockholders to change management. The Company's
Certificate of Incorporation provides that, effective upon the earlier of (i)
the closing of an underwritten public offering of shares of the Company's Common
Stock in which such shares are listed on the Swiss Exchange, the New York Stock
Exchange, the American Stock Exchange or the Nasdaq National Market, and (ii)
December 31, 2000, stockholders may not take action by written consent but may
only act at a stockholders' meeting. The Company's Bylaws provide that special
meetings of the stockholders of the Company may only be called by the Chairman
of the Board, the Chief Executive Officer, the President, a majority of the
Board or the holders of a majority of the Company's outstanding Common Stock.
TRANSFER OF SHARES
The Company's Common Stock is issued only in registered form, which means
that the holder of such shares is registered in the Company's stock register
maintained by its U.S. transfer agent and registrar. The transfer agent and
registrar (the "U.S. transfer agent") for the Company's Common Stock is
-------------------
ChaseMellon Shareholder Services LLC, 85 Challenger Road, Ridgefield Park, New
Jersey 07660, United States.
The shares of Common Stock offered hereby may be traded from time to time
in the Swiss over-the-counter market. This market consists of negotiated
transactions from time to time between investors, who may act through banks or
brokers. Trading of the Company's Common Stock in the Swiss over-the-counter
market is expected to be very limited. While indications of the price at which
investors might be willing to buy or sell shares of Common Stock may be
available from time to time to banks, brokers and other financial institutions,
this information will not otherwise be available generally to the public. In
addition, this information may not be indicative of the price at which shares of
Common Stock would actually be purchased or sold. Information as to the price
and volume of actual transactions in the Common Stock in the Swiss over-the-
counter market is not publicly reported or available in any printed or
electronic media. Furthermore, the Swiss over-the-counter market is not subject
to specific regulation or regulatory oversight.
In general, the Common Stock will trade in the Swiss over-the-counter
market only through transfers of beneficial interests held through the Swiss
Nominee Company ("SNOC"). Any investor who holds a certificate representing
shares of Common Stock, rather than such beneficial interests, and who desires
to sell such shares of Common Stock in the Swiss over-the-counter market, will
be required to deposit the certificate with the U.S. transfer agent. The U.S.
transfer agent will register the shares in the name of SNOC in order to make the
share certificates eligible for the Swiss Security Clearing System ("SEGA") and
tradeable in the Swiss over-the-counter market and the investor would receive a
beneficial interest therein. Certificates representing shares of Common Stock
held through SNOC will not be issued unless such shares are withdrawn from SNOC,
in which case the shares will not be eligible to trade in the Swiss over-the-
counter market unless redeposited as described above. SNOC will be the
registered owner of all shares of Common Stock that are held by investors
through SNOC.
4
<PAGE>
Generally, all transfers of Common Stock traded in the Swiss over-the-
counter market will be registered by brokers and other financial institutions
and SEGA in SNOC's books. In this connection SEGA is acting as a clearing house
for transactions involving more than one broker or other financial institutions.
The U.S. transfer agent will not know the beneficial owners of the Common Stock
that is held through SNOC. The brokers and other financial institutions will be
responsible for keeping account of the Common Stock holdings on behalf of their
customers.
Communications by the Company to its stockholders who hold their Common
Stock through SEGA regarding stockholders' meeting and dividend payments will be
transmitted through the U.S. transfer agent to SNOC. SNOC will transmit these
communications to SEGA, who will, upon request of brokers or other financial
institutions, make available such communications to brokers or other financial
institutions for the benefit of the investors.
SNOC will consent or vote with respect to such shares on behalf of
beneficial owners thereof provided it receives appropriate instructions from
brokers or other financial institutions acting on behalf of beneficial owners in
accordance with SNOC's standard rules and procedures and any laws or other
regulations applicable to the Company.
