<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 30, 1999
REGISTRATION NO. 333-
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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 Number)
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180 KIMBALL WAY
SOUTH SAN FRANCISCO, CA 94080
(650) 829-1000
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EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
William J. Newell, Esq.
Senior Vice President, General Counsel and Secretary
Axys Pharmaceuticals, Inc.
180 Kimball Way
South San Francisco, CA 94080
(650) 829-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
ALAN C. MENDELSON, ESQ.
COOLEY GODWARD LLP
FIVE PALO ALTO SQUARE
3000 EL CAMINO REAL
PALO ALTO, CALIFORNIA 94306
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Stock Options and Common Stock
(par value $.001) 500,000 $4.1875 $2,093,750.00 $582.06
===============================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) under the Securities Act of 1933,
as amended. The offering price per share and aggregate offering price for
the unissued stock options Common Stock are based upon the average of the
high and low prices of Registrant's Common Stock as reported on the Nasdaq
National Market System on July 26, 1999.
Approximate date of commencement of proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.
<PAGE> 2
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose
of registering an additional 500,000 shares of the Registrant's Common Stock to
be issued pursuant to the Registrant's Employee Stock Purchase Plan, as amended
(the "Plan").
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENTS
ON FORM S-8, NO. 333-44669 AND 333-09095
The contents of the Registration Statement on Form S-8 filed with the
Securities and Exchange Commission on January 22, 1998 and July 29, 1996
relating to the Plan (File Nos. 333-44669 and 333-09095, respectively) are
incorporated by reference herein.
INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares of Common Stock being registered hereby will
be passed upon for the Company by Cooley Godward LLP, Palo Alto, California.
Cooley Godward LLP and certain attorneys in such firm own an aggregate of
approximately 5,000 shares of the Company's Common Stock. Alan C. Mendelson, a
partner at Cooley Godward LLP, is a director of the Company and also owns
approximately 18,329 shares of the Company's Common Stock.
EXHIBITS
<TABLE>
<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 is contained in Exhibit 5.1 to this
Registration Statement.
24.1 Power of Attorney is contained on the signature pages.
</TABLE>
2.
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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 South San Francisco, State of California, on July 22,
1999.
AXYS PHARMACEUTICALS, INC.
By: /s/ John P. Walker
_________________________________
John P. Walker
Chairman of the Board and
Chief Executive Officer
3.
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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 or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her 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 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 or she 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.
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
--------- ----- ----
<S> <C> <C>
/s/ John P. Walker
- -------------------------------- Chairman of the Board of Directors July 22, 1999
John P. Walker and Chief Executive Officer
(Principal Executive Officer)
/s/ Frederick J. Ruegsegger
- -------------------------------- Senior Vice President Finance and July 26, 1999
Frederick J. Ruegsegger Corporate Development and Chief
Financial Officer
(Principal Financial and Accounting
Officer)
/s/ Ann M. Arvin, M.D.
- -------------------------------- Director July 26, 1999
Ann M. Arvin, M.D.
/s/ Vaughn M. Kailian
- -------------------------------- Director July 26, 1999
Vaughn M. Kailian
/s/ Donald Kennedy, Ph.D.
- -------------------------------- Director July 21, 1999
Donald Kennedy, Ph.D.
/s/ Irwin Lerner
- -------------------------------- Director July 19, 1999
Irwin Lerner
/s/ Alan C. Mendelson
- -------------------------------- Director July 21, 1999
Alan C. Mendelson
/s/ J. Leighton Read, M.D.
- -------------------------------- Director July 21, 1999
J. Leighton Read, M.D.
</TABLE>
4.
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EXHIBIT INDEX
<TABLE>
<CAPTION>
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 is contained in Exhibit 5.1 to this
Registration Statement.
24.1 Power of Attorney is contained on the signature pages.
</TABLE>
5.
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EXHIBIT 5.1
Julie M. Robinson, Esq.
Direct: (650) 843-5092
Internet: [email protected]
July 30, 1999
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 an aggregate of 500,000 shares of
the Company's Common Stock, $.001 par value (the "Shares"), pursuant to the
Company's Employee Stock Purchase Plan (the "Plan").
In connection with this opinion, we have examined the Registration Statement and
related Prospectus, your Amended and Restated Certificate of Incorporation and
Bylaws 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 Plan, the
Registration Statement and the related Prospectus, will be validly issued, fully
paid, and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
Cooley Godward LLP
By: /s/ JULIE M. ROBINSON
---------------------------------
Julie M. Robinson
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EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
pertaining to the Employee Stock Purchase Plan of Axys Pharmaceuticals, Inc. of
our report dated February 5, 1999, with respect to the consolidated financial
statements of Axys Pharmaceuticals, Inc. included in the Annual Report (Form
10-K) for the year ended December 31, 1998, filed with the Securities and
Exchange Commission.
Palo Alto, California
July 28, 1999
