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As filed with the Securities and Exchange Commission on January 22, 1998
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________________
AXYS PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
_____________________________
DELAWARE 22-2969941
(State of Incorporation) (I.R.S. Employer Identification No.)
180 KIMBALL WAY
SOUTH SAN FRANCISCO, CALIFORNIA 94080
(650) 829-1000
(Address and telephone number of principal executive offices)
_____________________________
EMPLOYEE STOCK PURCHASE PLAN
1994 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
_____________________________
(FULL TITLE OF THE PLANS)
JOHN P. WALKER
CHIEF EXECUTIVE OFFICER
AXYS PHARMACEUTICALS, INC.
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
<S> <C> <C> <C> <C>
Stock Options and
Common Stock (par 750,000 $8.50 - 9.625 $7,117,500 $2,099.67
value $.001)
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h). The price per share and
aggregate offering price is based upon the average of the high and low
prices of Registrant's Common Stock on January 20, 1998, as reported
on the Nasdaq National Market.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose
of registering an additional 400,000 shares of the Company's Common Stock to be
issued pursuant to the Company's Employee Stock Purchase Plan, as amended (the
"Employee Stock Purchase Plan") and an additional 350,000 shares of the
Company's Common Stock to be issued pursuant to the Company's 1994 Non-Employee
Directors' Stock Option Plan, as amended (the "Non-Employee Directors' Plan").
The Registration Statements on Form S-8 previously filed with the Commission
relating to the Employee Stock Purchase Plan and the Non-Employee Directors'
Plan (File Nos. 333-09095 and 33-80852, respectively) are incorporated by
reference herein.
2.
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EXHIBITS
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<CAPTION>
EXHIBIT
NUMBER
<S> <C>
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24 Power of Attorney is contained on the signature page II-1.
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3.
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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 January 20, 1998.
AXYS PHARMACEUTICALS, INC.
By: /s/ John P. Walker
--------------------------------
John P. Walker
Chief Executive Officer
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 Chief Executive January 20, 1998
- --------------------------------------- Officer and Director
John P. Walker (Principal Executive
Officer)
/s/ Frederick J. Ruegsegger Vice President and Chief January 20, 1998
- --------------------------------------- Financial Officer
Frederick J. Ruegsegger (Principal Financial and
Accounting Officer)
/s/ Ann M. Arvin Director January 20, 1998
- ---------------------------------------
Ann M. Arvin
/s/ Brook H. Byers Director January 20, 1998
- ---------------------------------------
Brook H. Byers
/s/ Anthony B. Evnin, Ph.D. Director January 20, 1998
- ---------------------------------------
Anthony B. Evnin, Ph.D.
/s/ Donald Kennedy, Ph.D. Director January 20, 1998
- ---------------------------------------
Donald Kennedy, Ph.D.
/s/ Vaughn M. Kailian Director January 20, 1998
- ---------------------------------------
Vaughn M. Kailian
/s/ Kevin J. Kinsella Director January 20, 1998
- ---------------------------------------
Kevin J. Kinsella
/s/ Irwin Lerner Director January 20, 1998
- ---------------------------------------
Irwin Lerner
/s/ J. Leighton Read Director January 20, 1998
- ---------------------------------------
J. Leighton Read
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II-2
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
- ------- ---------------------------------------------------------------------
<S> <C>
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to the Signature Page.
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Exhibit 5.1
ALAN C. MENDELSON
Direct: (650) 843-5010
Internet: [email protected]
January 22, 1998
AxyS Pharmaceuticals, Inc.
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 AxyS Pharmaceuticals, Inc. (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
Employee Stock Purchase Plan, as amended and 1994 Non-Employee Directors' Stock
Option Plan (the "Plans").
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 sold and issued in accordance with the Plans, the option
agreements and the Registration Statement, 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 Employee Stock Purchase Plan and 1994 Non-Employee
Directors' Stock Option Plan of AxyS Pharmaceuticals, Inc., formerly known as
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
January 20, 1998
