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As filed with the Securities and Exchange Commission on October 17, 1996
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
LA JOLLA PHARMACEUTICAL COMPANY
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(Exact name of Registrant as specified in its charter)
DELAWARE 33-0361285
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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6455 NANCY RIDGE DRIVE
SAN DIEGO, CALIFORNIA 92121
(619) 452-6600
(Address, including zip code, and telephone number,
including area code, of Registrant's Principal Executive Offices)
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1994 STOCK INCENTIVE PLAN
(Full Title of Plan)
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STEVEN B. ENGLE
CHIEF EXECUTIVE OFFICER
LA JOLLA PHARMACEUTICAL COMPANY
6455 NANCY RIDGE DRIVE
SAN DIEGO, CALIFORNIA 92121
(619) 452-6600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED SHARE(1) PRICE(1) FEE
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COMMON STOCK, $.01 PAR VALUE 500,000 SHARES $4.50 $2,250,000 $681.82
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(h) and 457(c) and based on the high and low prices
of the Common Stock of La Jolla Pharmaceutical Company as reported on
October 14, 1996 on the NASDAQ National Market System.
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INTRODUCTION
This Registration Statement on Form S-8 is filed by La Jolla
Pharmaceutical Company, a Delaware corporation (the "Company") relating to an
additional 500,000 shares of the Company's common stock, par value $.01 per
share (the "Common Stock"), issuable under the Company's 1994 Stock Incentive
Plan (the "Plan"), and consists of only those items required by General
Instruction E to Form S-8.
INCORPORATION OF PREVIOUSLY FILED REGISTRATION STATEMENT
The contents of the Registration Statement on Form S-8, Registration
No. 33-82664, previously filed by the Company with the Securities and Exchange
Commission on August 11, 1994, are incorporated herein by reference and made a
part hereof.
ITEM 8. EXHIBITS.
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4.1 Restated Certificate of Incorporation of the Company (filed as
Exhibit 3.3 to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994, and incorporated herein by reference)
4.2 Bylaws for the Regulation of the Company (filed as Exhibit 3.2 to the
Company's Registration Statement on Form S-1 (No. 33-76480), and
incorporated herein by reference)
5 Opinion of Gibson, Dunn & Crutcher LLP as to the legality of the
securities being registered
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5 hereto)
24 Power of Attorney (contained on signature page hereto)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for a 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 San Diego, State of California, on September 30,
1996.
LA JOLLA PHARMACEUTICAL COMPANY
By: /s/ STEVEN B. ENGLE
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Steven B. Engle
President and Chief
Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
STEVEN B. ENGLE and WOOD C. ERWIN his true and lawful attorneys-in-fact and
agents, each acting alone, with full powers 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, each acting alone, with full powers and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as full to all intents and purposes as he
might or could do in person, hereby ratifying and confirming that all said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the date indicated.
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Signature Title Date
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/s/ STEVEN B. ENGLE President, Chief Executive Officer September 30, 1996
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Steven B. Engle and Director
/s/ WOOD C. ERWIN Vice President-Finance, Secretary and Chief September 30, 1996
- --------------------------------- Financial Officer (Principal Financial
Wood C. Erwin and Accounting Officer)
/s/ JOSEPH STEMLER Chairman of the Board September 30, 1996
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Joseph Stemler
/s/ THOMAS H. ADAMS Director September 30, 1996
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Thomas H. Adams, Ph.D.
/s/ WILLIAM E. ENGBERS Director September 30, 1996
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William E. Engbers
/s/ ROBERT A. FILDES Director September 30, 1996
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Robert A. Fildes, Ph.D.
/s/ W. LEIGH THOMPSON, M.D. Director September 30, 1996
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W. Leigh Thompson, M.D., Ph.D.
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EXHIBIT INDEX
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Exhibit No. Description
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4.1* Restated Certificate of Incorporation of the Company
4.2* Bylaws for the Regulations of the Company
5 Opinion of Gibson, Dunn & Crutcher LLP as to the legality of the securities being
registered
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5 hereto)
24 Power of Attorney (contained on signature page hereof)
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* Incorporated herein by reference. See sequentially numbered page 2.
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EXHIBIT 5
[Gibson, Dunn & Crutcher LLP Letterhead]
October 16, 1996
La Jolla Pharmaceutical Company
6455 Nancy Ridge Drive
San Diego, California 92121
Re: Registration Statement on Form S-8 of 500,000 Shares of Common Stock
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Ladies and Gentlemen:
We have acted as your counsel in the preparation of a Registration
Statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission to register 500,000 shares of common stock,
par value $.01 per share (the "Common Stock") of La Jolla Pharmaceutical
Company, a Delaware corporation (the "Company"), to be issued pursuant to the
Company's 1994 Stock Incentive Plan (the "Plan").
For purposes of rendering this opinion, we have made such legal and
factual examinations as we have deemed necessary under the circumstances and, as
part of such examinations, we have examined, among other things, originals and
copies, certified or otherwise, identified to our satisfaction, of such
documents, corporate records and other instruments as we have deemed necessary
or appropriate. For the purposes of such examinations, we have assumed the
genuineness of all signatures on original documents and the conformity to
original documents of all copies submitted to us.
On the basis of and in reliance upon the foregoing examinations and
assumptions, we are of the opinion that, assuming the Registration Statement
shall have become effective pursuant to the provisions of the Securities Act of
1933, as amended, the shares of Common Stock being offered under the Plan, when
issued in accordance with the Registration Statement and the provisions of the
Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ GIBSON, DUNN & CRUTCHER LLP
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Gibson, Dunn & Crutcher LLP
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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 on Form S-8 and related prospectus pertaining to the 1994 Stock
Incentive Plan of La Jolla Pharmaceutical Company of our report dated January
25, 1996, with respect to the financial statements of La Jolla Pharmaceutical
Company included in its Annual Report on Form 10-K for the year ended December
31, 1995, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
San Diego, California
October 11, 1996
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