<PAGE>
<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 23, 1997
REGISTRATION NO.333-_____
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
------------------
ALGOS PHARMACEUTICAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 22-3142274
(State of other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
COLLINGWOOD PLAZA
4900 ROUTE 33
NEPTUNE, NEW JERSEY 07753-6804
(Address of principal (Zip Code)
executive offices)
------------------
ALGOS PHARMACEUTICAL CORPORATION 1994 STOCK OPTION PLAN
ALGOS PHARMACEUTICAL CORPORATION 1996 STOCK OPTION PLAN
ALGOS PHARMACEUTICAL CORPORATION 1996 NON-EMPLOYEE DIRECTOR
STOCK OPTION PLAN
(Full title of the Plans)
------------------
JOHN W. LYLE
ALGOS PHARMACEUTICAL CORPORATION
COLLINGWOOD PLAZA
4900 ROUTE 33
NEPTUNE, NEW JERSEY 07753-6804
(908) 938-5959
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
RAYMOND Y. LIN
LATHAM & WATKINS
885 THIRD AVENUE
SUITE 1000
NEW YORK, NEW YORK 10022
(212) 906-1200
<PAGE>
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
Amount Proposed Proposed
of Shares Maximum Maximum Amount of
Title of Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share (1) Offering Price (1) Fee
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 887,270 $0.12; $0.13; $5,344,087 $1,619.42
$.01 par value $11.25; $12.00;
$12.25; $12.88;
$13.50; $13.63;
$14.00; $15.00;
$16.00; $16.25;
$16.50; $17.50;
$17.75; $18.25;
$16.37
- ----------------------------------------------------------------------------------------------------------
</TABLE>
(1) For purposes of computing the registration fee only. Pursuant to Rule
457(h), the Proposed Maximum Offering Price Per Share is based upon (a)
the exercise price per share ($0.12) of outstanding options for 176,375
shares, (b) the exercise price per share ($.013) of outstanding options
for 369,350 shares, (c) the exercise price per share ($11.25) of
outstanding options for 10,000 shares, (d) the exercise price per share
($12.00) of outstanding options for 10,000 shares, (e) the exercise
price per share ($12.25) of outstanding options for 2,000 shares, (f)
the exercise price per share ($12.88) of outstanding options for 10,000
shares, (g) the exercise price per share ($13.50) of outstanding
options for 10,500 shares, (h) the exercise price per share ($13.63) of
outstanding options for 3,000 shares, (i) the exercise price per share
($14.00) of outstanding options for 30,000 shares, (j) the exercise
price per share ($15.00) of outstanding options for 85,000 shares, (k)
the exercise price per share ($16.00) of outstanding options for 6,000
shares, (l) the exercise price per share ($16.25) of outstanding
options for 500 shares, (m) the exercise price per share ($16.50) of
outstanding options for 24,000 shares, (n) the exercise price per share
($17.50) of outstanding options for 20,000 shares, (o) the exercise
price per share ($17.75) of outstanding options for 4,000 shares, (p)
the exercise price per share ($18.25) of outstanding options for 10,000
shares, and (q) for the remaining 116,545 shares, $16.37, the average
of the high and low prices for the Company's Common Stock reported on
the composite tape for the NASDAQ National Market System on June 17,
1997.
<PAGE>
<PAGE>
PART I
Item 1. Plan Information
Not required to be filed with this Registration Statement.
Item 2. Registration Information and Employee Plan Annual Information
Not required to be filed with this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange
Commission by Algos Pharmaceutical Corporation, a Delaware corporation (the
"Company"), are incorporated as of their respective dates in this Registration
Statement by reference:
A. The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996.
B. All other reports filed by the Company pursuant to
Sections 13(a) and 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange
Act"), since December 31, 1996.
C. Description of the Company's Common Stock contained
in the Company's Registration Statement on Form S-1
(File No. 333-04313) of the Registrant.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold are incorporated by reference
in this Registration Statement and are a part hereof from the date of filing
such documents.
Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which is
also or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
3
<PAGE>
<PAGE>
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law (the
"DGCL") and Article SEVENTH of the Amended and Restated Certificate of
Incorporation provide for indemnification of the Company's directors and
officers in a variety of circumstances, which may include liabilities under the
Securities Act of 1933, as amended (the "Securities Act"). Article SEVENTH
provides that unless otherwise determined by the Board of Directors, the Company
shall indemnify, to the full extent permitted by the laws of Delaware as from
time to time in effect, the persons described in Section 145 of DGCL.
