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As filed with the Securities and Exchange Commission on November 24, 1999
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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LA JOLLA PHARMACEUTICAL COMPANY
(Exact name of Registrant as Specified in Its Charter)
DELAWARE 33-0361285
(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
(858) 452-6600
(Address, including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
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LA JOLLA PHARMACEUTICAL COMPANY
1994 STOCK INCENTIVE PLAN
(Full Title of Plan)
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STEVEN B. ENGLE
CHIEF EXECUTIVE OFFICER
6455 NANCY RIDGE DRIVE
SAN DIEGO, CALIFORNIA 92121
(858) 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(1) SHARE(2) PRICE(2) FEE
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<S> <C> <C> <C> <C>
Common Stock, 750,000 shares(4) $0.6094 $457,050 $127.06
$0.01 par value per share(3)
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(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this
Registration Statement also covers shares issued pursuant to antidilution
provisions set forth in the Plan. In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the Plan.
(2) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(c) under the Securities Act of 1933, based upon the
average of the high and low sale prices of the Company's Common Stock on the
Nasdaq National Market System on November 22, 1999.
(3) This Registration Statement includes associated stock purchase
rights under the Rights Agreement dated December 3, 1998, between the Company
and American Stock Transfer & Trust Company.
(4) 2,500,000 shares are issuable under the Plan. In addition to the
750,000 shares registered hereby, 750,000 shares of the Company's Common Stock
issuable under the Plan were previously registered under the Registration
Statement on Form S-8 (Registration No. 33-82664) as filed with the Securities
and Exchange Commission on August 11, 1994, 500,000 shares of the Company's
Common Stock issuable under the Plan were previously registered under the
Registration Statement on Form S-8 (Registration No. 333-14285) as filed with
the Securities and Exchange Commission on October 17, 1996, and 500,000 shares
of the Company's Common Stock issuable under the Plan were previously registered
under the Registration Statement on Form S-8 (Registration No. 333-29575) as
filed with the Securities and Exchange Commission on June 19, 1997.
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INTRODUCTION
This Registration Statement on Form S-8 is filed by La Jolla
Pharmaceutical Company, a Delaware corporation (the "Company"), to register an
additional 750,000 shares of the Company's common stock, par value $0.01 per
share, 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.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to the instructions to Form S-8, Part I (Information Required
in the Section 10(a) Prospectus) is not filed as part of this Registration
Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
In accordance with General Instruction E to Form S-8, the contents of
the Company's 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 is incorporated herein by reference and made a part hereof.
ITEM 8. EXHIBITS.
Pursuant to General Instruction E, only those opinions and consents
required by Item 8 are provided, as follows.
Exhibit No. Description
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5.1 Opinion of Gibson, Dunn & Crutcher LLP as to the legality of the
additional securities being registered.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1
hereto).
24.1 Power of Attorney (contained on signature page hereto).
2
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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 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 November 23, 1999.
LA JOLLA PHARMACEUTICAL COMPANY
By: /s/ STEVEN B. ENGLE
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Steven B. Engle
Chairman of the Board,
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> <C> <C>
/s/ STEVEN B. ENGLE Chairman of the Board, President and November 23, 1999
--------------------------------- Chief Executive Officer
Steven B. Engle (Principal Executive Officer)
/s/ WOOD C. ERWIN Vice President of Finance and November 23, 1999
--------------------------------- Chief Financial Officer
Wood C. Erwin (Principal Financial and Accounting Officer)
/s/ THOMAS H. ADAMS, Ph.D. Director
---------------------------------
Thomas H. Adams, Ph.D. November 23, 1999
/s/ WILLIAM E. ENGBERS Director
---------------------------------
William E. Engbers November 23, 1999
/s/ ROBERT A. FILDES, Ph.D. Director
---------------------------------
Robert A. Fildes, Ph.D. November 23, 1999
/s/ W.LEIGH THOMPSON, M.D., Ph.D. Director
---------------------------------
W. Leigh Thompson, M.D., Ph.D. November 23, 1999
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
5.1 Opinion of Gibson, Dunn & Crutcher LLP as to the legality of the
additional securities being registered.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1
hereto).
24.1 Power of Attorney (contained on signature page hereto).
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EXHIBIT 5.1
November 23, 1999
(949) 451-3800 C 51286-00003
La Jolla Pharmaceutical Company
6455 Nancy Ridge Drive
San Diego, California 92121
Re: Registration Statement on Form S-8 Pursuant to General
Instruction E
Ladies and Gentlemen:
We have acted as your counsel in the preparation of a Registration
Statement on Form S-8 (the "Registration Statement"), which is to be filed with
the Securities and Exchange Commission pursuant to General Instruction E of Form
S-8, to register an additional 750,000 shares of common stock, par value $0.01
per share, and associated rights (the "Additional Securities"), of La Jolla
Pharmaceutical Company, a Delaware corporation (the "Company"), issuable under
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 examination, 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 examination, 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, and assuming the
Registration Statement shall have become effective pursuant to the provisions of
the Securities Act of 1933, as amended (the "Act"), it is our opinion that the
Additional Securities will, when issued, delivered and paid for pursuant to and
in accordance with the Plan, be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
/s/ GIBSON, DUNN & CRUTCHER LLP
--------------------------------
GIBSON, DUNN & CRUTCHER LLP
RSB/MJB
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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 (Form
S-8) pertaining to the 1994 Stock Incentive Plan of La Jolla Pharmaceutical
Company of our report dated January 28, 1999, with respect to the financial
statements of La Jolla Pharmaceutical Company included in the Annual Report
(Form 10-K) for the year ended December 31, 1998, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
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ERNST & YOUNG LLP
San Diego, California
November 22, 1999
