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As Filed With the Securities and Exchange Commission on June 15, 1998
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
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SONUS PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-4343413
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
22026 20th Avenue S.E., Bothell, Washington 98021
(Address of Principal Executive Offices) (Zip Code)
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INCENTIVE STOCK OPTION, NONQUALIFIED STOCK OPTION AND
RESTRICTED STOCK PURCHASE PLAN -1991
(Full titles of the plan)
-----------------------
Steven C. Quay, M.D., Ph.D., President,
Chief Executive Officer and Secretary
Sonus Pharmaceuticals, Inc.
22026 20th Avenue S.E., Bothell, Washington 98021
(Name and address of agent for service)
(425) 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
(949) 725-4000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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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
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<S> <C> <C> <C> <C>
Common Stock,
$0.001 par value 400,000 shares $11.75(3) $4,700,000(3) $1,386.50
===============================================================================================
</TABLE>
(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) and 774,810 shares of Common Stock available for
grant under the 1991 Plan were registered on a Registration Statement on
Form S-8 on September 22, 1997 (Registration No. 33-36093).
(3) The aggregate offering price of 400,000 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 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
June 12, 1998, which was $11.75 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:
Number Description
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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).
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 15th day of
June, 1998.
SONUS PHARMACEUTICALS, INC.
By: /s/ Steven C. Quay
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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>
<S> <C> <C>
/s/ Steven C. Quay Chief Executive Officer, President, June 15, 1998
- --------------------------------- Secretary and Director (Principal
Steven C. Quay, M.D., Ph.D. Executive Officer)
/s/ Gregory Sessler Chief Financial Officer (Principal June 15, 1998
- -------------------------------- Financial and Principal Accounting
Gregory Sessler Officer)
/s/ George W. Dunbar, Jr. Director June 15, 1998
- --------------------------------
George W. Dunbar, Jr.
/s/ Harry A. Shoff Director June 15, 1998
- --------------------------------
Harry A. Shoff
/s/ Dwight Winstead Director June 15, 1998
- --------------------------------
Dwight Winstead
</TABLE>
S-1
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description Page Number
- ------- ----------- -----------
<C> <S> <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 5
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 S-1
Registration Statement at page S-1).
</TABLE>
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EXHIBIT 5.1
June 15, 1998
SONUS Pharmaceuticals, Inc.
22026 20th Avenue, S.E.
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 400,000 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 400,000 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
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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 23, 1998 with respect to the financial statements of SONUS
Pharmaceuticals, Inc. included in its Annual Report (Form 10-K) for the year
ended December 31, 1997 filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
- --------------------------
Ernst & Young LLP
Seattle, Washington
June 15, 1998