The general effect of the provisions in the Amended and
Restated Certificate of Incorporation and the DGCL is to provide that the
company shall indemnify its directors and officers against all liabilities and
expenses actually and reasonably incurred in connection with the defense or
settlement of any judicial of administrative proceedings in which they have
become involved by reason of their status as corporate directors or officers, if
they acted in good faith and in the reasonable belief that their conduct was
neither unlawful (in the case of criminal proceedings) nor inconsistent with the
best interests of the Company. With respect to legal proceedings by or in the
right of the Company in which a director or officer is adjudged liable for
improper performance of his duty to the Company or another enterprise for which
such person served in a similar capacity at the request of the Company,
indemnification is limited by such provisions to that amount which is permitted
by the Court.
Item 7. Exemption from Registration Claimed
Not applicable.
4
<PAGE>
<PAGE>
Item 8. Exhibits
4(a) Form of Amended and Restated Certificate of
Incorporation of the Company. (Incorporated herein
by reference to Registrant's Registration Statement
on Form S-1, declared effective on September 25,
1996, File No. 333-04313.)
4(b) Form of Amended and Restated Bylaws of the Company.
(Incorporated herein by reference to Registrant's
Registration Statement on Form S-1, declared
effective on September 25, 1996, File No.
333-04313.)
4(c) Form of Stock Certificate of Common Stock.
(Incorporated herein by reference to Registrant's
Registration Statement on Form S-1, declared
effective on September 25, 1996, File No.
333-04313.)
4(d) 1994 Stock Option Plan. (Incorporated herein by
reference to Registrant's Registration Statement on
Form S-1, declared effective on September 25, 1996,
File No. 333-04313.)
4(e) 1996 Stock Option Plan. (Incorporated herein by
reference to Registrant's Registration Statement on
Form S-1, declared effective on September 25, 1996,
File No. 333-04313.)
4(f) 1996 Non-Employee Director Stock Option Plan.
(Incorporated herein by reference to Registrant's
Registration Statement on Form S-1, declared
effective on September 25, 1996, File No.
333-04313 and the Registrant's Form 10-K, filed
March 31, 1997, File No. 000-28844.)
5(a) Opinion of Latham & Watkins as to the legality of
the Common Stock being registered.
23(a) Consent of Coopers & Lybrand L.L.P.
23(b) Consent of Latham & Watkins (included in Exhibit
5(a)).
24(a) Power of Attorney (included on signature page).
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
Securities Act of 1933 (the
"Securities 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,
5
<PAGE>
<PAGE>
individually or in the aggregate,
represent a fundamental change in
the information set forth in the
Registration Statement;
(iii) To include any material information
with respect to the plan of
distribution not previously
disclosed in the Registration
Statement or any material change to
such information in the Registration
Statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) shall not apply to information contained
in periodic reports filed by the Registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any
liability under the 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.
(3) To remove from registration by means of a
post-effective amendment any of the
securities being registered that remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the
Securities Act, each filing of the Registrant's
Annual Report pursuant to Section 13(a) or 15(d) of
the Exchange Act that is incorporated by reference
in the registration statement 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.
(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to
directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange
Commission such indemnification is against public
policy as expressed in the Securities 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 Securities Act and will be governed
by the final adjudication of such issue.
6
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
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 Neptune, State of New Jersey, on June 19, 1997.
ALGOS PHARMACEUTICAL CORPORATION
By: /s/ John W. Lyle
----------------------------
John W. Lyle
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below,
hereby constitutes and appoints John W. Lyle his true and lawful
attorney-in-fact and agent, with full power of substitution and reimbursement,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments or supplements 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 attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
necessary or appropriate to be done with respect to this Registration Statement
or any amendments or supplements hereto in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
7
<PAGE>
<PAGE>
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 date indicated.
<TABLE>
<CAPTION>
Signature Title Date Signed
--------- ----- -----------
<S> <C> <C>
/s/ John W. Lyle President, Chief Executive June 19, 1997
--------------------------- Officer and Director
John W. Lyle (Principal Executive Officer)
/s/ Gary R. Anthony Chief Financial Officer June 19, 1997
--------------------------- (Principal Financial and
Gary R. Anthony Accounting Officer)
/s/ James R. Ledley Assistant Secretary and June 17, 1997
--------------------------- Director
James R. Ledley
Director June --, 1997
---------------------------
Donald G. Drapkin
/s/ Roger H. Kimmel Director June 19, 1997
---------------------------
Roger H. Kimmel
/s/ Dieter A. Sulser Director June 19, 1997
---------------------------
Dieter A. Sulser
/s/ Michael Hyatt Director June 18, 1997
---------------------------
Michael Hyatt
</TABLE>
8
<PAGE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<C> <S>
4(a) Form of Amended and Restated Certificate of Incorporation of the
Company. (Incorporated herein by reference to Registrant's Registration
Statement on Form S-1, declared effective on September 25, 1996, File
No. 333-04313.)
