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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 5, 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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ALGOS PHARMACEUTICAL CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 22-3142274
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1333 CAMPUS PARKWAY
NEPTUNE, NEW JERSEY 07753-6815
(Address of principal (Zip Code)
executive offices)
</TABLE>
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ALGOS PHARMACEUTICAL CORPORATION 1996 STOCK OPTION PLAN
(Full title of the Plan)
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JOHN W. LYLE
ALGOS PHARMACEUTICAL CORPORATION
1333 CAMPUS PARKWAY
NEPTUNE, NEW JERSEY 07753-6815
(732) 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
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Amount Proposed Proposed
of Shares Maximum Maximum Amount of
Title of Securities to be Offering Price Aggregate Registration
to be Registered Registered(1) Per Share(2) Offering Price(2) Fee
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<S> <C> <C> <C> <C>
Common Stock 800,000 $20.00; $23.13; $24.25; $25.25; $25.50; $25.84; $23,329,974.25 $6,485.73
$.01 par value $25.88; $26.88; $27.00; $27.13; $27.88; $30.69;
$31.00; $31.25; $31.94; $32.00; $32.25; $34.88;
$35.25; $35.50; $37.25; $27.25
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(1) Represents the number of additional shares of the Company's common stock,
par value $.01 per share, authorized for issuance under the First Amendment
to the Company's 1996 Stock Option Plan, as approved by the stockholders on
June 9, 1998.
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(2) For purposes of computing the registration fee only. Pursuant to Rule
457(c) and (h)(1), the Proposed Maximum Offering Price Per Share is based
upon (a) the exercise price per share of $20.00 of outstanding options for
600 shares, (b) the exercise price per share of $23.13 of outstanding
options for 500 shares, (c) the exercise price per share of $24.25 of
outstanding options for 340 shares, (d) the exercise price per share of
$25.25 of outstanding options for 90 shares, (e) the exercise price per
share of $25.50 of outstanding options for 500 shares, (f) the exercise
price per share of $25.84 of outstanding options for 19,000 shares, (g)
the exercise price per share of $25.88 of outstanding options for 150
shares, (h) the exercise price per share of $26.88 of outstanding
options for 6,000 shares, (i) the exercise price per share of $27.00 of
outstanding options for 60 shares, (j) the exercise price per share of
$27.13 of outstanding options for 500 shares, (k) the exercise price per
share of $27.88 of outstanding options for 4,500 shares, (l) the exercise
price per share of $30.69 of outstanding options for 100,000 shares, (m)
the exercise price per share of $31.00 of outstanding options for 1,200
shares, (n) the exercise price per share of $31.25 of outstanding options
for 500 shares, (o) the exercise price per share of $31.94 of outstanding
options for 1,500 shares, (p) the exercise price per share of $32.00 of
outstanding options for 40,000 shares, (q) the exercise price per share of
$32.25 of outstanding options for 100,500 shares, (r) the exercise price
per share of $34.88 of outstanding options for 2,000 shares, (s) the
exercise price per share of $35.25 of outstanding options for 500 shares,
(t) the exercise price per share of $35.50 of outstanding options for
60,000 shares, (u) the exercise price per share of $37.25 of outstanding
options for 100 shares and (v) the exercise price per share of $27.25
of outstanding options for 460,920 shares, representing 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 February 1, 1999.
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EXPLANATORY NOTE
On June 23, 1997, Algos Pharmaceutical Corporation, a Delaware corporation
(the "Company") registered 887,270 shares of its $.01 par value common stock
(the "Common Stock") to be offered or sold to participants under the Company's
1994 Stock Option Plan, 1996 Stock Option Plan (the "1996 Plan") and 1996
Non-Employee Director Stock Option Plan on Form S-8 (File No. 333-29853). This
registration statement is being filed pursuant to General Instruction E on Form
S-8 (Registration of Additional Securities) in order to register an additional
800,000 shares of Common Stock, which may be offered or sold to participants
under the 1996 Plan pursuant to the First Amendment to the 1996 Plan, as
approved by the Company's stockholders on June 9, 1998.
INCORPORATION BY REFERENCE
The contents of the Registration Statement (File No. 333-29853) with
respect to 887,270 shares of Common Stock are hereby incorporated by reference.
EXHIBITS
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<S> <C>
5(a) Opinion of Latham & Watkins as to the legality of the Common Stock
being registered.
23(a) Consent of PricewaterhouseCoopers LLP.
23(b) Consent of Latham & Watkins. (Included in Exhibit 5(a)).
</TABLE>
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies it 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 February 4, 1999.
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.
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Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
their respective capacities with Algos Pharmaceutical Corporation and on the
date indicated.
<TABLE>
<CAPTION>
Signature Title Date Signed
--------- ----- -----------
<S> <C> <C>
/s/ John W. Lyle President, Chief Executive February 4, 1999
_______________________ Officer and Director
John W. Lyle (Principal Executive Officer)
/s/ Gary R. Anthony Chief Financial Officer February 4, 1999
_______________________ (Principal Financial and
Gary R. Anthony Accounting Officer)
/s/ James R. Ledley Assistant Secretary and February 4, 1999
_______________________ Director
James R. Ledley
/s/ Donald G. Drapkin Director February 4, 1999
_______________________
Donald G. Drapkin
/s/ Roger H. Kimmel Director February 4, 1999
_______________________
Roger H. Kimmel
/s/ Dieter A. Sulser Director February 4, 1999
_______________________
Dieter A. Sulser
/s/ Michael Hyatt Director February 4, 1999
_______________________
Michael Hyatt
</TABLE>
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EXHIBIT INDEX
<TABLE>
<S> <C>
5(a) Opinion of Latham & Watkins as to the legality of the Common
Stock being registered.
23(a) Consent of PricewaterhouseCoopers LLP.
23(b) Consent of Latham & Watkins. (Included in Exhibit 5(a)).
</TABLE>
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Exhibit 5(a)
[L&W Letterhead]
February 1, 1999
Algos Pharmaceutical Corporation
1333 Campus Parkway
Neptune, New Jersey 07753
Re: Registration Statement on Form S-8 with respect to 800,000
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 800,000 shares of the Company's Common Stock, par
value $.01 per share (the "Shares"), pursuant to the Algos Pharmaceutical
Corporation 1996 Stock Option Plan (the "Plan"), 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.
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
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of the exercise price therefor as contemplated by the Plan 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
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Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
Algos Pharmaceutical Corporation (a development stage enterprise) on Form S-8 of
our report dated March 4, 1998, on our audits of the financial statements of
Algos Pharmaceutical Corporation (a development stage enterprise) as of December
31, 1997 and 1996, and for each of the three years in the period ended December
31, 1997 and for the period January 1, 1992 (date of inception) to December 31,
1997, which report is included in the 1997 Form 10-K.
PricewaterhouseCoopers LLP
/s/ PricewaterhouseCoopers LLP
Florham Park, New Jersey
February 3, 1999
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