Any dividend or other payments on Common Stock held through SNOC will be
made by the Company to the U.S. transfer agent who upon receipt of such
payments, will credit SNOC for the amount of such payments. Payments by SNOC to
the beneficial owners of Common Stock will be governed by SNOC's and SEGA's
customary practices, and will be the sole responsibility of SNOC subject to any
statutory or regulatory requirements as may be in effect from time to time. Any
dividends will be converted into Swiss Francs and distributed by SEGA.
The shares of Common Stock offered hereby will be subject to restrictions
on transfer, and will bear restrictive legends, pursuant to the rules of the
Commissioner of Corporations of the State of California. Generally, the rules
prohibit a sale or transfer of any securities, or any interest therein, without
the prior written consent of the Commissioner of Corporations of the State of
California, except as permitted by the rules. The permitted exceptions include
sales or transfers: to the issuer, by order of any court, to certain family
members, to holders of the same class of securities of the same issuer, by way
of gift or donation inter vivos or on death, by or through a licensed broker-
dealer to a non-resident of California, to a licensed broker-dealer in a
principal transaction or as an underwriter, between a corporation and its wholly
owned subsidiary, between non-residents of California, in certain circumstances
pursuant to an unclaimed property law, by a trustee to a successor trustee if
there is no change in the beneficial ownership, and to certain other transferees
or pursuant to certain other transactions enumerated in the rules.
Item 5. Interests of Named Experts and Counsel.
- ------ --------------------------------------
None.
Item 6. Indemnification of Directors and Officers.
- ------ -----------------------------------------
As permitted by the Delaware General Corporation Law, the Registrant's
Certificate of Incorporation includes a provision that eliminates the personal
liability of its directors for monetary damages for breach of fiduciary duty as
a director except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or that involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law or (iv) for
any transaction from which the director derived an improper personal benefit.
5
<PAGE>
As permitted by Section 145 of the Delaware General Corporation Law, the
Bylaws of the Registrant provide that (i) the Registrant is required to
indemnify its directors and executive officers to the fullest extent permitted
by the Delaware General Corporation Law, (ii) the Registrant may indemnify its
other officers, employees and agents as set forth in the Delaware General
Corporation Law, (iii) to the fullest extent permitted by the Delaware General
Corporation Law, the Registrant is required to advance expenses, as incurred, to
its directors and executive officers in connection with a legal proceeding
(subject to certain exceptions), (iv) the rights conferred in the Bylaws are not
exclusive, (v) the Registrant is authorized to enter into indemnification
agreements with its directors, officers, employees and agents and (vi) the
Registrant may not retroactively amend its Bylaws provisions relating to
indemnity.
The Registrant's policy is to enter into indemnity agreements with each of
its directors and executive officers. The indemnity agreements provide that
directors and executive officers will be indemnified and held harmless to the
fullest possible extent permitted by law including against all expenses
(including attorneys' fees), judgments, fines and settlement amounts paid or
reasonably incurred by them in any action, suit or proceeding, including any
derivative action by or in the right of the Registrant, on account of their
services as directors, officers, employees or agents of the Registrant or as
directors, officers, employees or agents of any other company or enterprise when
they are serving in such capacities at the request of the Registrant. The
Registrant will not be obligated pursuant to the agreements to indemnify or
advance expenses to an indemnified party with respect to proceedings or claims
(i) initiated by the indemnified party and not by way of defense, except with
respect to a proceeding authorized by the Board of Directors and successful
proceedings brought to enforce a right to indemnification under the indemnity
agreements, (ii) for any amounts paid in settlement of a proceeding unless the
Registrant consents to such settlement, (iii) on account of any suit in which
judgment is rendered against the indemnified party for an accounting of profits
made from the purchase or sale by the indemnified party of securities of the
Registrant pursuant to the provisions of Section 16(b) of the Exchange Act and
related laws, (iv) on account of conduct by a director which is finally adjudged
to have been in bad faith or conduct that the director did not reasonably
believe to be in, or not opposed to, the best interests of the Registrant, (v)
on account of any criminal action or proceeding arising out of conduct that the
director had reasonable cause to believe was unlawful or (vi) if a final
decision by a court having jurisdiction in the matter shall determine that such
indemnification is not lawful.
