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As filed with the Securities and Exchange Commission on September 29, 1997
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________________
ARRIS PHARMACEUTICAL CORPORATION
(Exact name of registrant as specified in its charter)
_____________________________
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<S> <C>
DELAWARE 22-2969941
(State of Incorporation) (I.R.S. Employer Identification No.)
-----------------------------
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180 KIMBALL WAY
SOUTH SAN FRANCISCO, CALIFORNIA 94080
(650) 829-1000
(Address and telephone number of principal executive offices)
_____________________________
1989 STOCK PLAN
_____________________________
(FULL TITLE OF PLAN)
JOHN P. WALKER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ARRIS PHARMACEUTICAL CORPORATION
180 KIMBALL WAY
SOUTH SAN FRANCISCO, CALIFORNIA 94080
(650) 829-1000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
____________________________
Copies to:
ALAN C. MENDELSON, ESQ.
COOLEY GODWARD LLP
FIVE PALO ALTO SQUARE
3000 EL CAMINO REAL
PALO ALTO, CALIFORNIA 94306
(650) 843-5000
____________________________
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED SHARE (1) PRICE (1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Stock Options and
Common Stock (par 750,000 $10.45 - $15.375 $11,393,310.39 $3,452.51
value $.001)
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) and (h)(1). The price per
share and aggregate offering prices are based upon (i) $11.52 the
average exercise price of 35,782 outstanding options to purchase
Common Stock pursuant to Registrant's 1989 Stock Plan and (ii)
$15.375, the last sale of Registrant's Common Stock on September 23,
1997, as reported on the Nasdaq National Market.
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INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8 NOS. 33-74720, 33-80852, 33-92900,
333-00500 and 333-09095
The contents of Registration Statements on Form S-8 No. 33-74720 filed
with the Securities and Exchange Commission on February 1, 1994; Form S-8 No.
33-80852 filed with the Securities and Exchange Commission on June 24, 1994;
No. 33-92900 filed with the Securities and Exchange Commission on June 20,
1995; Form S-8 No. 333-00500 filed with the Securities and Exchange Commission
on January 22, 1996; and Form S-8 No. 333-09095 filed with the Securities and
Exchange Commission on July 29, 1996 respectively, are incorporated herein by
reference.
INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Cooley Godward LLP ("Cooley Godward"), Palo
Alto, California. Cooley Godward and certain attorneys in such firm own an
aggregate of approximately 16,357 shares of the Company's Common Stock. Alan
C. Mendelson, a partner of Cooley Godward, is a director and the Secretary of
the Company.
EXHIBITS
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EXHIBIT
NUMBER
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5 Opinion of Counsel.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Counsel. Reference is made to Exhibit 5.1.
24 Power of Attorney is contained on the signature page II-1.
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1.
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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 South San Francisco,
State of California, on September 29, 1997.
ARRIS PHARMACEUTICAL CORPORATION
By: /s/ John P. Walker
-----------------------------
John P. Walker
President, Chief Executive
Officer and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John P. Walker and Frederick J.
Ruegsegger, 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.
II-1
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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.
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Signature Title Date
<S> <C> <C>
/s/ John P. Walker President, Chief Executive September 22, 1997
- --------------------------------------- Officer and Director
John P. Walker (Principal Executive
Officer)
/s/ Frederick J. Ruegsegger Vice President and Chief September 22, 1997
- --------------------------------------- Financial Officer
Frederick J. Ruegsegger (Principal Financial and
Accounting Officer)
/s/ Brook H. Byers Director September 22, 1997
- ---------------------------------------
Brook H. Byers
/s/ Anthony B. Evnin, Ph.D. Director September 22, 1997
- ---------------------------------------
Anthony B. Evnin, Ph.D.
/s/ Donald Kennedy, Ph.D. Director September 22, 1997
- ---------------------------------------
Donald Kennedy, Ph.D.
/s/ Hans U. Sievertsson, Ph.D. Director September 22, 1997
- ---------------------------------------
Hans U. Sievertsson, Ph.D.
/s/ Vaughn M. Kailian Director September 22, 1997
- ---------------------------------------
Vaughn M. Kailian
/s/ Alan C. Mendelson Director September 22, 1997
- ---------------------------------------
Alan C. Mendelson
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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5.1 Opinion of Counsel.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Counsel. Reference is made to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to the Signature Page.
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<PAGE> 1
Exhibit 5.1
ALAN C. MENDELSON
Direct: (650) 843-5010
Internet: [email protected]
September 29, 1997
Arris Pharmaceutical Corp.
180 Kimball Way
South San Francisco, CA 94080
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Arris Pharmaceutical Corporation (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 750,000
shares of the Company's Common Stock, $0.001 par value (the "Shares"), pursuant
to its 1989 Stock Plan, as amended (the "Plan").
In connection with this opinion, we have examined the Registration Statement
and related Prospectus, your Certificate of Incorporation and Bylaws, 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 issued in accordance with the Plan, the Registration
Statement and related Prospectus, 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 LLP
By: /s/ Alan C. Mendelson
----------------------------------------
Alan C. Mendelson
cc: Frederick J. Ruegsegger
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Exhibit 23.1
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in this Registration Statement
(Form S-8) pertaining to the 1989 Stock Plan of Arris Pharmaceutical
Corporation of our report dated February 10, 1997 with respect to the
consolidated financial statements of Arris Pharmaceutical Corporation included
in the Annual Report (Form 10-K) for the year ended December 31, 1996, filed
with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Palo Alto, California
August 24, 1997
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