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As filed with the Securities and Exchange Commission on September 1, 2000
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
(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.)
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)
LA JOLLA PHARMACEUTICAL COMPANY 1994 STOCK INCENTIVE PLAN
LA JOLLA PHARMACEUTICAL COMPANY 1995 EMPLOYEE STOCK PURCHASE PLAN
STEVEN B. ENGLE
LA JOLLA PHARMACEUTICAL COMPANY
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)
COPY TO:
LEONARD J. MCGILL, ESQ.
GIBSON, DUNN & CRUTCHER LLP
4 PARK PLAZA
IRVINE, CALIFORNIA 92614
(949) 451-3800
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE(2) REGISTRATION FEE
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Common Stock, par value 1,200,000 (3)(4) $6.50 $7,800,000 $2,060
$0.01 per share
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(1) Each share of Common Stock includes a right to purchase one one-thousandth
of a share of Series A Junior Participating Preferred Stock pursuant to the
Rights Agreement between the Registrant and American Stock Transfer & Trust
Company, as Rights Agent.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h) and based on the average of the high
and the low price of the Common Stock of the Registrant as reported on
August 28, 2000 on the Nasdaq National Market System.
(3) Represents a 1,000,000 share increase in the number of shares authorized
for issuance under the La Jolla Pharmaceutical Company 1994 Stock Incentive
Plan (the "Incentive Plan"). 3,500,000 shares of the Company's common stock
are issuable under the Incentive Plan. In addition to the shares of common
stock registered hereby, 750,000 shares of the Company's common stock
issuable under the Incentive 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 Incentive 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, 500,000 shares of the Company's common
stock issuable under the Incentive 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, and
750,000 shares of the Company's common stock issuable under the Incentive
Plan were previously registered under the Registration Statement on Form
S-8 (Registration No. 333-91593) as filed with the Securities and Exchange
Commission on November 24, 1999.
(4) Represents a 200,000 share increase in the number of shares authorized for
issuance under the La Jolla Pharmaceutical Company 1995 Employee Stock
Purchase Plan (the "Stock Purchase Plan"). 500,000 shares of the Company's
common stock are issuable under the Stock Purchase Plan. In addition to the
shares of common stock registered hereby, 300,000 shares of the Company's
common stock issuable under the Stock Purchase Plan were previously
registered under the Registration Statement on Form S-8 (Registration No.
33-94830) as filed with the Securities and Exchange Commission on July 21,
1995.
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INTRODUCTION
We are filing this Registration Statement on Form S-8 to register an
additional 1,000,000 shares of our common stock that we may issue under our 1994
Stock Incentive Plan and an additional 200,000 shares of our common stock that
we may issue under our 1995 Employee Stock Purchase Plan. We have included in
this Registration Statement only those items required by General Instruction E
to Form S-8.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
In accordance with the instructions to Form S-8, we are not including
Part I (Information Required in the Section 10(a) Prospectus) 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
our Registration Statement on Form S-8 (Registration No. 33-82664) previously
filed by us with the Securities and Exchange Commission on August 11, 1994
relating to the Incentive Plan, and the contents of our Registration Statement
on Form S-8 (Registration No. 33-94830) previously filed by us with the
Securities and Exchange Commission on July 21, 1995 relating to the Stock
Purchase Plan, are 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. They are 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).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
I certify that I have reasonable grounds to believe that La Jolla Pharmaceutical
Company 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 Irvine, State of California, on August
30, 2000.
LA JOLLA PHARMACEUTICAL COMPANY
By: /s/ Steven B. Engle
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Steven B. Engle
Chairman and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Steven B. Engle and Gail A. Sloan his or her true and lawful attorneys-in-fact
and agents, each acting alone, with full powers 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
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, full power 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 or she might or could do in
person, hereby ratifying and confirming all that 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 and on the dates indicated.
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NAME AND SIGNATURE TITLE DATE
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/s/ Steven B. Engle Chairman of the Board, Chief Executive August 30, 2000
------------------------------------ Officer, President and Director
Steven B. Engle (Principal Executive Officer)
/s/ Gail A. Sloan Secretary and Controller (Principal August 30, 2000
------------------------------------ Financial and Accounting Officer)
Gail A. Sloan
/s/ Thomas H. Adams, Ph.D. Director August 30, 2000
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Thomas H. Adams, Ph.D.
/s/ William E. Engbers Director August 30, 2000
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William E. Engbers
/s/ Robert A. Fildes, Ph.D. Director August 30, 2000
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Robert A. Fildes, Ph.D.
/s/ Stephen M. Martin Director August 30, 2000
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Stephen M. Martin
Director
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W. Leigh Thompson, M.D., Ph.D.
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EXHIBIT INDEX
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).