The indemnity agreements also provide for contribution in certain
situations in which the Registrant and a director or executive officer are
jointly liable but indemnification is unavailable, such contribution to be based
on the relative benefits received and the relative fault of the Registrant and
the director or executive officer. Contribution is not allowed in connection
with a Section 16(b) judgment, an adjudication of bad faith or conduct that a
director or executive officer did not reasonably believe to be in, or not
opposed to, the best interests of the Registrant or a proceeding arising out of
conduct a director or executive officer had reasonable cause to believe was
unlawful.
The indemnity agreements require a director or executive officer to
reimburse the Registrant for all expenses advanced only to the extent it is
ultimately determined that the director or executive officer is not entitled,
under Delaware law, the Bylaws, the indemnity agreements or otherwise, to be
indemnified for such expenses. The indemnity agreements provide that it is not
exclusive of any rights a director or executive officer may have under the
Certificate of Incorporation, Bylaws, other agreements, any majority-in-interest
vote of the stockholders or vote of disinterested directors, the Delaware law or
otherwise.
The indemnification provision in the Bylaws, and the indemnity agreements
entered into between the Registrant and its directors and executive officers,
may be sufficiently broad to permit indemnification of the Registrant's
executive officers and directors for liabilities arising under the Securities
Act.
6
<PAGE>
As authorized by the Registrant's Bylaws, the Registrant, with approval by
the Board, has purchased director and officer liability insurance.
Item 7. Exemption From Registration Claimed.
- ------ -----------------------------------
Not applicable.
Item 8. Exhibits.
- ------ --------
4.01 Centaur Pharmaceuticals, Inc. 1993 Equity Incentive Plan, as
amended. /(1)/
4.02 Centaur Pharmaceuticals, Inc. 1998 Equity Incentive Plan. /(2)/
4.03 1998 Directors Stock Option Plan. /(3)/
4.04 Registrant's Certificate of Incorporation filed with the Secretary
of State of Delaware on November 4, 1998./(4)/
4.05 Registrant's Bylaws, as amended./(5)/
4.06 Form of specimen certificate for Registrant's Common Stock./(6)/
5.01 Opinion of Fenwick & West LLP.
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02 Consent of Ernst & Young LLP, Independent Auditors.
24.01 Power of Attorney (see page 9).
___________________________
/(1)/ Incorporated herein by reference to Exhibit 10.01 to the
Registrant's Registration Statement on Form S-1 (File No. 333-57165)
filed on June 18, 1998, as subsequently amended (the "Form S-1").
--------
/(2)/ Incorporated herein by reference to Exhibit 10.02 to the Form S-1.
/(3)/ Incorporated herein by reference to Exhibit 10.03 to the Form S-1.
/(4)/ Incorporated herein by reference to Exhibit 3.02 to the Form S-1.
/(5)/ Incorporated herein by reference to Exhibit 3.03 to the Form S-1.
/(6)/ Incorporated herein by reference to Exhibit 4.01 to the Form S-1.
Item 9. Undertakings.
- ------ ------------
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;
7
<PAGE>
(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 the 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 and 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 (1)(i) and (1)(ii) above do not apply if the
- -------- -------
Registration Statement is on Form S-3, Form S-8 or Form F-3, and 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 in the Registration Statement.
(2) 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.
(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.
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.
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 provisions discussed in Item 6 hereof, or otherwise,
the Registrant has been advised that in the opinion of the 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.
8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Sunnyvale, State of California, on the 28th day of
January, 1999.
CENTAUR PHARMACEUTICALS, INC.
