<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 19, 2001
REGISTRATION NO. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------------------
VALENTIS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 94-3156660
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
---------------------------------------
863A MITTEN ROAD
BURLINGAME, CALIFORNIA 94010
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)
---------------------------------------
VALENTIS, INC. 1997 EQUITY INCENTIVE PLAN
VALENTIS, INC. 1998 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(FULL TITLES OF THE PLANS)
---------------------------------------
BENJAMIN F. MCGRAW, III
PRESIDENT AND CHIEF EXECUTIVE OFFICER
VALENTIS, INC.
863A MITTEN ROAD
BURLINGAME, CALIFORNIA 94010
(650) 697-1900
---------------------------------------
(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
---------------------------------------
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
TITLE OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE TO BE OFFERING AGGREGATE REGISTRATION
REGISTERED REGISTERED (1) PRICE PER OFFERING FEE
SHARE (2) PRICE (2)
--------------------------------------------- ----------------- ----------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, par value $.001 per share 2,200,000 (3) $6.5625 $14,437,500 $3,610
--------------------------------------------- ----------------- ----------------- ---------------- ----------------
</TABLE>
(1) Pursuant to Rule 416, this Registration Statement shall also cover a
presently indeterminate number of additional shares of the Registrant's
Common Stock that may become issuable as a result of anti-dilution
adjustments deemed necessary or equitable by the Board of Directors of
the Registrant upon stock splits, stock dividends or other similar
changes in capitalization.
(2) Estimated for the purpose of calculating the registration fee pursuant
to Rule 457(c) for 2,200,000 shares based on the average ($6.5625) high
($6.875) and low ($6.25) prices for the Registrant's Common Stock as
reported on the Nasdaq National Market on January 11, 2001.
(3) Includes 2,000,000 shares available for issuance under the 1997 Equity
Incentive Plan and 200,000 shares available for issuance under the 1998
Non-Employee Directors' Stock Option Plan.
Proposed sale to take place as soon after the effective date of the Registration
Statement as options granted under the 1997 Equity Incentive Plan and the 1998
Non-Employee Directors' Stock Option Plan.
================================================================================
Total Pages 9
Exhibit Index on Page 5
<PAGE>
PART I
The information called for in Part I of the Form S-8 is not being filed
with or included in this Form S-8 (by incorporation, by reference or otherwise)
in accordance with the rules and regulations of the Securities and Exchange
Commission (the "SEC").
PART II
On November 7, 1997, the Registrant filed a Registration Statement
on Form S-8 relating to shares of common stock to be offered and sold under
the 1997 Equity Incentive Plan (File No. 333-39795). On February 24, 1999,
the Registrant filed with the SEC a Registration Statement on Form S-8
relating to additional shares of common stock to be offered and sold under
the 1997 Equity Incentive Plan and shares of common stock to be offered and
sold under the 1998 Non-Employee Directors' Stock Option Plan (File No.
333-72895). Pursuant to General Instruction E of Form S-8, the contents of
such prior Registration Statements are hereby incorporated into this
Registration Statement by reference to the extent not modified or superseded
hereby or by any subsequently filed document which is incorporated by
reference herein or therein.
ITEM 8. EXHIBITS
See Index to Exhibits on page 5.
2
<PAGE>
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 Burlingame, State of California, on
January 19, 2001.
VALENTIS, INC.
By: /s/ Benjamin F. McGraw, III
-----------------------------
Benjamin F. McGraw, III
Chairman, Chief Executive
Officer and President
3
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that each person whose signature
appears below constitutes and appoints Benjamin F. McGraw, III, and Bennet L.
Weintraub, and each of them, his or her true and lawful attorneys-in-fact and
agents, each with full power 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, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in order to effectuate the same as fully,
to all intents and purposes, as he might or could do in person, hereby
ratifying and confirming all that each of said attorneys-in-fact and agents,
or any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
<S> <C> <C>
/s/ BENJAMIN F. MCGRAW, III Chairman, Chief Executive Officer and January 19, 2001
------------------------------------------- President (Principal Executive Officer)
Benjamin F. McGraw, III
/s/ BENNET L. WEINTRAUB Vice President, Finance and Chief January 19, 2001
------------------------------------------- Financial Officer (Principal Financial
Bennet L. Weintraub and Accounting Officer)
/s/ PATRICK G. ENRIGHT Director January 19, 2001
-------------------------------------------
Patrick G. Enright
/s/ RAJU KUCHERLAPATI Director January 19, 2001
-------------------------------------------
Raju Kucherlapati
Director
-------------------------------------------
Mark McDade
/s/ BERT W. O'MALLEY Director January 19, 2001
-------------------------------------------
Bert W. O'Malley
/s/ ARTHUR M. PAPPAS Director January 19, 2001
-------------------------------------------
Arthur M. Pappas
/s/ GILLIAN E. FRANCIS Director January 19, 2001
-------------------------------------------
Gillian E. Francis
/s/ STANLEY T. CROOKE Director January 19, 2001
-------------------------------------------
Stanley T. Crooke
</TABLE>
4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
<S> <C>
4.1* 1997 Equity Incentive Plan
4.2 Amendment to 1997 Equity Incentive Plan
4.3** 1998 Non-Employee Directors' Stock Option Plan
4.4 Amendment to 1998 Non-Employee Directors' Stock Option Plan
5.1 Opinion of Latham & Watkins
23.1 Consent of Ernst & Young LLP
23.2 Consent of Latham & Watkins (included in Exhibit 5.1)
24.1 Power of Attorney (included in the signature page to this Registration Statement)
</TABLE>
---------
* Incorporated by reference to the Company's Registration Statement on Form S-1,
as amended (File No. 33-32593), filed with the SEC on July 31, 1997.
** Incorporated by reference to the Company's Registration Statement on Form S-8
(File No. 333-72895), filed with the SEC on February 24, 1999.
5
