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As filed with the Securities and Exchange Commission on September 14, 1998
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
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SANGSTAT MEDICAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 94-3076-069
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
1505 ADAMS DRIVE
MENLO PARK, CALIFORNIA 94025
(Address of principal executive offices) (Zip Code)
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SANGSTAT MEDICAL CORPORATION
1993 STOCK OPTION PLAN
(Full title of the Plan)
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PHILIPPE POULETTY, M.D.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
SANGSTAT MEDICAL CORPORATION
1505 ADAMS DRIVE, MENLO PARK, CALIFORNIA 94025
(Name and address of agent for service)
(650) 328-0300
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Proposed Maximum Proposed Maximum
Amount to be Offering Price per Aggregate Offering Amount of
Title of Securities to be Registered Registered(1) Share(2) Price(2) Registration Fee
- ---------------------------------------- --------------- -------------------- -------------------- -------------------
<C> <S> <S> <S> <S>
1993 Stock Option Plan:
Options to purchase Common Stock 700,000 N/A N/A N/A
Common Stock, $0.001 par value 700,000 $18.8125 $13,168,750 $3,884.79
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1993 Stock Option Plan by
reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration which
results in an increase in the number of the outstanding shares of Common
Stock of SangStat Medical Corporation.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the high
and low prices per share of Common Stock of SangStat Medical Corporation on
the Nasdaq National Market on September 9, 1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
SangStat Medical Corporation (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997;
(b) Amendment Number 1 on Form 10-K/A filed with the SEC on April
30, 1998;
(c) (1) The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 1998;
(2) Amendment Number 1 on Form 10-Q/A for the fiscal quarter
ended June 30, 1997; and
(d) The Registrant's Registration Statement No. 0-22890 on Form
8-B filed with the SEC on December 4, 1995 pursuant to Section
12 of the Securities Exchange Act of 1934 (the "1934 Act") in
which there is described the terms, rights and provisions
applicable to the Registrant's outstanding Common Stock.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Under Section 145 of the Delaware General Corporation Law, the
Registrant has broad powers to indemnify its directors and officers against
liabilities they may incur in such capacities, including liabilities under the
Securities Act of 1933, as amended (the "1933 Act"). The Registrant's Bylaws
provide that the Registrant will indemnify its directors and may indemnify its
officers to the full extent permitted by law. The Registrant believes that
indemnification under its Bylaws covers at least negligence and gross negligence
by directors and requires the Registrant to advance litigation expenses in the
case of stockholder derivative actions or other actions, against an undertaking
by the director to repay such advances if it is ultimately determined that the
director is not entitled to indemnification. The Bylaws further provide that
rights conferred under such Bylaws are not to be deemed to be exclusive of any
other right such persons may have or acquire under any statute or any provision
of any Certificate of Incorporation, Bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.
The Registrant has entered into indemnification agreements with each of
its directors which provide the directors with indemnification rights. One
significant difference between the indemnification rights provided under the
Registrant's Bylaws and those provided under the indemnification agreements is
that, under the Bylaws as construed in accordance with Delaware law, amounts may
be paid as indemnity only if independent determinations are made in each
specific case that under the circumstances the individual claiming indemnity
meets certain
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specified standards of conduct. Under the indemnification agreements, a
determination that a director has met those standards is not required for such
indemnity, although the agreements exclude indemnity for conduct which is
adjudged to be knowingly fraudulent, deliberately dishonest or to constitute
willful misconduct.
