<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 23, 2000
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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AVIRON
(Exact Name of Registrant as Specified in Its Charter)
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DELAWARE 77-0309686
(State of Incorporation) (I.R.S. Employer Identification No.)
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297 North Bernardo Avenue
Mountain View, CA 94043
Phone: (650) 919-6500
(Address of Principal Executive Offices)
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1996 Equity Incentive Plan
1996 Non-Employee Directors' Stock Option Plan
1999 Non-Officer Equity Incentive Plan
Individual Stock Option Grants Outside of a Plan
(Full Title of the Plans)
C. Boyd Clarke
President and Chief Executive Officer
Aviron
297 North Bernardo Avenue
Mountain View, CA 94043
Phone: (650) 919-6500
(Name, Address, including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
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Copy to:
Robert J. Brigham, Esq.
Cooley Godward LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94306-2155
(650) 843-5000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) FEE(1)
------------------- ------------ ---------------- ----------------- ------------
<S> <C> <C> <C> <C>
Common Stock
(par value $.001) 2,725,144 shares see chart below $73,663,350 $19,448
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</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) of the Securities Act of 1933, as
amended (the "Act"). The price per share and aggregate offering price are
based upon (a) for shares available for future grant under Aviron's 1996
Equity Incentive Plan, 1996 Non-Employee Directors' Stock Option Plan and
1999 Non-Officer Equity Incentive Plan, the average of the high and low
prices of the Aviron's Common Stock on August 18, 2000, as reported on the
Nasdaq National Market (pursuant to Rule 457(c) under the Act), and (b) for
shares subject to outstanding options granted under outside of any plan,
the weighted average exercise price for such outstanding options (pursuant
to Rule 457(h) under the Act).
The following chart illustrates the calculation of the registration fee:
<TABLE>
<CAPTION>
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NUMBER OF OFFERING PRICE MAXIMUM AGGREGATE
SHARES PER SHARE OFFERING PRICE
--------- -------------- -----------------
<S> <C> <C> <C>
1996 Equity Incentive Plan 700,000 $29.78125 $20,846,875
1996 Non-Employee Directors' Stock Option Plan 150,000 $29.78125 $ 4,467,188
1999 Non-Officer Equity Incentive Plan 1,300,000 $29.78125 $38,715,625
Stock option grants issued outside of a plan 575,144 $ 16.75 $ 9,633,662
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TOTAL: $73,663,350
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REGISTRATION FEE: $ 19,448
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</TABLE>
2
<PAGE> 3
INCORPORATION BY REFERENCE OF
REGISTRATION STATEMENT ON FORM S-8 FILE NO. 333-17029
REGISTRATION STATEMENT ON FORM S-8 FILE NO. 333-58955
REGISTRATION STATEMENT ON FORM S-8 FILE NO. 333-87183
REGISTRATION STATEMENT ON FORM S-8 FILE NO. 333-91607
The above Registration Statements on Form S-8, filed by Aviron with the
Securities and Exchange Commission on November 27, 1996, SEC File No. 333-17029;
on July 13, 1998, SEC File No. 333-58955; on September 16, 1999, SEC File No.
333-87183; and on November 24, 1999, SEC File No. 333-91607 are incorporated by
reference into this Registration Statement.
EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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<S> <C>
4.1(1) Restated Certificate of Incorporation of Aviron.
4.2(2) Certificate of Amendment to Amended and Restated Certificate of
Incorporation of Aviron.
4.3(3) Bylaws of Aviron.
4.4(4) Specimen Stock Certificate.
4.5(5) Rights Agreement between Aviron and BankBoston, N.A. dated as of
October 8, 1997.
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
Registration Statement.
24.2 Power of Attorney is contained on the signature pages.
99.1 1996 Equity Incentive Plan, as amended as of June 1, 2000.
99.2 1996 Non-Employee Directors' Stock Option Plan, as amended as of
June 1, 2000.
99.3 1999 Non-Officer Equity Incentive Plan, as amended as of July 26,
2000.
99.4 Stock Option Agreement for C. Boyd Clarke outside of the 1996
Equity Incentive Plan.