By: /s/ Joseph L. Turner
----------------------------------------
Joseph L. Turner
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints Brian D. Frenzel and Joseph L. Turner, and each
of them, his true and lawful attorneys-in-fact and agents with full power of
substitution, 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 on Form S-8, and to file the same with all
exhibits thereto and all 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 and about the premises, 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 his or
their substitute or substitutes, 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.
<TABLE>
<CAPTION>
Signature Title Date
- ---------------------------------- ---------------------------------- ----------------
Principal Executive Officer
and Director:
<S> <C> <C>
/s/ Brian D. Frenzel
- ---------------------------------- President, Chief Executive Officer January 28, 1999
Brian D. Frenzel and a Director
Principal Financial Officer and
Principal Accounting Officer:
/s/ Joseph L. Turner
- ---------------------------------- Chief Financial Officer, Treasurer January 28, 1999
Joseph L. Turner and Secretary
Additional Directors:
/s/ John M. Carney
- ---------------------------------- Director January 28, 1999
John M. Carney
/s/ Mark R. Collins
- ---------------------------------- Director January 28, 1999
Mark R. Collins
/s/ Graham K. Crooke
- ---------------------------------- Director January 28, 1999
Graham K. Crooke
/s/ Charles R. Engles
- ---------------------------------- Director January 28, 1999
Charles R. Engles
/s/ Steinar J. Engelsen
- ---------------------------------- Director January 28, 1999
Steinar J. Engelsen
/s/ Selvi Vescovi
- ---------------------------------- Director January 28, 1999
Selvi Vescovi
</TABLE>
9
<PAGE>
Exhibit Index
-------------
Exhibit No. Description
---------- -----------
4.01 Centaur Pharmaceuticals, Inc. 1993 Equity Incentive Plan, as
amended. /(1)/
4.02 Centaur Pharmaceuticals, Inc. 1998 Equity Incentive Plan. /(2)/
4.03 1998 Directors Stock Option Plan. /(3)/
4.04 Registrant's Certificate of Incorporation filed with the Secretary
of State of Delaware on November 4, 1998./(4)/
4.05 Registrant's Bylaws, as amended./(5)/
4.06 Form of specimen certificate for Registrant's Common Stock./(6)/
5.01 Opinion of Fenwick & West LLP.
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02 Consent of Ernst & Young LLP, Independent Auditors.
24.01 Power of Attorney (see page 9).
___________________________
/(1)/ Incorporated herein by reference to Exhibit 10.01 to the Registrant's
Registration Statement on Form S-1 (File No. 333-57165) filed on June
18, 1998, as subsequently amended (the "Form S-1").
--------
/(2)/ Incorporated herein by reference to Exhibit 10.02 to the Form S-1.
/(3)/ Incorporated herein by reference to Exhibit 10.03 to the Form S-1.
/(4)/ Incorporated herein by reference to Exhibit 3.02 to the Form S-1.
/(5)/ Incorporated herein by reference to Exhibit 3.03 to the Form S-1.
/(6)/ Incorporated herein by reference to Exhibit 4.01 to the Form S-1.
<PAGE>
EXHIBIT 5.01
------------
January 29, 1999
Centaur Pharmaceuticals, Inc.
484 Oakmead Parkway
Sunnyvale, CA 94086
Gentlemen/Ladies:
At your request, we have examined the Registration Statement on Form S-8
(the "Registration Statement") to be filed by you with the Securities and
Exchange Commission (the "Commission") on or about January 29, 1999 in
connection with the registration under the Securities Act of 1933, as amended,
of an aggregate of 2,941,047 shares of your Common Stock (the "Stock"), all of
which are subject to issuance by you upon the exercise of (a) stock options
granted by you under your 1993 Equity Incentive Plan, as amended (the "1993
Plan"), (b) stock options granted or to be granted by you under your 1998 Equity
Incentive Plan (the "1998 Plan"), or (c) stock options granted or to be granted
by you under your 1998 Director's Stock Option Plan (the "Director's Plan").
