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This document contains ___ pages, of which this is page number 1. The Index to
Exhibits is on page number __.
As filed with the Securities and Exchange Commission on January 9, 1997
Registration No. 33-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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CELTRIX PHARMACEUTICALS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 94-3121462
(State of incorporation) (I.R.S. Employer Identification No.)
3055 PATRICK HENRY DRIVE
SANTA CLARA, CALIFORNIA 95054-1815
(Address of principal executive offices)
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1991 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plans)
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Andreas Sommer
President and Chief Executive Officer
Celtrix Pharmaceuticals, Inc.
3055 Patrick Henry Drive
Santa Clara, California 95054-1815
(408) 988-2500
(Name, address and telephone number, including area code, of agent for service)
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Copy to:
CATHRYN S. CHINN
EDMUND S. RUFFIN, JR.
Venture Law Group
2800 Sand Hill Road
Menlo Park, California 94025
(415) 854-4488
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed Maximum
Maximum Amount Maximum Aggregate Amount of
to be Registered Offering Price Offering Price Registration
Title of Securities to be Registered Per Share Fee
------------------------------------ ---------------- -------------- ---------------- ------------
1991 EMPLOYEE STOCK PURCHASE PLAN
Common Stock,
$.01 par value........................... 200,000 Shares $2.53 (1) $506,000.00 $174.48
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TOTAL 200,000 Shares $506,000.00 $174.48
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(1) Estimated in accordance with Rule 457(h) under the Securities Act of
1933 solely for the purpose of calculating the registration fee. The
computation is based upon the average of the high and low sale prices of
the Common Stock as reported on The Nasdaq National Market on January 6,
1997 multiplied by 85%, which is the percentage of the trading purchase
price applicable to purchases under such plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference:
1. The Company's Annual Report on Form 10-K for the year ended March
31, 1996.
2. The Company's definitive Proxy Statement dated July 17, 1996, filed
in connection with the August 27, 1996 Annual Meeting of Stockholders of the
Company.
3. The Company's Quarterly Reports on Form 10-Q for the quarters ended
June 30, 1996 and September 30, 1996, respectively, filed with the Commission on
August 8, 1996 and November 12, 1996, respectively.
4. The description of the Company's Common Stock set forth in the
Company's Registration Statement on Form 10 filed with the Commission on January
24, 1991.
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All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act of 1934, 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 in this Registration Statement and to be
part hereof from the date of filing such documents.
Item 4. Description of Securities. Not applicable.
Item 5. Interests of Named Experts and Counsel. Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145(a) of the Delaware General Corporation Law (the "DGCL")
provides in relevant part that "a corporation may indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation), by
reason of the fact that he is or was a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful." With respect to
derivative actions, Section 145(b) of the DGCL provides in relevant part that
"[a] corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor...[by reason
of his service in one of the capacities specified in the preceding sentence]
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interest of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper."
The Registrant's Certificate of Incorporation provides that each
person who is or was or who had agreed to become a director or officer of the
Registrant or who had agreed at the request of the Registrant's Board of
Directors or an officer of the Registrant to serve as an employee or agent of
the Registrant or as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall be
indemnified by the Registrant to the full extent permitted by the DGCL or any
other applicable laws. Such Certificate of Incorporation also provides that no
amendment or repeal of such Certificate shall apply to or have any effect on the
right to indemnification permitted or authorized thereunder for or with respect
to claims asserted before or after such amendment or repeal arising from acts or
omissions occurring in whole or in part before the effective date of such
amendment or repeal.
The Registrant's Bylaws provide that the Registrant shall indemnify
to the full extent authorized by law any person made or threatened to be made a
party to an action or a proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that he was or is a director, officer, or
employee
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of the Registrant or serves or served any other enterprise as a director,
officer or employee at the request of the Registrant.
The Registrant has entered or will enter into indemnification
agreements with its directors and certain of its officers. The Registrant
intends to purchase insurance on behalf of its officers and directors against
losses arising from any claim asserted against or incurred by such individuals
in any such capacity, subject to certain exclusions.
Item 7. Exemption from Registration Claimed. Not applicable.
Item 8. Exhibits.
Exhibit
Number
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4.1 1991 Employee Stock Purchase Plan and form related
agreements.
5.1 Opinion of Venture Law Group, a Professional Corporation.
23.1 Consent of Venture Law Group, a Professional Corporation
(included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Powers of Attorney.
Item 9. Undertakings.
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 to include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
(2) that, for purposes of determining any liability
under the Securities 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.
(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 offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the 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.
Insofar as the indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is
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against public policy as expressed in the Securities 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 a
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the question has already been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such indemnification
by it is against public policy as expressed in the Securities 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, 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 San Jose, State of California, on this 8th day of
January, 1997.
CELTRIX PHARMACEUTICALS, INC.
By: /s/ ANDREAS SOMMER
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Andreas Sommer
President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Andreas Sommer and Mary Anne Ribi and
each of them acting individually, as his or her attorney-in-fact, each with full
power of substitution and resubstitution, and in his or her name, place or
stead, in any and all capacities, to sign any amendments to this Registration
Statement on Form S-8, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully as he or she might or could do in person, and
ratifying and confirming all that said attorney-in-fact and agent, or his or her
substitute or substitutes, may 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 dates indicated.
Signature Title Date
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/s/ ANDREAS SOMMER President, Chief Executive Officer and January 8, 1997
- ------------------------------------ Director (Principal Executive Officer)
Andreas Sommer
/s/ MARY ANNE RIBI Vice President, Finance and January 7, 1997
- ------------------------------------ Administration, Chief Financial Officer
Mary Anne Ribi and Assistant Secretary (Principal
Financial and Accounting Officer)
/s/ JAMES E. THOMAS Chairman of the Board January 8, 1997
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James E. Thomas
/s/ HENRY E. BLAIR Director January 8, 1997
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Henry E. Blair
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INDEX TO EXHIBITS
Exhibit Page
Number No.
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4.1 1991 Employee Stock Purchase Plan and form of Subscription Agreement.
5.1 Opinion of Venture Law Group, a Professional Corporation.
23.1 Consent of Venture Law Group, a Professional Corporation (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Powers of Attorney.