4(b) Form of Amended and Restated Bylaws of the Company. (Incorporated
herein by reference to Registrant's Registration Statement on Form S-1,
declared effective on September 25, 1996, File No. 333-04313.)
4(c) Form of Stock Certificate of Common Stock. (Incorporated herein by
reference to Registrant's Registration Statement on Form S-1, declared
effective on September 25, 1996, File No. 333-04313.)
4(d) 1994 Stock Option Plan. (Incorporated herein by reference to
Registrant's Registration Statement on Form S-1, declared effective on
September 25, 1996, File No. 333-04313.)
4(e) 1996 Stock Option Plan. (Incorporated herein by reference to
Registrant's Registration Statement on Form S-1, declared effective on
September 25, 1996, File No. 333-04313.)
4(f) 1996 Non-Employee Director Stock Option Plan. (Incorporated herein
by reference to Registrant's Registration Statement on Form S-1, declared
effective on September 25, 1996, File No. 333-04313 and the Registrant's
Form 10-K, filed March 31, 1997, File No. 000-28844.)
5(a) Opinion of Latham & Watkins as to the legality of the Common Stock
being registered.
23(a) Consent of Coopers & Lybrand L.L.P.
23(b) Consent of Latham & Watkins (included in Exhibit 5(a)).
24(a) Power of Attorney (included on signature page).
</TABLE>
9
<PAGE>
<PAGE>
Exhibit 5(a)
[L&W Letterhead]
June 19, 1997
Algos Pharmaceutical Corporation
Collingwood Plaza
4900 Route 33
Neptune, New Jersey 07753
Re: Registration Statement on Form S-8 with respect to 887,270
shares of Common Stock, par value $.01 per share
------------------------------------------------------------
Ladies and Gentlemen:
In connection with the preparation and filing by Algos
Pharmaceutical Corporation (the "Company") with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act"), of a Registration Statement on Form S-8 (the "Registration Statement")
relating to the issuance by the Company of 887,270 shares of the Company's
Common Stock, par value $.01 per share (the "Shares"), pursuant to the Algos
Pharmaceutical Corporation 1994 Stock Option Plan, the Algos Pharmaceutical
Corporation 1996 Stock Option Plan, and the Algos Pharmaceutical Corporation
1996 Non-Employee Director Stock Option Plan (collectively, the "Plans"), you
have requested our opinion with respect to the matters set forth below.
In our capacity as your counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Company in connection with the authorization, issuance and sale of
the Shares, and for the purposes of this opinion, have assumed such proceedings
will be timely completed in the manner presently proposed. In addition, we have
made such legal and factual examinations and inquires, including an examination
of originals or copies certified or otherwise identified to our satisfaction of
such documents, corporate records and instruments, as we have deemed necessary
or appropriate for purposes of this opinion.
In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
the conformity to authentic original documents of all documents submitted to us
as copies.
We are opining herein as to the effect on the subject
transaction only of the internal laws of the State of New York and the General
Corporation Law of the State of Delaware, and we express no opinion with respect
to the applicability thereto, or the effect thereon, of the laws of any other
jurisdiction or, in the case of Delaware, any other laws, or as to any matters
of municipal law or the laws of any local agency within any state.
10
<PAGE>
<PAGE>
Subject to the foregoing, it is our opinion that the Shares
have been duly authorized and, when issued and sold upon exercise of the options
for such Shares and payment of the exercise price therefor as contemplated by
the Plans will be validly issued, fully paid and nonassessable.
We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ LATHAM & WATKINS
11
<PAGE>
<PAGE>
<PAGE>
Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this
registration statement on Form S-8, relating to the Algos Pharmaceutical
Corporation 1994 Stock Option Plan, the Algos Pharmaceutical Corporation 1996
Stock Option Plan, and the Algos Pharmaceutical Corporation 1996 Non-Employee
Director Stock Option Plan, of our report dated March 4, 1997, on our audits of
the financial statements of Algos Pharmaceutical Corporation included in the
Annual Report on Form 10-K of Algos Pharmaceutical Corporation for the year
ended December 31, 1996.
COOPERS & LYBRAND L.L.P.
/s/ Coopers & Lybrand L.L.P.
June 18, 1997
Princeton, New Jersey
12
