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As filed with the Securities and Exchange Commission on June 30, 1997
Registration No. 333-04985
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CONNECTICS CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 94-3173928
(State of incorporation) (I.R.S. Employer Identification No.)
3400 WEST BAYSHORE ROAD
PALO ALTO, CA 94303
(Address of principal executive offices)
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1995 EMPLOYEE STOCK PURCHASE PLAN
1994 STOCK PLAN
1995 DIRECTORS' STOCK OPTION PLAN
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THOMAS G. WIGGANS
PRESIDENT & CHIEF EXECUTIVE OFFICER
CONNECTICS CORPORATION
3400 WEST BAYSHORE ROAD
PALO ALTO, CA 94303
(415) 843-2800
(Name, address and telephone number, including area code, of agent for service)
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Copy to:
JOSHUA L. GREEN
Venture Law Group
2800 Sand Hill Road
Menlo Park, California 94025
(415) 854-4488
Page 1 of 53 Pages
Exhibit Index on Page 7
(Calculation of Registration Fee on following page)
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed
Maximum Amount Offering Price Maximum Amount of
to be Per Share Aggregate Registration
Title of Securities to be Registered Registered(1) Offering Price Fee
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NON-PLAN OPTIONS
Common Stock Issuable upon Exercise of
Outstanding Options,
$0.001 par value . 13,488 Shares $0.45(2) $ 6,069.60 $ 1.84
30,000 Shares $7.125(2) $213,750.00 $64.77
1994 STOCK PLAN
Common Stock Issuable upon Exercise of
Outstanding Options, 500,000 Shares $7.00(3) $3,500,000 $1,060.61
$0.001 par value .
TOTAL 543,488 Shares $1,127.22
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under any of the referenced plans
being registered pursuant to this Registration Statement by reason of
any stock dividend, stock split, recapitalization or any other similar
transaction effected without the receipt of consideration, which
results in an increase in the number of the Registrant's outstanding
shares of Common Stock.
(2) Computed in accordance with Rule 457(h) under the Securities Act solely
for the purpose of calculating the registration fee. Computation based
on the per share exercise price (rounded to nearest cent) at which the
options under the referenced plans may be exercised.
(3) Estimated in accordance with Rule 457(c) under the Securities Act of
1933, as amended (the "Securities Act") solely for the purpose of
calculating the registration fee. The computation is based upon the
average of the bid and ask sale prices of the Common Stock as reported
on the Nasdaq National Market on June 25, 1997.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
THE ENTIRE CONTENTS OF THE COMPANY'S REGISTRATION STATEMENT ON FORM S-8 (FILE
NO. 333-04985) ARE INCORPORATED BY REFERENCE INTO THIS REGISTRATION STATEMENT.
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 incorporated by reference into this
Registration Statement:
a. The description of the Company's Common Stock set forth in the
Company's Registration Statement on Form 8-A filed with the Commission on
December 8, 1995, including any amendment thereto or report filed for the
purpose of updating such description (File No. 0-27406).
b. The description of the Company's Preferred Share Purchase Rights set
forth in the Company's Registration Statement on Form 8-A filed with the
Commission on May 23, 1997, including any amendment thereto or report filed for
the purpose of updating such description (File No. 0-27406).
c. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 (File No. 0-27406), and all amendments thereto filed March 20,
1997 (including each of the Annual Reports on Form 10-K/A filed April 14, 1997
and April 28, 1997).
d. The Company's Registration Statement on Form S-8, effective May 31,
1996 (File No. 333-04985).
e. The Company's Quarterly Report on Form 10-Q filed May 15, 1997 (File
No. 0-27406).
f. The Company's Current Report on form 8-K/A filed April 28, 1997
(File No. 0-27406).
g. The Company's Current Report on Form 8-K filed May 23, 1997 (File
No. 0-27406).
h. The Company's Current Report on Form 8-K filed June 6, 1997 (File
No. 0-27406).
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 part hereof from the date of filing such documents. Any statement contained
in a document incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein
(or in any other subsequently filed document which also is incorporated by
reference herein) modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed to constitute a part hereof, except
as so modified or superseded.
Item 8. EXHIBITS.
Exhibit
Number
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4.3 1994 Stock Plan, as amended.
4.4 1995 Employee Stock Purchase Plan, as amended.
4.5 1995 Directors' Stock Option Plan.
4.6 Form of Stock Option Agreement (substantially identical agreements for Arthur
Eisen, Phillip Hanawalt, Gerald Nepom and G. Kirk Raab), with schedule.
4.7 Form of Notice of Stock Option Grant for Arthur Eisen.
4.8 Form of Notice of Stock Option Grant for Phillip Hanawalt.
4.9 Form of Notice of Stock Option Grant for Gerald Nepom.
4.10 Form of Notice of Stock Option Grant for G. Kirk Raab.
5.1 Opinion of Venture Law Group, a Professional Corporation.
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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 Power of Attorney.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Connectics Corporation (formerly, Connective Therapeutics, Inc.), a
corporation organized and existing under the laws of the State of Delaware,
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 Palo Alto, State of California, on June 30, 1997.
CONNECTICS CORPORATION
By: /s/ Cynthia M. Butitta
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Cynthia M. Butitta
Vice President of Finance and Administration
and Chief Financial Officer
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SIGNATURES
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 June 30, 1997.
Signature Title
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/s/ Thomas G. Wiggans* President, Chief Executive Officer and Director (Principal Executive
- -------------------------------- Officer)
Thomas G. Wiggans
/s/ Cynthia M. Butitta* Vice President of Finance and Administration and Chief Financial Officer
- -------------------------------- (Principal Financial and Accounting Officer)
Cynthia M. Butitta
/s/ G. Kirk Raab*
- -------------------------------- Chairman of the Board
G. Kirk Raab
/s/ Alexander E. Barkas, Ph.D.* Director
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Alexander E. Barkas, Ph.D.
/s/ Eugene A. Bauer, M.D.* Director
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Eugene A. Bauer, M.D.
/s/ Brian H. Dovey* Director
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Brian H. Dovey
- -------------------------------- Director
John C. Kane
/s/ Thomas D. Kiley* Director
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Thomas D. Kiley
- -------------------------------- Director
Kenneth B. Plumlee
/s/ Joseph J. Ruvane, Jr.* Director
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Joseph J. Ruvane, Jr.
*By /s/ Cynthia M. Butitta
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Cynthia M. Butitta
Attorney-in-fact
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INDEX TO EXHIBITS
Exhibit Page
Number No.
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4.3 1994 Stock Plan, as amended. 8
4.4 1995 Employee Stock Purchase Plan, as amended. 19
4.5 1995 Directors' Stock Option Plan. *
4.6 Form of Stock Option Agreement (substantially identical agreements for Arthur 32
Eisen, Phillip Hanawalt, Gerald Nepom and G. Kirk Raab), with schedule.
4.7 Notice of Stock Option Grant for Arthur Eisen. 45
4.8 Notice of Stock Option Grant for Phillip Hanawalt. 46
4.9 Notice of Stock Option Grant for Gerald Nepom. 47
4.10 Notice of Stock Option Grant for G. Kirk Raab. 48
5.1 Opinion of Venture Law Group, a Professional Corporation. 49
23.1 Consent of Venture Law Group, a Professional Corporation (included in Exhibit 5.1). 49
23.2 Consent of Ernst & Young LLP, Independent Auditors. 50
24.1 Power of Attorney. *
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* Previously filed with the Company's Registration Statement on Form S-8
(333-04985)
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