<PAGE>
As filed with the Securities and Exchange Commission on May 14, 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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PHARMAPRINT INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
33-0640125
(I.R.S. Employer Identification Number)
2600 MICHELSON DRIVE, SUITE 1600
IRVINE, CALIFORNIA 92612
(Address of principal executive offices)
PHARMAPRINT INC.
1995 STOCK OPTION PLAN, AS AMENDED
(Full Title of Plan)
JAMES R. WODACH
2600 MICHELSON DRIVE, SUITE 1600
IRVINE, CALIFORNIA 92612
(Name and address of agent for service)
(949) 794-7778
(Telephone number, including area code, of agent for service)
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Copies to:
Barry J. Siegel, Esquire
Klehr, Harrison, Harvey, Branzburg & Ellers LLP
1401 Walnut Street
Philadelphia, Pennsylvania 19102
(215) 568-6060
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock 190,000(1) $9.00(2) $1,710,000(2) $475
</TABLE>
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(1) Represents shares of the Registrant's Common Stock issuable upon the
exercise of options which may be granted under the PharmaPrint Inc.
1995 Stock Option Plan, as amended.
(2) Based on the average of the high and low trading price of the
Registrant's Common Stock as reported by the Nasdaq National Market on
May 11, 1999, estimated solely for the purpose of calculating the
registration fee in accordance with Rule 457(c) under the Securities
Act of 1933, as amended.
<PAGE>
PART I
INFORMATION REQUIRED IN PROSPECTUS
The Section 10(a) prospectus is omitted from this Registration Statement
in accordance with Rule 428 under the Securities Act of 1933, as amended, and
the Note to Part I of Form S-8.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by PharmaPrint Inc. (the "Company") with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended, are incorporated into this Registration Statement by
reference:
1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
March 31, 1998;
2. The Company's Quarterly Reports on Form 10-QSB for the quarterly
periods ended June 30, 1998, September 30, 1998 and December 31, 1998;
and
3. The description of the Company's Common Stock contained in the
Registration Statement on Form 8-A dated August 5, 1996 including all
amendments and reports filed for the purpose of updating such
description.
All documents filed pursuant to Section 13(a), 13(c), 14 or 15 (d) of the
Exchange Act subsequent to the date of this Prospectus and prior to the
completion or termination of this offering shall be deemed to be incorporated by
reference in this Prospectus and to be part hereof from the date of filing of
such documents. Any statement contained in a document, all or a portion of which
is incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. (Shares registered under Section 12 of Exchange Act.)
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
LIMITATION OF DIRECTOR'S LIABILITY.
The Company's Certificate of Incorporation eliminates the liability of
directors to the fullest extent permissible under Delaware law. Delaware law
permits a corporation to limit the personal liability of a director to the
corporation or its shareholders for monetary damages for breach of certain
fiduciary duties as a director, provided, that the director's liability may not
be eliminated or limited for (a) breaches of the director's duty of loyalty to
the corporation or its shareholders; (b) acts or omissions not in good faith or
involving intentional misconduct or knowing violations of law; (c) the payment
of unlawful dividends or unlawful stock repurchases or redemptions; or (d)
transactions in which the director received an improper personal benefit. A
director's liability may also not be limited for violation of, or otherwise
relieve the corporation or its directors from the necessity of complying with,
federal or state securities laws or affect the availability of non-monetary
remedies such as injunctive relief or rescission.
<PAGE>
INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Company's bylaws relating to indemnification require that the Company
indemnify its directors and its executive officers to the fullest extent
permitted under Delaware law, provided, that the Company may modify the extent
of such indemnification by individual contracts with its directors and executive
officers, and provided, further, that the Company will not be required to
indemnify any director or executive officer in connection with a proceeding
initiated by such person, with certain exceptions. Delaware corporate law, the
Company's bylaws, as well as any indemnity agreements, may also permit
indemnification for liabilities arising under the Securities Act or the
Securities Exchange Act of 1934, as amended. Without limiting any right an
indemnitee may have under Delaware corporate law and the Company's bylaws, the
Board of Directors has adopted an Indemnification and Hold Harmless Agreement
("Indemnity Agreement") to provide additional indemnification and reimbursement
to all qualified directors and officers of the Company, and to hold such
directors and officers harmless from certain liabilities, judgments and related
expenses. Any individual who is a duly elected or appointed member of the Board
of Directors, a corporate officer of the Company or any employee or agent as
approved by the Board of Directors is deemed a person who qualifies as an
indemnitee under the Indemnity Agreement.
The Board of Directors has been advised that, in the opinion of the
Securities and Exchange Commission, indemnification of liabilities arising under
the Securities Act of 1933, as amended, is contrary to 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 Company of expenses incurred or paid by a director or officer of
the Company in the successful defense of any action, suit or proceeding) is
asserted by such director or officer in connection with the shares being
registered hereby, the Company 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C>
4.1* PharmaPrint Inc. 1995 Stock Option Plan, As Amended.
5 Opinion of Klehr, Harrison, Harvey, Branzburg & Ellers LLP
with respect to the legality of the shares of Common Stock
being registered hereunder.
23.1 Consent of Arthur Andersen LLP, independent auditors, with
respect to the consolidated financial statements of
PharmaPrint Inc. for the year ended March 31, 1998.
23.2 Consent of Klehr, Harrison, Harvey, Branzburg & Ellers LLP
(included in Exhibit 5).
24 Powers of Attorney (included on the signature pages hereto).
</TABLE>
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* Incorporated by reference from Registrant's Annual Report on Form 10-KSB
for the year ended March 31, 1998.
<PAGE>
ITEM 9. UNDERTAKINGS.
