<PAGE> 1
As filed with the Securities and Exchange Commission on February 27, 1997
Registration No. 333-______
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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
1995 AMENDED DIRECTOR OPTION 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
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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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
- -------------------------------------------------------------------------------------------
Common Stock
<S> <C> <C> <C> <C>
$0.001 par value......... 617,614 $14.81 $9,147,679 $2,772
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(1) The shares covered by this Registration Statement represent (i) 450,000
shares of Common Stock which have become available for issuance under
the Registrant's 1994 Amended Incentive Stock Plan and 125,000 shares
of Common Stock which have become available for issuance under the
Registrant's 1995 Director Option Plan as a result of an amendment
approved by the shareholders at the Registrant's Annual Meeting held on
May 30, 1996 increasing the number of shares authorized for issuance
thereunder from 613,125 to 1,063,125 and 100,000 to 225,000,
respectively and (ii) 42,614 shares of Common Stock issuable pursuant
to a Merger Agreement and Plan of Reorganization by and among Sequana
Therapeutics, Inc., Sequana Merger Sub, Inc., NemaPharm, Inc., and the
Shareholders of NemaPharm, Inc., dated July 19, 1996.
(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 February 20, 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 Statement (File No. 33-99238) is incorporated by reference into
this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
Exhibit
Number Document
------ --------
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).
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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 27th day of February, 1997.
SEQUANA THERAPEUTICS, INC.
By: /s/ Kevin J. Kinsella
------------------------------------
Kevin J. Kinsella
President, Chief Executive Officer
II-2
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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 February 27, 1997
Kevin J. Kinsella Officer and Director
(Principal Executive
Officer)
/s/ M. Scott Salka
- ------------------------------ Vice President, Operations February 27, 1997
M. Scott Salka (Principal Accounting and
Financial Officer)
/s/ Timothy J.R. Harris
- ----------------------------- Senior Vice President, February 27, 1997
Timothy J.R. Harris Research and Development
and Director
/s/ Irwin Lerner
- ----------------------------- Chairman of the Board February 27, 1997
Irwin Lerner of Directors
/s/ Howard D. Palefsky
- ------------------------------ Director February 27, 1997
Howard D. Palefsky
/s/ Richard Darman
- ------------------------------ Director February 27, 1997
Richard Darman
/s/ Thomas C. McConnell
- ------------------------------ Director February 27, 1997
Thomas C. McConnell
/s/ Thomas F. Stephenson
- ------------------------------ Director February 27, 1997
Thomas F. Stephenson
</TABLE>
II-3
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INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
------ -------
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) . . . . . . . . . . . . . . . .
II-4
<PAGE> 1
Exhibit 5.1
February 26, 1997
Sequana Therapeutics, Inc.
11099 North Torrey Pines Road, Suite 160
La Jolla, California 92037
RE: Registration Statement on Form S-8
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 February 27, 1997
(the "Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, for an aggregate of 575,000 shares of your
Common Stock under the 1994 Amended Incentive Stock Plan and the 1995 Director
Option Plan and 42,614 shares of your Common Stock issuable upon the exercise of
stock options issued in exchange for outstanding options to purchase Common
Stock of NemaPharm, Inc. pursuant to the Merger Agreement and Plan of
Reorganization ("Merger Agreement") by and among Sequana Therapeutics, Inc.,
Sequana Merger Sub, Inc., NemaPharm, Inc., and the Shareholders of NemaPharm,
Inc., dated July 19, 1996. Such shares of Common Stock are referred to herein as
the "Shares", and such plans are referred to herein as the "Plans". 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.
It is our opinion that, when issued and sold in the manner described in
the Plans and the Merger Agreement and pursuant to the agreements which
accompany each grant under the Plans and the Merger Agreement, 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
II-5
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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 and 1995 Amended
Director Option Plan of Sequana Therapeutics, Inc. of our report dated February
6, 1996, with respect to the financial statements of Sequana Therapeutics, Inc.
included in its Annual Report (Form 10-K) for the year ended December 31, 1995,
filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
San Diego, California
February 21, 1997
