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As filed with the Securities and Exchange Commission on June 20, 1997
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENTS
Under
The Securities Act of 1933
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IDEC PHARMACEUTICALS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 33-0112644
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
11011 Torreyana Road
San Diego, California 92121
(Address of principal executive offices) (Zip Code)
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AMENDED AND RESTATED 1988 STOCK OPTION PLAN
1995 EMPLOYEE STOCK PURCHASE PLAN
(Full titles of the Plans)
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William H. Rastetter, Ph.D.
Chairman, President and Chief Executive Officer
IDEC Pharmaceuticals Corporation
11011 Torreyana Road, San Diego, CA 92121
(Name and address of agent for service)
(619) 550-8500
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Amount to be Offering Price Aggregate Offering Amount of
Title of Securities to be Registered Registered(1) per Share(2) Price(2) Registration Fee
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Amended and Restated 1988 Stock
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Option Plan
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Options to Purchase Common Stock 800,000 N/A N/A N/A
Common Stock, $0.001 par value 800,000 shares $26.00 $20,800,000 $6,303.03
1995 Employee Stock Purchase Plan
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Common Stock, $0.001 par value 150,000 $26.00 $3,900,000 $1,181.82
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(1) This Registration Statement shall also cover any additional shares of Common
Stock which become issuable under the Amended and Restated 1988 Stock Option
Plan and/or the 1995 Employee Stock Purchase Plan by reason of any stock
dividend, stock split, recapitalization or other similar transaction
effected without the receipt of consideration which results in an increase
in the number of the outstanding shares of IDEC Pharmaceuticals Corporation
Common Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, (the "1933 Act") on the basis of the
average of the high and low selling prices per share of Common Stock of
IDEC Pharmaceuticals Corporation on June 16, 1997 as reported by the
Nasdaq National Market.
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PART II
Information Required in the Registration Statement
Item 3. Incorporation of Certain Documents by Reference
IDEC Pharmaceuticals Corporation (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, 1996, filed with the Commission on March 31,
1997 pursuant to Section 13 of the Securities Exchange Act of
1934, as amended (the "Exchange Act");
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1997, filed with the Commission on May
15, 1997 pursuant to Section 13 of the Exchange Act;
(c) The Registrant's Registration Statement No. 0-19311 on Form 8-B
filed with the Commission on June 2, 1997, 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 Exchange 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 is also 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.
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Item 6. Indemnification of Directors and Officers
The Registrant's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law provides
that directors of a corporation will not be personally liable for monetary
damages for breach of their fiduciary duties as directors, except for liability
(i) for any breach of their duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for unlawful
payments of dividends or unlawful stock repurchases or redemptions as provided
in Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.
The Registrant's Bylaws provide that the Registrant shall indemnify its
directors and may indemnify its other officers and employees and other agents to
the fullest extent permitted by law. The Registrant believes that
indemnification under its Bylaws covers at least negligence and gross negligence
on the part of indemnified parties. The Registrant's Bylaws also permit it to
secure insurance on behalf of any officer, director, employee or other agent for
any liability arising out of his or her actions in such capacity, regardless of
whether the Bylaws have the power to indemnify him or her against such liability
under the General Corporation law of Delaware. The Registrant currently has
secured such insurance on behalf of its directors and officers.
The Registrant has entered into agreements to indemnify its directors
and executive officers, in addition to indemnification provided for in the
Registrant's Bylaws. These agreements, among other things, indemnify the
Registrant's directors and executive officers for certain expenses (including
attorneys' fees), judgments, fines and settlement amounts incurred by any such
person in any action or proceeding, including any action by or in the right of
the Registrant, arising out of such person's services as a director or executive
officer of the Registrant, any subsidiary of the Registrant or any other company
or enterprise to which the person provides services at the request of the
Registrant. The Registrant believes that these provisions and agreements are
necessary to attract and retain qualified persons as directors and executive
officers.
At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent of the Registrant where indemnification
will be required or permitted. The Registrant is not aware of any threatened
litigation or proceeding that might result in a claim for such indemnification.
Item 7. Exemption from Registration Claimed
Not applicable.
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Item 8. Exhibits
Exhibit Number Exhibit
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4 Instruments Defining Rights of Stockholders. Reference is made to Registrant's Registration
Statement No. 0-19311 on Form 8-B which is incorporated herein by reference pursuant to
Item 3(c).
