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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 30, 1996
REGISTRATION NO. 333-____________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
SHAMAN PHARMACEUTICALS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 94-3095806
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
213 EAST GRAND AVENUE
SOUTH SAN FRANCISCO, CALIFORNIA 94080
(Address of principal executive offices) (zip code)
SHAMAN PHARMACEUTICALS, INC.
1992 STOCK OPTION PLAN
(Full Title of the Plan)
Lisa A. Conte
President and Chief Executive Officer
SHAMAN PHARMACEUTICALS, INC.
213 East Grand Avenue, South San Francisco, California 94080
(Name and address, including zip code, of agent for service)
(415) 952-7070
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Proposed Proposed
Maximum Offering Maximum
Title of Securities Amount to be Price per Aggregate Amount of
to be Registered Registered(1) Share(2) Offering Price Registration Fee
Options to purchase Common Stock 450,000 N/A N/A N/A
Common Stock, $0.001 par value 450,000 shares $6.25 $2,812,500 $970
===================================================================================================================================
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1992 Stock Option Plan by
reason of any stock dividend, stock split, recapitalization or any
other similar transaction without receipt of consideration which
results in an increase in the number of outstanding shares of Common
Stock of Shaman Pharmaceuticals, Inc.
(2) Calculated solely for purposes of this offering under Rule 457(h) of
the Securities Act of 1933, as amended, on the basis of the average of
the high and low selling prices per share of Common Stock of Shaman
Pharmaceuticals, Inc. on July 24, 1996 as reported by the Nasdaq
National Market.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Shaman Pharmaceuticals, Inc. (the "Registrant") hereby
incorporates by reference into this Registration Statement the following
documents previously filed with the Securities and Exchange Commission (the
"Commission"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995 filed with the Commission on
April 1, 1996;
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1996 filed with the Commission on May
14, 1996; and
(c) The Registrant's Registration Statement No. 0-21022 on Form
8-A filed with the Commission on December 18, 1992, as amended
by Amendments Nos. 1, 2 and 3 filed on January 19, January 21
and January 26, 1993, respectively, in which there is
described the terms, rights and provisions applicable to the
Registrant's outstanding Common Stock.
All reports and definitive proxy or information statements
filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "1934 Act") after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which also is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such 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
Pursuant to the General Corporation Law of Delaware ("Delaware
Law"), the Registrant has adopted provisions in its Amended and Restated
Certificate of Incorporation which eliminate the personal liability of each
member of the Registrant's Board of Directors to the Registrant and its
stockholders for monetary damages for breach of such Board member's fiduciary
duties in certain circumstances and authorize the Registrant to indemnify its
Board members, officers and other agents, by bylaw, agreement or otherwise, to
the fullest extent permitted by law. The Registrant's Bylaws require the
Registrant to indemnify its Board members and permit the Registrant to indemnify
its officers, employees and other agents to the fullest extent permitted by
Delaware Law.
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The Registrant's Amended and Restated Certificate of
Incorporation expressly authorizes the use of indemnification agreements. The
Registrant has entered into such indemnification agreements with all of its
officers and Board members. The form of such agreements was approved by the
Registrant's stockholders in January 1993.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit Number Exhibit
- -------------- -------
4 Instruments Defining Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 0-21022 on
Form 8-A and Amendments Nos. 1, 2 and 3 thereto, which are
incorporated herein by reference pursuant to Item 3(c) of
this Registration Statement.
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II.4 of this
Registration Statement.
99.1 Shaman Pharmaceuticals, Inc. 1992 Stock Option Plan.
99.2* Form of Notice of Grant with Stock Option Agreement.
99.3* Form of Addendum to Stock Option Agreement (Special Tax
Elections).
99.4* Form of Addendum to Stock Option Agreement (Limited Stock
Appreciation Rights).
99.5** Form of Non-Employee Director Automatic Stock Option
Agreement.
- ----------------------
* Exhibits 99.2, 99.3 and 99.4 are incorporated herein by reference to
Exhibits 28.2, 28.3 and 28.4, respectively, to Registrant's
Registration Statement No. 33-66450 filed with the Commission on July
23, 1993.
** Exhibit 99.5 is incorporated herein by reference to Exhibit 99.5 to
Registrant's Registration Statement No. 33-93938 filed with the
Commission on June 26, 1995.
