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As filed with the Securities and Exchange Commission on November 15, 2000
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INKINE PHARMACEUTICAL COMPANY, INC.
(Exact name of registrant as specified in its charter)
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New York 13-3754005
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Sentry Parkway West
1787 Walton Road, Building 18, Suite 440
Blue Bell, Pa 19422
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(Address of Principal Executive Offices) (Zip Code)
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400,000 Shares of Common Stock Issued
Pursuant to Written Compensation Contracts
(Full title of the plan)
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Leonard S. Jacob, M.D., Ph.D.
Chief Executive Officer
InKine Pharmaceutical Company, Inc.
Sentry Parkway West
1787 Walton Road
Building 18, Suite 440
Blue Bell, PA 19422
(Name and address of agent for service)
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(215) 283-6850
(Telephone number, including area code, of agent for service)
Copy to:
Charles C. Zall, Esquire
Saul Ewing LLP
Centre Square West
1500 Market Street, 38th Floor
Philadelphia, Pa 19102-2186
(215) 972-7777
See next page for calculation of registration fee.
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
Proposed
Proposed Maximum Maximum
Title of Securities to Amount to be Offering Price Aggregate Amount of Registration Fee (3)
be Registered Registered Per Share Offering Price
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<S> <C> <C> <C> <C>
Common Stock, Par 300,000 (1) $0.61 $ 75.00
Value $0.0001 Per
Share $283,000
Common Stock, Par
Value $0.0001 Per 100,000 (2) $1.00
Share
====================================================================================================================
</TABLE>
(1) Represents shares issuable upon exercise of options previously granted to
Leonard S. Jacob, M.D., Ph.D. pursuant to a written compensation contract
dated November 6, 1997, the beneficial ownership of which was subsequently
transferred to Terri Jacob (Doctor Jacob's former spouse) pursuant to a
Qualified Domestic Relations Order entered into on October 27, 1998.
(2) Represents shares issuable upon exercise of options previously granted to
Leonard S. Jacob, M.D., Ph.D. pursuant to a written compensation contract
dated November 6, 1997, the beneficial ownership of which was subsequently
transferred to Terri Jacob (Doctor Jacob's former spouse) pursuant to a
Qualified Domestic Relations Order entered into on October 27, 1998.
(3) The registration fee with respect to these shares has been computed in
accordance with paragraph (c) and (h) of Rule 457, based upon the stated
exercise price of such options.
<PAGE>
REGISTRATION OF ADDITIONAL SECURITIES
Pursuant to General Instruction E of Form S-8, the contents of the
Registrant's Registration Statement on Form S-8, SEC File No. 333-33898, and all
amendments thereto, are incorporated herein by reference.
Item 3. Incorporation of Documents by Reference.
The documents listed in (a) through (d) below are incorporated by
reference in this registration statement; and all documents subsequently filed
by InKine pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, 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, shall be deemed to be incorporated by
reference in this registration statement and to be a part thereof from the date
of filing of such documents:
(a) InKine's annual report on Form 10-K for the fiscal year ended June
30, 2000;
(b) InKine's Current Reports on Form 8-K, dated August 11, 2000 and
September 27, 2000; and
(c) The description of InKine's Common Stock which is contained in any
Registration Statement or report of InKine filed under the
Securities Exchange Act of 1934, including any amendments or reports
filed for the purposes of updating such description.
Item 8. Exhibits.
The following is a list of exhibits filed as part of the
Registration Statement:
5 Opinion of Saul Ewing LLP
23.1 Consent of KPMG LLP, independent auditors
23.2 Consent of Saul Ewing LLP (contained in Exhibit No. 5)
24 Power of Attorney (included on signature page of the Registration
Statement)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, InKine
certifies that it has reasonable grounds to believe that it meets 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 Blue Bell, Pennsylvania, on November 14, 2000.
InKine Pharmaceutical Company, Inc.
By: /s/ Leonard S. Jacob, M.D., Ph.D.