In addition, the Registrant's Certificate of Incorporation provides
that, pursuant to Delaware law, its directors shall not be liable for monetary
damages for breach of the director's fiduciary duty of care to the Registrant
and its stockholders. This provision in the Certificate of Incorporation does
not eliminate the duty of care, and in appropriate circumstances equitable
remedies such as injunctive or other forms of non-monetary relief will remain
available under Delaware law. In addition, each director will continue to be
subject to liability for breach of the director's duty of loyalty to the
Registrant, for acts or omissions not in good faith or involving intentional
misconduct, for knowing violations of law, for actions leading to improper
personal benefit to the director, and for payment of dividends or approval of
stock repurchases or redemptions that are unlawful under Delaware law. The
provision also does not affect a director's responsibilities under any other
law, such as the federal securities laws or state or federal environmental laws.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
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Exhibit Number Exhibit
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<C> <S>
4 Instruments Defining Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 0-22890 on
Form 8-B which is incorporated herein by reference pursuant
to Item 3(d) of this Registration Statement.
5 Opinion and consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP.
23.1 Consent of Deloitte & Touche LLP, Independent Auditors.
23.2 Consent of Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
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Item 9. Undertakings
A. 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 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this 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 this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 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 and (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 Registrant's 1993
Stock Option Plan.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration
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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.
C. Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6 or
otherwise, the Registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
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 Menlo Park, State of California on this 11th day
of September, 1998.
SANGSTAT MEDICAL CORPORATION
By: /s/ Philippe Pouletty
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Philippe Pouletty, M.D.
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of SangStat Medical
Corporation, a Delaware corporation, do hereby constitute and appoint Philippe
Pouletty and James F. Hinrichs, and either of them, the lawful attorneys-in-fact
and agents with full power and authority to do any and all acts and things and
to execute any and all instruments which said attorneys and agents, and either
one of them, determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any rules
or regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or either one of them, shall do or cause to
be done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
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.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Philippe Pouletty Chairman and Chief Executive Officer September 11, 1998
- ---------------------------- (Principal Executive Officer)
Philippe Pouletty, M.D.
/s/ James F. Hinrichs Chief Financial Officer September 11, 1998
- ----------------------------- (Principal Financial and Accounting Officer)
James F. Hinrichs
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Gordon Russell Director September 11, 1998
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Gordon Russell
/s/ Frederic J. Feldman Director September 11, 1998
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Fredric J. Feldman, Ph.D.
/s/ Elizabeth Greetham Director September 11, 1998
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Elizabeth Greetham
/s/ Richard D. Murdock Director September 11, 1998
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Richard D. Murdock
/s/ Vincent Worms Director September 11, 1998
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Vincent Worms
/s/ Andrew Perlman Director September 11, 1998
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Andrew Perlman
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
SANGSTAT MEDICAL CORPORATION
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EXHIBIT INDEX
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Exhibit Number Exhibit
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<S> <C>
4 Instruments Defining Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 0-22890 on
Form 8-B, which is incorporated herein by reference pursuant
to Item 3(d) of this Registration Statement.
5 Opinion and consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP.
23.1 Consent of Deloitte & Touche LLP, Independent Auditors.
23.2 Consent of Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
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EXHIBIT 5
September 11, 1998
SangStat Medical Corporation
1505 Adams Drive
Menlo Park, CA 94025
Re: SangStat Medical Corporation Registration Statement
for Offering of 700,000 Shares of Common Stock
Ladies and Gentlemen:
We refer to your registration on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended, of 700,000 shares of Common Stock
under the Company's 1993 Stock Option Plan. We advise you that, in our opinion,
when such shares have been issued and sold pursuant to the applicable provisions
of the 1993 Stock Option Plan and in accordance with the Registration Statement,
such shares will be validly issued, fully paid and nonassessable share of the
Company's Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Gunderson Dettmer Strough Villeneuve Franklin &
Hachigian, LLP
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Gunderson Dettmer Strough Villeneuve Franklin &
Hachigian, LLP
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Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
SangStat Medical Corporation on Form S-8 of our report dated February 6, 1998,
appearing in the Annual Report on Form 10-K of SangStat Medical Corporation
for the year ended December 31, 1997.
/s/ Deloitte & Touche LLP
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Deloitte & Touche LLP
San Jose, California
September 11, 1998
