As filed with the Securities and Exchange Commission on February 10, 1997
Registration No. 333-__________________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
MYCOGEN CORPORATION
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(Exact name of registrant as specified in its charter)
California 95-3802654
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5501 Oberlin Drive, San Diego, California 92121
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(Address of Principal Executive Offices) (Zip Code)
1992 STOCK OPTION PLAN
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(Full title of aggregate offering price the plan)
CARLTON J. EIBL
President, Chief Operating Officer and Secretary
5501 Oberlin Drive, San Diego, California 92121
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(Name and address of agent for service)
619-453-8030
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(Telephone number, including area code, of agent for service)
____________________________________
This Registration Statement shall become effective immediately
upon filing with the Securities and Exchange Commission,
and sales of the registered securities will begin as soon as
reasonably practicable after such effective date.
____________________________________
CALCULATION OF REGISTRATION FEE
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per share aggregate offering price registration fee
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Common Stock, 2,000,000(1) $26.00(2) $52,000,000(2) $17,931.03
$.001 par value
(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 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) Calculated solely for purposes of this offering under rule 457 (h) of the
Securities Act of 1933, as amended, on the basis of the last sale reported per
share of Common Stock of Mycogen Corporation on February 4, 1997, as reported on
the NASDAQ National Market System.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The contents of (i) the Registration Statement filed by Mycogen Corporation
(the "Company") with the Securities and Exchange Commission (the "Commission")
for registration of shares to be issuable under the Company's 1992 Stock Option
Plan on December 9, 1992, as Registration No. 33-55508 (the "1992 Stock Option
Plan First Registration Statement"); (ii) the Company's Annual Report on Form
10-K for the fiscal year ended August 31, 1996, filed by the Company on November
13, 1996; and (iii) the Company's Form 8-K filed by the Company on October 5,
1996, (and as amended, filed by the Company on December 6, 1996) are hereby
incorporated by reference.
THE PLAN
The Company registered 3,541,047 shares of Common Stock issuable pursuant
to its 1992 Stock Option Plan (the "1992 Stock Option Plan") by means of the
1992 Stock Option Plan First Registration Statement. This Registration
Statement will register an additional 2,000,000 shares of Common Stock issuable
pursuant to the 1992 Stock Option Plan as authorized by the Company's
shareholders at the Company's Annual Shareholders Meeting held on December 12,
1996.
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SIGNATURES
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Pursuant to the requirements of the 1933 Act, 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 7th day of February, 1997.
MYCOGEN CORPORATION
Date: February 7, 1997 /s/ JERRY CAULDER
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Jerry Caulder, Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
/s/ JERRY CAULDER
- ------------------------ Chairman, Chief Executive February 7, 1997
(Jerry Caulder) Officer and Director (Principal
Executive Officer)
/s/ JAMES A. BAUMKER
- ------------------------ Director February 7, 1997
(Thomas J. Cable*)
/s/ JAMES A. BAUMKER
- ------------------------ Director February 7, 1997
(David H. Rammler*)
/s/ JAMES A. BAUMKER
- ------------------------ Director February 7, 1997
(Louis W. Pribila*)
/s/ JAMES A. BAUMKER
- ------------------------ Director February 7, 1997
(John L. Hagaman*)
/s/ JAMES A. BAUMKER
- ------------------------ Director February 7, 1997
(Perry J. Gehring*)
/s/ JAMES A. BAUMKER
- ------------------------ Director February 7, 1997
(William C. Schmidt*)
/s/ JAMES A. BAUMKER
- ------------------------ Director February 7, 1997
(G. William Tolbert*)
/s/ JAMES A. BAUMKER
- ------------------------ Director February 7, 1997
(W. Wayne Withers*)
* By James A. Baumker under power of attorney.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
MYCOGEN CORPORATION
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EXHIBIT INDEX
Exhibit
Number Exhibit
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5 Opinion and Consent of Loreen P. Collins, Esq.
10.1 1992 Stock Option Plan (as amended October 17, 1996)
23 Consent of Ernst & Young LLP, Independent Auditors
24 Power of Attorney
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