(a) The Company 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;
(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, individually or
in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement; PROVIDED, HOWEVER, that paragraphs (a)
(1)(i) and (a) (1)(ii) do not apply if the information required
to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, 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 which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Company's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(b) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to its Certificate of Incorporation, its bylaws, or otherwise,
the Company 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 of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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 of whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Irvine, State of California on this 14th day of May,
1999.
PHARMAPRINT INC.
BY: /s/ ELLIOT P. FRIEDMAN
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Elliot P. Friedman, Chairman of the Board of
Directors and Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned officers and directors of PharmaPrint Inc. whose
signature appears below hereby appoints Elliot P. Friedman and James R. Wodach
and each of them individually as true and lawful attorney-in-fact for the
undersigned with full power of substitution, to execute in his name and on his
behalf in each capacity stated below, any and all amendments (including
post-effective amendments) to this Registration Statement as the
attorney-in-fact shall deem appropriate, and to cause to be filed any such
amendment (including exhibits thereto and other documents in connection
therewith) to this Registration Statement with the Securities and Exchange
Commission, as fully and to all intents and purposes as such person might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact, or any of them, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on this 14th day of May, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE(S)
<S> <C>
/s/ ELLIOT P. FRIEDMAN Chairman of the Board of Directors and Chief
- ------------------------- Executive Officer (Principal Executive Officer)
Elliot P. Friedman
/s/ JAMES R. WODACH Senior Vice President and Chief Financial Officer
- ------------------------- (Principal Financial and Accounting Officer)
James R. Wodach
/s/ TASNEEM A. KHWAJA Chief Scientific Officer, Secretary, and Director
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Tasneem A. Khwaja
/s/ PHILLIP G. TRAD Senior Vice President, General Counsel, and Director
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Phillip G. Trad
Director
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John H. Abeles, M.D.
</TABLE>
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<TABLE>
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Director
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Erinch R. Ozada
/s/ NATHAN F. TROUM, M.D. Director
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Nathan F. Troum, M.D.
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
<S> <C>
5 Opinion of Klehr, Harrison, Harvey, Branzburg & Ellers LLP with respect to the legality of the shares
of Common Stock being registered hereunder.
23.1 Consent of Arthur Andersen LLP, independent auditors, with respect to the consolidated financial
statements of PharmaPrint, Inc. for the year ended March 31, 1998.
</TABLE>
<PAGE>
EXHIBIT 5
[LETTERHEAD OF KLEHR, HARRISON, HARVEY, BRANZBURG & ELLERS LLP]
May 14, 1999
Board of Directors
PharmaPrint Inc.
2600 Michelson Drive, Suite 1600
Irvine, California 92612
RE: REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
We have acted as counsel to PharmaPrint Inc. (the "Company") in connection
with the proposed registration of shares (the "Shares") of the Company's common
stock, par value $.001 per share (the "Common Stock"), on a registration
statement on Form S-8 being filed by the Company with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended (the
"Securities Act"). Such registration statement, as it may be amended or
supplemented from time to time, including all exhibits thereto, is referred to
hereinafter as the "Registration Statement."
The Shares consist of 190,000 shares of Common Stock issuable upon the
exercise of options (the "Options") granted or to be granted to certain
officers, directors and key employees (or former officers, directors and key
employees) of the Company pursuant to the PharmaPrint Inc. 1995 Stock Option
Plan, as amended (the "Option Plan"). Certain of the Shares may be offered and
sold from time to time for the account of the persons referred to in the
Registration Statement as "Selling Shareholders."
In this regard, we have examined: (i) the Option Plan; (ii) the award
agreements granting Options pursuant to the Option Plan to certain of the
officers and directors of the Company; (iii) the Company's Certificate of
Incorporation and Bylaws, each as amended and as presently in effect; (iv) the
Registration Statement; and (v) such officers' certificates, resolutions,
minutes, corporate records and other documents as we have deemed necessary or
appropriate for purposes of rendering the opinions expressed herein.
In rendering such opinions, we have assumed the authenticity of all
documents and records examined, the conformity with the original documents of
all documents submitted to us as copies and the genuineness of all signatures.
<PAGE>
Board of Directors
May 14, 1999
Page 2
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The opinions expressed herein are based solely upon our review of the
documents and other materials expressly referred to above. Other than such
documents and other materials, we have not reviewed any other documents in
rendering such opinions. Such opinions are therefore qualified by the scope of
that document examination.
Based upon and subject to the foregoing, and on such other examinations of
law and fact as we have deemed necessary or appropriate in connection herewith,
we are of the opinion that, upon exercise of the Options in accordance with the
provisions of the Option Plan and the applicable award agreements, the Shares
issued pursuant to the Options are or will be, as the case may be, duly
authorized, validly issued, fully paid and nonassessable shares of Common Stock.
This opinion is limited to the law of the State of Delaware and the federal
securities law of the United States. Except as expressly otherwise noted herein,
this opinion is given as of the date hereof.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference made to this firm under the caption
"Legal Matters" in the Prospectus constituting a part of the Registration
Statement. By giving such consent, we do not hereby admit that we fall within
the category of persons whose consent is required pursuant to Section 7 of the
Securities Act.
Very truly yours,
/s/ Klehr, Harrison, Harvey, Branzburg & Ellers LLP
<PAGE>
EXHIBIT 23.1
Arthur Anderson LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement on Form S-8, of our report dated
June 1, 1998 included in PharmaPrint Inc. and Subsidiary's Form 10-KSB for the
year ended March 31, 1998 and to all references to our Firm in this registration
statement.
/s/ ARTHUR ANDERSEN LLP
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ARTHUR ANDERSEN LLP
Orange County, CA
May 14, 1999