The plans referred to in clauses (a) through (c) above are collectively referred
to in this letter as the "Plans"). In rendering this opinion, we have examined
the following:
(1) your registration statement on Form S-1 (File Number 333-57165) filed
with and declared effective by the Commission on October 13, 1998,
together with the Exhibits filed as a part thereof, including without
limitation, each of the Plans and related forms of stock option grant
and exercise agreements;
(2) the Registration Statement, together with the Exhibits filed as a part
thereof;
(3) the Prospectuses prepared in connection with the Registration
Statement;
(4) the minutes of meetings and actions by written consent of the
stockholders and Board of Directors that are contained in your minute
books that are in our possession;
(5) the stock records that you have provided to us (consisting of a
certificate from your transfer agent dated January 28, 1999 verifying
the number of your issued and outstanding shares of capital stock as
of the date hereof and a list of option and warrant holders respecting
your capital and of any rights to purchase capital stock that was
prepared by you and dated January 28, 1999 verifying the number of
such issued and outstanding securities); and
(6) a Management Certificate addressed to us and dated of even date
herewith executed by the Company containing certain factual and other
representations.
We have also confirmed the continued effectiveness of your registration
under the Securities Exchange Act of 1934, as amended, by telephone call to the
offices of the Commission and have confirmed your eligibility to use Form S-8.
<PAGE>
Centaur Pharmaceuticals, Inc.
January 29, 1999
Page 2
In our examination of documents for purposes of this opinion, we have
assumed, and express no opinion as to, the genuineness of all signatures on
original documents, the authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies, the legal capacity of all natural persons executing the same, the lack
of any undisclosed terminations, modifications, waivers or amendments to any
documents reviewed by us and the due execution and delivery of all documents
where due execution and delivery are prerequisites to the effectiveness thereof.
As to matters of fact relevant to this opinion, we have relied solely upon
our examination of the documents referred to above and have assumed the current
accuracy and completeness of the information obtained from public officials and
records referred to above. We have made no independent investigation or other
attempt to verify the accuracy of any of such information or to determine the
existence or non-existence of any other factual matters; however, we are not
-------
aware of any facts that would cause us to believe that the opinion expressed
herein is not accurate.
We are admitted to practice law in the State of California, and we express
no opinion herein with respect to the application or effect of the laws of any
jurisdiction other than the existing laws of the United States of America and
the State of California and (without reference to case law or secondary sources)
the existing Delaware General Corporation Law.
Based upon the foregoing, it is our opinion that the 2,941,047 shares of
Stock that may be issued and sold by you upon the exercise of (a) stock options
granted or to be granted under the 1998 Plan or the Director's Plan and (b)
stock options granted under the 1993 Plan, when issued and sold in accordance
with the applicable plan and stock option or purchase agreements to be entered
into thereunder, and in the manner referred to in the relevant Prospectus
associated with the Registration Statement, will be validly issued, fully paid
and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us, if any, in the
Registration Statement, the Prospectus constituting a part thereof and any
amendments thereto.
This opinion speaks only as of its date and we assume no obligation to
update this opinion should circumstances change after the date hereof. This
opinion is intended solely for the your use as an exhibit to the Registration
Statement for the purpose of the above sale of the Stock and is not to be relied
upon for any other purpose.
Very truly yours,
FENWICK & WEST LLP
/s/ Fenwick & West LLP
<PAGE>
Exhibit 23.02
CONSENT OF ERNST & YOUNG, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) of Centaur Pharmaceuticals, Inc., pertaining to the 1993 Equity Incentive
Plan, the 1998 Equity Incentive Plan, and the 1998 Directors Stock Option Plan,
of our report dated April 28, 1998, except for Note 9 as to which the date is
September 29, 1998, with respect to the financial statements of Centaur
Pharmaceuticals, Inc. for the year ended December 31, 1997, included in its
Registration Statement (Form S-1) filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Palo Alto, California
January 29, 1999