</TABLE>
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(1) Incorporated by reference to Exhibit 3.2 to Aviron's Quarterly Report
on Form 10-Q, File No. 0-20815, for the quarter ended September 30,
1996, filed December 20, 1996.
(2) Incorporated by reference to Exhibit 3.3 to Aviron's Quarterly Report
on Form 10-Q, File No. 0-20815, for the quarter ended June 30, 2000
filed August 14, 2000.
(3) Incorporated by reference to Exhibit 3.1 to Aviron's Quarterly Report
on Form 10-Q, File No. 0-20815, for the quarter ended September 30,
1996, filed December 20, 1996.
(4) Incorporated by reference to Exhibit 4.2 to Aviron's Registration
Statement on Form S-1, File No. 333-05209, filed June 5, 1996, as
amended.
(5) Incorporated by reference to Exhibit 4.10 to Aviron's Current Report on
Form 8-K, File No. 0-20815, dated October 8, 1997 and filed October 10,
1997.
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<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Mountain View, State of California, on this 23rd day
of August, 2000.
AVIRON
By /s/ C. Boyd Clarke
-------------------------------------
C. Boyd Clarke
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints C. Boyd Clarke and Fred Kurland, and each
or any one of them, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his 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 connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitutes or substitute, may lawfully 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/ C. Boyd Clarke President, Chief Executive Officer and Director August 23, 2000
--------------------------------------------- (Principal Executive Officer)
C. Boyd Clarke
/s/ Fred Kurland Senior Vice President and Chief Financial Officer August 23, 2000
--------------------------------------------- (Principal Financial and Accounting Officer)
Fred Kurland
/s/ J. Leighton Read, M.D. Chairman of the Board August 23, 2000
---------------------------------------------
J. Leighton Read, M.D.
/s/ Dennis M. Fenton, Ph.D. Director August 23, 2000
---------------------------------------------
Dennis M. Fenton, Ph.D.
/s/ Wayne T. Hockmeyer, Ph.D. Director August 23, 2000
---------------------------------------------
Wayne T. Hockmeyer, Ph.D.
/s/ Paul H. Klingenstein Director August 23, 2000
---------------------------------------------
Paul H. Klingenstein
/s/ Alan C. Mendelson Director August 23, 2000
---------------------------------------------
Alan C. Mendelson
/s/ Bernard Roizman, Sc.D. Director August 23, 2000
---------------------------------------------
Bernard Roizman, Sc.D.
</TABLE>
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<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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<S> <C>
4.1(1) Restated Certificate of Incorporation of Aviron.
4.2(2) Certificate of Amendment to Amended and Restated Certificate of
Incorporation of Aviron.
4.3(3) Bylaws of Aviron.
4.4(4) Specimen Stock Certificate.
4.5(5) Rights Agreement between Aviron and BankBoston, N.A. dated as of
October 8, 1997.
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
Registration Statement.
24.2 Power of Attorney is contained on the signature pages.
99.1 1996 Equity Incentive Plan, as amended as of June 1, 2000.
99.2 1996 Non-Employee Directors' Stock Option Plan, as amended as of
June 1, 2000.
99.3 1999 Non-Officer Equity Incentive Plan, as amended as of July 26,
2000.
99.4 Stock Option Agreement for C. Boyd Clarke outside of the 1996
Equity Incentive Plan.
</TABLE>
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(1) Incorporated by reference to Exhibit 3.2 to Aviron's Quarterly Report
on Form 10-Q, File No. 0-20815, for the quarter ended September 30,
1996, filed December 20, 1996.
(2) Incorporated by reference to Exhibit 3.3 to Aviron's Quarterly Report
on Form 10-Q, File No. 0-20815, for the quarter ended June 30, 2000
filed August 14, 2000.
(3) Incorporated by reference to Exhibit 3.1 to Aviron's Quarterly Report
on Form 10-Q, File No. 0-20815, for the quarter ended September 30,
1996, filed December 20, 1996.
(4) Incorporated by reference to Exhibit 4.2 to Aviron's Registration
Statement on Form S-1, File No. 333-05209, filed June 5, 1996, as
amended.
(5) Incorporated by reference to Exhibit 4.10 to Aviron's Current Report on
Form 8-K, File No. 0-20815, dated October 8, 1997 and filed October 10,
1997.
5
