As filed with the Securities and Exchange Commission on April 1, 2004.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
TULARIK INC.
(Exact name of registrant as specified in its charter)
| Delaware | 94-3148800 | |
(State of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
1120 Veterans Boulevard
South San Francisco, CA 94080
(Address of Principal Executive Offices)
TULARIK SALARY SAVINGS PLAN
(Full title of the plans)
William J. Rieflin
Executive Vice President, Administration, General Counsel and Secretary
TULARIK INC.
1120 Veterans Boulevard
South San Francisco, CA 94080
(650) 825-7000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Suzanne Sawochka Hooper, Esq.
COOLEY GODWARDLLP
5 Palo Alto Square
3000 El Camino Real
Palo Alto, California 94306
(650) 843-5000
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered | Amount to be Registered(1) | Proposed Maximum Offering Price per Share(2) | Proposed Maximum Aggregate Offering Price(2) | Amount of Registration Fee | ||||
Common Stock (par value $.001 per share) | 100,000 shares | $24.56 | $2,456,000 | $311.18 | ||||
Plan Interests(3) | Indeterminate | N/A | N/A | N/A | ||||
| (1) | In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of the Company’s common stock that become issuable under the Tularik Salary Savings Plan (formerly the Tularik Matching Plan), as amended, by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Company’s receipt of consideration that results in an increase in the number of the Company’s outstanding shares of common stock. |
| (2) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and (h)(1) under the Securities Act. The offering price per share and aggregate offering price for the common stock are based upon the average of the high and low prices of the Company’s common stock on March 29, 2004 as reported on the Nasdaq National Market. |
| (3) | Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. |
Approximate date of commencement of proposed sale to the public: as soon as practicable after this Registration Statement becomes effective.
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional: (i) 100,000 shares of the Registrant’s common stock to be issued pursuant to the Registrant’s Salary Savings Plan, as amended, and (ii) an indeterminate number of plan interests to be offered or sold pursuant to the employee benefit plan described herein.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The contents of the Registration Statements on Form S-8, relating to the Tularik Salary Savings Plan, as amended (File Nos. 333-95605, as amended, and 333-30384) previously filed with the Securities and Exchange Commission on January 28, 2000 and February 14, 2000, respectively, are incorporated herein by reference.
EXHIBIT INDEX
EXHIBIT NUMBER | DESCRIPTION | |
| 5.1 | Opinion of Cooley GodwardLLP | |
| 23.1 | Consent of PricewaterhouseCoopers LLP, Independent Accountants | |
| 23.2 | Consent of Ernst & Young LLP, Independent Auditors | |
| 23.3 | Consent of Cooley GodwardLLP is contained in Exhibit 5.1 to this Registration Statement | |
| 24.1 | Power of Attorney is contained on the signature page to this Registration Statement | |
| 99.1 | Tularik Salary Savings Plan, as amended | |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 South San Francisco, State of California, on March 30, 2004.
| TULARIK INC. | ||
| By: | /s/ DAVID V. GOEDDEL | |
David V. Goeddel Chief Executive Officer | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David V. Goeddel and William J. Rieflin, and each 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, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
SIGNATURE | TITLE | DATE | ||
/s/ DAVID V. GOEDDEL DAVID V. GOEDDEL | Chief Executive Officer and Director (Principal Executive Officer) | March 30, 2004 | ||
/s/ WILLIAM J. RIEFLIN WILLIAM J. RIEFLIN | Executive Vice President, Administration, and Acting Chief Financial Officer (Principal Financial and Accounting Officer) | March 30, 2004 | ||
/s/ A. GRANT HEIDRICH, III A. GRANT HEIDRICH, III | Director | March 30, 2004 | ||
/s/ EDWARD W. HOLMES EDWARD W. HOLMES | Director | March 30, 2004 | ||
/s/ EDWARD R. MCCRACKEN EDWARD R. MCCRACKEN | Director | March 30, 2004 | ||
/s/ CRAIG A.P.D. SAXTON CRAIG A.P.D. SAXTON | Director | March 30, 2004 | ||
EXHIBIT INDEX
EXHIBIT NUMBER | DESCRIPTION | |
| 5.1 | Opinion of Cooley GodwardLLP | |
| 23.1 | Consent of PricewaterhouseCoopers LLP, Independent Accountants | |
| 23.2 | Consent of Ernst & Young LLP, Independent Auditors | |
| 23.3 | Consent of Cooley GodwardLLP is contained in Exhibit 5.1 to this Registration Statement | |
| 24.1 | Power of Attorney is contained on the signature page to this Registration Statement | |
| 99.1 | Tularik Salary Savings Plan, as amended | |
