<PAGE> 1
As filed with the Securities and Exchange Commission on August 29, 1997
Registration No. 333-______
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
SEQUANA THERAPEUTICS, INC.
(Exact name of Registrant as specified in its charter)
California 33-0550509
- ------------------------ -----------------------------------
(State of incorporation) (I.R.S. Employer Identification No.)
11099 North Torrey Pines Road,
Suite 160
La Jolla, California 92037
(Address, including zip code, of Registrant's principal executive offices)
1994 AMENDED INCENTIVE STOCK PLAN
(Full title of the plan)
KEVIN J. KINSELLA
President and Chief Executive Officer
SEQUANA THERAPEUTICS, INC.
11099 North Torrey Pines Road,
Suite 160
La Jolla, California 92037
(619) 452-6550
(Name, address, and telephone number, including area code, of agent for service)
Copies to:
VAHE H. SARRAFIAN
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94306
(415) 493-9300
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
Proposed Proposed
Maximum Maximum
Title of Each Class Amount Offering Aggregate Amount of
of Securities to to be Price Offering Registration
be Registered Registered(1) Per Share(2) Price Fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$0.001 par value...................... 500,000 $10.00 $5,000,000 $1,515.15
===================================================================================================================================
</TABLE>
(1) The shares covered by this Registration Statement represent 500,000 shares
of Common Stock which have become available for issuance under the
Registrant's 1994 Amended Incentive Stock Plan as a result of an amendment
approved by the shareholders at the Registrant's Annual Meeting held on
June 24, 1997 increasing the number of shares authorized for issuance
thereunder from 1,063,125 to 1,563,125.
(2) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee based upon the average of the high and low
prices of the Common Stock as reported on the Nasdaq National Market System
on August 28, 1997.
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Statement Under General Instruction E
Registration of Additional Securities
Unless as noted herein, the contents of the Registrant's Form S-8
Registration Statements (File Nos. 33-99238 and 333-14589) are incorporated by
reference into this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number Document
------ ---------
<S> <C>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, a Professional
Corporation.
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-3).
</TABLE>
II-2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Sequana Therapeutics, Inc., 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 La Jolla, State of
California, on this 29th day of August, 1997.
SEQUANA THERAPEUTICS, INC.
By: /s/ Kevin J. Kinsella
--------------------------------
Kevin J. Kinsella
President, Chief Executive Officer
II-3
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose
signature appears below constitutes and appoints, jointly and severally, Kevin
J. Kinsella and M. Scott Salka his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8 (including post-effective amendments), and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
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 dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- -------------------------- -------------------------------- --------------------
<S> <C> <C>
/s/ Kevin J. Kinsella
- -------------------------- President, Chief Executive August 29, 1997
Kevin J. Kinsella Officer, and Director
(Principal Executive Officer)
/s/ M. Scott Salka
- -------------------------- Vice President, Operations, August 29, 1997
M. Scott Salka Chief Financial Officer
(Principal Accounting and
Financial Officer)
/s/ Timothy J.R. Harris
- -------------------------- Senior Vice President, August 29, 1997
Timothy J.R. Harris Research and Development
and Director
/s/ Irwin Lerner
- -------------------------- Chairman of the Board August 29, 1997
Irwin Lerner of Directors
/s/ Howard D. Palefsky
- -------------------------- Director August 29, 1997
Howard D. Palefsky
/s/ Richard Darman
- -------------------------- Director August 29, 1997
Richard Darman
/s/ Thomas C. McConnell
- -------------------------- Director August 29, 1997
Thomas C. McConnell
/s/ Thomas F. Stephenson
- -------------------------- Director August 29, 1997
Thomas F. Stephenson
</TABLE>
II-4
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
------- -------
<S> <C>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, a Professional Corporation. . . . .
23.1 Consent of Ernst & Young LLP, Independent Auditors . . . . . . . . . . . . . . .
23.2 Consent of Counsel (included in Exhibit 5.1) . . . . . . . . . . . . . . . . . .
24.1 Power of Attorney (see page II-3) . . . . . . . . . . . . . . . . . . . . . . .
</TABLE>
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Exhibit 5.1
August 29, 1997
Sequana Therapeutics, Inc.
11099 North Torrey Pines Road, Suite 160
La Jolla, California 92037
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed
by you with the Securities and Exchange Commission on or about August 29, 1997
(the "Registration Statement") in connection with the registration under
the Securities Act of 1933, as amended, for an aggregate of 500,000 shares of
your Common Stock under the 1994 Amended Incentive Stock Plan. Such shares of
Common Stock are referred to herein as the "Shares", and such plan is referred
to herein as the "Plan". As your counsel in connection with this transaction, we
have examined the proceedings taken and are familiar with the proceedings
proposed to be taken by you in connection with the issuance and sale of the
Shares pursuant to the Plan.
It is our opinion that, when issued and sold in the manner
described in the Plan and pursuant to the agreements which accompany each grant
under the Plan, the Shares will be legally and validly issued, fully-paid and
non-assessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement, and further consent to the use of our name wherever
appearing in the Registration Statement and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
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Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1994 Amended Incentive Stock Plan of Sequana
Therapeutics, Inc. of our report dated February 13, 1997, with respect to the
consolidated financial statements of Sequana Therapeutics, Inc. included in its
annual Report (Form 10-K) for the year ended December 31, 1996, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
San Diego, California
August 25, 1997