---------------------------------
Leonard S. Jacob, M.D., Ph.D.
Chairman of the Board and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Dr. Leonard S. Jacob and Robert F. Apple, or
either of them, his true and lawful attorneys-in-fact, with power of
substitution and resubstitution, to execute in the name of such person, in his
capacity as a director or officer of InKine Pharmaceutical Company, Inc., any
and all amendments to this Registration Statement on Form S-8 and all
instruments necessary or incidental in connection therewith, and to file the
same with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact, or his substitute, may do or cause
to be done by virtue hereof.
NOTICE TO SIGNATORIES
The purpose of this Power of Attorney is to give Leonard S. Jacob, M.D.,
Ph.D. and Robert F. Apple (each an "Agent" and together, the "Agents") the power
to execute certain documents related to this Registration Statement on your
behalf.
This Power of Attorney does not impose a duty on the Agents to exercise
granted powers, but when powers are exercised, they must use due care to act for
your benefit and in accordance with this Power of Attorney.
Agents may exercise the powers given here for the period during which
this registration statement is effective, even after you become incapacitated,
unless you expressly limit the duration of these powers or you revoke these
powers or a court acting on your behalf terminates the Agents' authority. A
court can take away the powers of the Agents if it finds the Agents are not
acting properly.
The powers and duties of an agent under a Power of Attorney are
explained more fully in 20 Pa. C.S. Ch. 56.
If there is anything about this form that you do not understand, you
should ask a lawyer of your own choosing to explain it to you.
2
<PAGE>
By signing below you are attesting that you have read or had explained
to you the above Notice and you understand its contents.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Leonard S. Jacob, M.D., Ph.D. Chairman of the Board, November 14, 2000
--------------------------------- Chief Executive Officer and Director
Leonard S. Jacob, M.D., Ph.D. (Principal Executive Officer)
/s/ Robert F. Apple Senior Vice President, and Chief November 14, 2000
-------------------- Financial Officer
Robert F. Apple (Principal Financial and
Accounting Officer)
/s/ J.R. LeShufy Director November 14, 2000
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J.R. LeShufy
/s/ Steven B. Ratoff Director November 14, 2000
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Steven Ratoff
/s/ Thomas P. Stagnaro Director November 14, 2000
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Thomas P. Stagnaro
/s/ Robert A. Vukovich, Ph.D. Director November 14, 2000
------------------------------
Robert A. Vukovich, Ph.D.
/s/ Jerry A. Weisbach, Ph.D. Director November 14, 2000
-----------------------------
Jerry A. Weisbach, Ph.D.
</TABLE>
3
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ACKNOWLEDGEMENT OF AGENT
The undersigned have read the above Power of Attorney and acknowledge
that each of them, respectively, is the person identified as the agent for the
principals listed above. The undersigned hereby acknowledge that in the absence
of a specific provision to the contrary in the Power of Attorney or in 20 Pa.
C.S. when they, respectively, act as agent, each of them:
(i) shall exercise the powers for the benefit of the principal;
(ii) shall exercise reasonable caution and prudence; and
(iii) shall keep a full and accurate record of all actions on behalf of
the principal.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Leonard S. Jacob, M.D., Ph.D. Chairman of the Board, November 14, 2000
--------------------------------- Chief Executive Officer and Director
Leonard S. Jacob, M.D., Ph.D. (Principal Executive Officer)
/s/ Robert F. Apple Senior Vice President, and Chief November 14, 2000
-------------------- Financial Officer
Robert F. Apple (Principal Financial and
Accounting Officer)
</TABLE>
4
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EXHIBIT INDEX
Exhibit
Number Name of Document
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5 Opinion of Saul Ewing LLP
23.1 Consent of KPMG LLP, independent auditors
23.2 Consent of Saul Ewing LLP (contained in Exhibit No. 5)
24 Power of Attorney (included on signature page of the Registration
Statement)
5