Item 9. Undertakings
A. The undersigned Registrant hereby undertakes: (1) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement (i) to include any prospectus required
by Section 10(a)(3) of the Securities Act of 1933, as amended (the "1933 Act"),
(ii) to reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement,
and (iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement; provided,
however, that clauses (1)(i) and (1)(ii) shall not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the 1934 Act that are incorporated by reference into this
Registration Statement; (2) that for the purpose of determining any liability
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under the 1933 Act each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and (3) to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the Registrant's 1992 Stock Option Plan.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under
the 1933 Act may be permitted to directors, officers or controlling persons of
the Registrant pursuant to the indemnity provisions summarized in Item 6 or
otherwise, the Registrant has been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.
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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
this 29th day of July 1996.
SHAMAN PHARMACEUTICALS, INC.
By: /s/ Lisa A. Conte
-----------------------------------
Lisa A. Conte
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned officers and directors of Shaman
Pharmaceuticals, Inc., a Delaware corporation, do hereby constitute and appoint
Lisa A. Conte and Barbara Evans Goodrich and each of them, the lawful
attorneys-in-fact and agents, with full power and authority to do any and all
acts and things and to execute any and all instruments which said attorneys and
agents, and any one of them, determine may be necessary or advisable or required
to enable said corporation to comply with the Securities Act of 1933, as
amended, and any rules or regulation or requirements of the Securities and
Exchange Commission in connection with this Registration Statement. Without
limiting the generality of the foregoing power and authority, the powers granted
include the power and authority to sign the names of the undersigned officers
and directors in the capacities indicated below to this Registration Statement,
to any and all amendments, both pre-effective and post-effective, and
supplements to this Registration Statement and to any and all instruments or
documents filed as part of or in conjunction with this Registration Statement or
amendments or supplements thereof, and each of the undersigned hereby ratifies
and confirms all that said attorneys and agents, or any one of them, shall do or
cause to be done by virtue hereof. This Power of Attorney may be signed in
several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signatures Title Date
- ---------- ----- ----
/s/ Lisa A. Conte President, Chief Executive July 29, 1996
- ----------------------- Officer and Director (Principal -------------
Lisa A. Conte Executive Officer)
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Signatures Title Date
- ---------- ----- ----
/s/ Barbara Evans Goodrich Principal Financial Officer July 29, 1996
- -------------------------- (Principal Financial and
Barbara Evans Goodrich Accounting Officer)
/s/ G. Kirk Raab Chairman of the Board July 29, 1996
- -------------------------
G. Kirk Raab
/s/ Herbert H. McDade, Jr. Director July 29, 1996
- --------------------------
Herbert H. McDade, Jr.
/s/ M. David Titus Director July 29, 1996
- --------------------------
M. David Titus
/s/ John A. Young Director July 29, 1996
- --------------------------
John A. Young
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
SHAMAN PHARMACEUTICALS, INC.
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EXHIBIT INDEX
Exhibit
Number Exhibit
- ------- -------
4 Instruments Defining Rights of Stockholders. Reference is made to
Registrant's Registration Statement No. 0-21022 on Form 8-A and
Amendments No. 1, 2 and 3 thereto, which are incorporated herein
by reference pursuant to Item 3(c) of this Registration Statement.
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit
5.
24 Power of Attorney. Reference is made to page II.4 of this
Registration Statement.
99.1 Shaman Pharmaceuticals, Inc. 1992 Stock Option Plan.
99.2* Form of Notice of Grant with Stock Option Agreement.
99.3* Form of Addendum to Stock Option Agreement (Special Tax
Elections).
99.4* Form of Addendum to Stock Option Agreement (Limited Stock
Appreciation Rights).
99.5** Form of Non-Employee Director Automatic Stock Option Agreement.
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* Exhibits 99.2, 99.3 and 99.4 are incorporated herein by reference to
Exhibits 28.2, 28.3 and 28.4, respectively, to Registrant's
Registration Statement No. 33-66450 filed with the Commission on July
23, 1993.
** Exhibit 99.5 is incorporated herein by reference to Exhibit 99.5 to
Registrant's Registration Statement No. 33-93938 filed with the
Commission on June 26, 1995.