5.1 Opinion of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Independent Auditors - KPMG Peat Marwick LLP.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.1.
24 Power of Attorney. Reference is made to page II-5 of this Registration Statement.
99.1 Amended and Restated 1988 Stock Option Plan (Amended and Restated through May 22,
1997).
99.2* Form of Notice of Grant.
99.3* Form of Stock Option Agreement.
99.4 1995 Employee Stock Purchase Plan (Amended and Restated through May 22, 1997).
99.5** Form of Enrollment/Change Form under 1995 Employee Stock Purchase Plan.
99.6** Form of Stock Purchase Agreement under 1995 Employee Stock Purchase Plan.
* Exhibits 99.2 and 99.3 are incorporated herein by reference to Exhibits
28.2 and 28.3, respectively, of Registrant's Registration Statement No.
33-45172 on Form S-8 which was filed with the Commission on January 21,
1992.
** Exhibits 99.5 and 99.6 are incorporated herein by reference to Exhibits
28.2 and 28.3, respectively, of Registrant's Registration Statement No.
33-60224 on Form S-8 which was filed with the Commission on April 5,
1993.
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 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 Exchange Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability 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
Amended and Restated 1988 Stock Option Plan and/or 1995 Employee Stock Purchase
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 Exchange 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.
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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 incorporated by reference in Item 6, or
otherwise, the Registrant has been informed that in the opinion of the
Securities and Exchange 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 San Diego, State of California, on this 19th day
of June, 1997.
IDEC PHARMACEUTICALS CORPORATION
By /s/ William H. Rastetter
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William H. Rastetter, Ph.D.
Chairman, President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned officers and directors of IDEC Pharmaceuticals
Corporation, a Delaware corporation, do hereby constitute and appoint William H.
Rastetter and Phillip M. Schneider, and each of them, the lawful attorneys 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, determines 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 regulations 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, and 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
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/s/ William H. Rastetter Chairman, President and June 19, 1997
- ----------------------------- Chief Executive Officer
William H. Rastetter, Ph.D. (Principal Executive Officer)
/s/ Phillip M. Schneider Vice President and Chief June 19, 1997
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Phillip M. Schneider Financial Officer (Principal
Financial and Accounting Officer)
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Signatures Title Date
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/s/ Charles C. Edwards Director June 19, 1997
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Charles C. Edwards, M.D.
/s/ Alan B. Glassberg Director June 19, 1997
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Alan B. Glassberg, M.D.
/s/ John Groom Director June 19, 1997
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John Groom
Director June __, 1997
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Kazuhiro Hashimoto
/s/ Franklin P. Johnson, Jr. Director June 19, 1997
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Franklin P. Johnson, Jr.
/s/ Lynn Schenk Director June 19, 1997
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Lynn Schenk
/s/ William D. Young Director June 19, 1997
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William D. Young
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
IDEC PHARMACEUTICALS CORPORATION
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EXHIBIT INDEX
Exhibit Number Exhibit
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4 Instruments Defining Rights of Stockholders. Reference is made to Registrant's Registration
Statement No. 0-19311 on Form 8-B which is incorporated herein by reference pursuant to
Item 3(c).
5.1 Opinion of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Independent Auditors - KPMG Peat Marwick LLP.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.1.
24 Power of Attorney. Reference is made to page II-4 of this Registration Statement.
99.1 Amended and Restated 1988 Stock Option Plan (Amended and Restated through May 22,
1997).
99.2* Form of Notice of Grant.
99.3* Form of Stock Option Agreement.
99.4 1995 Employee Stock Purchase Plan (Amended and Restated through May 22, 1997).
99.5** Form of Enrollment/Change Form under 1995 Employee Stock Purchase Plan.
99.6** Form of Stock Purchase Agreement under 1995 Employee Stock Purchase Plan.
* Exhibits 99.2 and 99.3 are incorporated herein by reference to Exhibits 28.2
and 28.3, respectively, of Registrant's Registration Statement No. 33-45172
on Form S-8 which was filed with the Commission on January 21, 1992.
** Exhibits 99.5 and 99.6 are incorporated herein by reference to Exhibits 28.2
and 28.3, respectively, of Registrant's Registration Statement No. 33-60224
on Form S-8 which was filed with the Commission on April 5, 1993.