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As Filed with the Securities and Exchange Commission on November 14, 2000
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)
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<S> <C>
DELAWARE 95-4343413
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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22026 20th Avenue S.E., Bothell, Washington 98021
(Address of Principal Executive Offices) (Zip Code)
1999 NONQUALIFIED STOCK INCENTIVE PLAN
2000 STOCK INCENTIVE PLAN
(Full titles of the plans)
Michael A. Martino, President and
Chief Executive Officer
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
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Proposed Maximum Proposed Maximum
Title of Securities Amount To Be Offering Aggregate Amount of
To Be Registered Registered(1)(2) Price Per Share Offering Price Registration Fee
========================================================================================================
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Common Stock,
$0.001 par value 800,000 shares (3) $655,099(3) $172.95
========================================================================================================
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(1) Includes additional shares of Common Stock that may become issuable
pursuant to the anti-dilution adjustment provisions of the 1999
Nonqualified Stock Incentive Plan (the "1999 Plan") (300,000 shares) and
the 2000 Stock Incentive Plan (the "2000 Plan") (500,000 shares).
(2) Previously, 600,000 shares of Common Stock available for grant under the
1999 Plan were registered on a Registration Statement on Form S-8 on
September 27, 1999 (Registration No. 333-87897).
(3) The aggregate offering price of 317,184 shares of Common Stock
registered hereby which could be issued upon exercise of options granted
under the 1999 Plan and the 2000 Plan is based upon the per share
exercise price of such options, the weighted average of which is
approximately $0.875 per share. With respect to the remaining 482,816
shares of Common Stock registered hereby which could be issued upon
exercise of the remaining options and rights to purchase which
Registrant is authorized to issue under the 1999 Plan and the 2000 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 Common Stock on November 9,
2000, which was $0.782 per share.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
------------------------------------------------
The following documents are incorporated herein by reference:
(a) The Registrant's Registration Statement on Form S-8 dated
September 27, 1999 (Registration No. 333-87897).
(b) The Registrant's Annual Report on Form 10-K for the year ended
December 31,1999.
(c) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000.
(d) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2000.
(e) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2000.
(f) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), since the end of the fiscal year
covered by the Annual Report on Form 10-K referred to in (b)
above.
(g) The description of the Registrant's Common Stock that is
contained in the Registrant's Registration Statement on Form 8-A
filed under Section 12 of the Exchange Act, including any
amendment or report filed for the purpose of updating that
description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) or the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all such securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to a part hereof from the date
of filing of such documents, except as to any portion of any future annual or
quarterly report to stockholders or document that is not deemed filed under such
provisions. For the purposes of this registration statement, any statement in a
document incorporated by references shall be deemed to be modified or superseded
to the extent that a statement is contained in this registration statement
modifies or supersedes a statement in such document. Any statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
Item 4. Description of Securities
---------------------------------
Not Applicable
Item 5. Interests of Named Experts and Counsel
----------------------------------------------
Not Applicable
Item 6. Indemnification of Directors and Officers
-------------------------------------------------
(a) As permitted by the Delaware General Corporation Law, the
Registrant's Certificate of Incorporation eliminates the
liability of directors to the Registrant or its stockholders for
monetary damages for breach of fiduciary duty as a director,
except to the extent otherwise required by the Delaware General
Corporation Law.
(b) The Certificate of Incorporation provides that the Registrant
will indemnify each person who was or is made a party to any
proceeding by reason of the fact that such person is or was a
director or officer of the Registrant against all expense,
liability and loss reasonably incurred or suffered by such
person in connection therewith to the fullest extent authorized
by the Delaware General Corporation Law. The Registrant's Bylaws
provide for a similar indemnity to directors and officers of the
Registrant to the fullest extent authorized by General
Corporation Law.
(c) The Certificate of Incorporation also gives the Registrant the
ability to enter into indemnification agreements with each of
its officers and directors. The Registrant has entered into
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indemnification agreements with each of its directors and
executive officers. The indemnification agreements provide for
the indemnification of directors and officers against any and
all expenses, judgements, fines, penalties and amounts paid in
settlement, to the fullest extent permitted by law.
Item 7. Exemption from Registration Claims
------------------------------------------
Not Applicable
Item 8. Exhibits
----------------
The following exhibits are filed as part of this Registration Statement:
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Number Description
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4.1 SONUS Pharmaceuticals, Inc. 1999 Nonqualified Stock
Incentive Plan (the "1999 Plan") (incorporated by
reference to Exhibit 10.7 to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31,
1999).
4.2 Form of Nonqualified Stock Option Agreement pertaining
to the 1999 Plan (incorporated by reference to Exhibit
10.8 to the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1999).
4.3 Form of Restricted Stock Purchase Agreement pertaining
to the 1999 Plan (incorporated by reference to Exhibit
10.9 to the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1999).
4.4 SONUS Pharmaceuticals, Inc. 2000 Stock Incentive Plan
(the "2000 Plan") (incorporated by reference to Exhibit
10.41 to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 2000).
4.5 Form of Stock Option Agreement pertaining to the 2000
Plan (incorporated by reference to Exhibit 10.42 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2000).
4.6 Form of Restricted Stock Purchase Agreement pertaining
to the 2000 Plan.
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 this
Registration Statement at page 5).
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Item 9. Undertakings
--------------------
Not Applicable
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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 14th day of
November, 2000.
SONUS PHARMACEUTICALS, INC.
By: /s/ Richard J. Klein
---------------------------------
Richard J. Klein
Chief Financial Officer
(Principal Financial and
Accounting Officer)
POWER OF ATTORNEY
We, the undersigned officers and directors of SONUS Pharmaceuticals,
Inc., do hereby constitute and appoint Michael A. Martino and Richard J. Klein,
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.
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/s/ Michael A. Martino President, Chief Executive Officer November 14, 2000
---------------------------------- and Director (Principal Executive
Michael A. Martino Officer)
/s/ Richard J. Klein Chief Financial Officer (Principal November 14, 2000
---------------------------------- Financial and Accounting Officer)
Richard J. Klein
/s/ George W. Dunbar, Jr. Director, Co-Chairman of the Board November 14, 2000
---------------------------------- of Directors
George W. Dunbar, Jr.
/s/ Christopher S. Henney Director November 14, 2000
----------------------------------
Christopher S. Henney, Ph.d., D.Sc.
/s/ Robert E. Ivy Director, Co-Chairman of the Board November 14, 2000
---------------------------------- of Directors
Robert E. Ivy
/s/ Dwight Winstead Director November 14, 2000
----------------------------------
Dwight Winstead
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Number Description
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4.1 SONUS Pharmaceuticals, Inc. 1999 Nonqualified Stock
Incentive Plan (the "1999 Plan") (incorporated by
reference to Exhibit 10.7 to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31,
1999).
4.2 Form of Nonqualified Stock Option Agreement pertaining
to the 1999 Plan (incorporated by reference to Exhibit
10.8 to the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1999).
4.3 Form of Restricted Stock Purchase Agreement pertaining
to the 1999 Plan (incorporated by reference to Exhibit
10.9 to the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1999).
4.4 SONUS Pharmaceuticals, Inc. 2000 Stock Incentive Plan
(the "2000 Plan") (incorporated by reference to Exhibit
10.41 to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 2000).
4.5 Form of Stock Option Agreement pertaining to the 2000
Plan (incorporated by reference to Exhibit 10.42 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2000).
4.6 Form of Restricted Stock Purchase Agreement pertaining
to the 2000 Plan.
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 this
Registration Statement at page 5).
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