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As Filed With the Securities and Exchange Commission on September 22, 1997
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON. D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SONUS PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-4343413
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
22026 20th Avenue, S.E., Suite 102, Bothell, Washington 98021
(Address of Principal Executive Offices) (Zip Code)
INCENTIVE STOCK OPTION, NONQUALIFIED STOCK OPTION AND
RESTRICTED STOCK PURCHASE PLAN -1991
(Full titles of the plans)
Steven C. Quay, M.D., Ph.D., President,
Chief Executive Officer and Secretary
Sonus Pharmaceuticals, Inc.
22026 20th Avenue, S.E., Suite 102, Bothell, Washington 98021
(Name and address of agent for service)
(206) 487-9500
(Telephone number, including area code, of agent for service)
Copy to:
K.C. Schaaf, Esq.
Christopher D. Ivey, Esq.
Stradling, Yocca, Carlson & Rauth, a Professional Corporation
660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
(714) 725-4000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities Amount To Be Proposed Maximum Proposed Maximum Amount of
To Be Registered Registered(1)(2) Offering Aggregate Registration Fee
Price Per Share Offering Price
---------------- ---------------- --------------- --------------- ----------------
<S> <C> <C> <C> <C>
Common Stock,
$0.001 par value 774,810 shares (3) $15,991,658.74(3) $4,845.96
</TABLE>
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(1) Includes additional shares of Common Stock that may become issuable
pursuant to the anti-dilution adjustment provisions of the Incentive
Stock Option, Nonqualified Stock Option and Restricted Stock Purchase
Plan - 1991 (the "1991 Plan").
(2) 546,017 shares of Common Stock available for grant under the 1991 Plan
were registered on a Registration Statement on Form S-8 on December 15,
1995 (Registration No. 33-08623).
(3) In accordance with Rule 457(h), the aggregate offering price of 678,716
shares of Common Stock registered hereby which would be issued upon
exercise of options granted under the 1991 Plan is based upon the per
share exercise price of such options, the weighted average of which is
approximately $18.35 per share. With respect to the remaining 96,094
shares of Common Stock registered hereby which would be issued upon
exercise of the remaining options which Registrant is authorized to
issue under its 1991 Plan, the aggregate offering price is estimated
solely for purposes of calculating the registration fee, in accordance
with Rule 457(h) on the basis of the price of securities of the same
class, as determined in accordance with Rule 457(c), using the average
of the high and low price reported by the Nasdaq National Market for
the Common Stock on September 17, 1997, which was $36.81 per share.
Page 1 of 6 Pages
Exhibit Index on Page 4
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The contents of the Registrant's Registration Statement on Form S-8
(Registration No. 33-80623) are incorporated herein by reference.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration Statement:
<TABLE>
<CAPTION>
Number Description
------ -----------
<S> <C>
5.1 Opinion of Stradling, Yocca, Carlson & Rauth, a
Professional Corporation, Counsel to the
Registrant.
23.1 Consent of Stradling, Yocca, Carlson & Rauth, a
Professional Corporation (included in the Opinion
filed as Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, independent
auditors.
24.1 Power of Attorney (included on signature page to the
Registration Statement at page S-1).
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II-1
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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 Bothell, State of Washington, on the 19th day of
September, 1997.
SONUS PHARMACEUTICALS, INC.
By: /s/ Steven C. Quay, M.D., Ph.D.
------------------------------------
Steven C. Quay, M.D., Ph.D.,
Chief Executive Officer,
President and Secretary
POWER OF ATTORNEY
We, the undersigned officers and directors of SONUS Pharmaceuticals,
Inc., do hereby constitute and appoint Steven C. Quay and Gregory Sessler, or
either of them, our true and lawful attorneys-in-fact and agents, each 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 to this
Registration Statement, and to file the same, with 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 or
necessary to be done in and about the premises, 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 his substitute or
substitutes, 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 date indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Steven C. Quay, M.D., Ph.D. Chief Executive Officer, President, September 19, 1997
- --------------------------------
Steven C. Quay, M.D., Ph.D. Secretary and Director (Principal
Executive Officer)
/s/ Gregory Sessler Chief Financial Officer (Principal September 19, 1997
- --------------------------------
Gregory Sessler Financial and Principal Accounting
Officer)
/s/ Donald B. Midler Director September 19, 1997
- --------------------------------
Donald B. Midler
/s/ Harry A. Shoff Director September 19, 1997
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Harry A. Shoff
/s/ Dwight Winstead Director September 19, 1997
- --------------------------------
Dwight Winstead
</TABLE>
S-1
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description Page Number
------ ----------- -----------
<S> <C> <C>
5.1 Opinion of Stradling, Yocca, Carlson & Rauth, a 5
Professional Corporation, Counsel to the Registrant.
23.1 Consent of Stradling, Yocca, Carlson & Rauth, a ___
Professional Corporation (included in the Opinion filed
as Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, independent auditors 6
24.1 Power of Attorney included on signature page to the ___
Registration Statement at page S-1).
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September 19, 1997
[STRADLING, YOCCA, CARLSON & RAUTH LETTEREAD]
September 19, 1997
SONUS Pharmaceuticals, Inc.
22026 20th Avenue, S.E., Suite 102
Bothell, Washington 98021
Re: Registration Statement on Form S-8
Gentlemen:
At your request, we have examined the form of Registration
Statement on Form S-8 (the "Registration Statement") being filed by SONUS
Pharmaceuticals, Inc., a Delaware corporation (the "Company"), with the
Securities and Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of an additional 774,810 shares of the
Company's common stock, $.001 par value ("Common Stock"), issuable under the
Company's Incentive Stock Option, Nonqualified Stock Option and Restricted Stock
Purchase Plan - 1991 (the "Plan").
We have examined the proceedings heretofore taken and are
familiar with the additional proceedings proposed to be taken by the Company in
connection with the authorization, issuance and sale of the securities referred
to above.
Based on the foregoing, it is our opinion that the 774,810 shares
of Common Stock to be issued under the Plan against full payment in accordance
with the respective terms and conditions of the Plan will be legally and validly
issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
STRADLING, YOCCA, CARLSON & RAUTH
/s/ Stradling, Yocca, Carlson & Rauth
EXHIBIT 5.1
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EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Incentive Stock Option, Non-qualified Stock
Option, and Restricted Stock Purchase Plan - 1991 of SONUS Pharmaceuticals,
Inc. of our report dated January 31, 1997 with respect to the financial
statements of SONUS Pharmaceuticals, 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
Seattle, Washington
September 3, 1997
