As filed with the Securities and Exchange Commission on April 25, 2001
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
__________________
TULARIK INC.
(Exact name of registrant as specified in its charter)
__________________
DELAWARE TWO CORPORATE DRIVE 94-3148800
(State of SOUTH SAN FRANCISCO, CALIFORNIA 94080 (I.R.S. Employer
Incorporation) (Address of principal executive offices) Identification No.)
___________________
1997 EQUITY INCENTIVE PLAN
1999 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
___________________
___________________
William J. Rieflin
Executive Vice President, Administration and General Counsel
TULARIK INC.
Two Corporate Drive
South San Francisco, California 94080
(650) 825-7000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
__________________
___________________
Copies to:
Suzanne Sawochka Hooper, Esq.
COOLEY GODWARD LLP
5 Palo Alto Square
3000 El Camino Real
Palo Alto, California 94306
(650) 843-5000
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES OFFERING AGGREGATE AMOUNT OF
TO BE REGISTERED AMOUNT TO BE REGISTERED PRICE PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
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Stock Options and Common
Stock (par value $.001) 2,166,690 shares $21.65 $46,908,839 $11,727
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h). The price per share and aggregate
offering price are based upon the average of the high and low prices of
Registrant's Common Stock on April 18, 2001 as reported on the Nasdaq
National Market.
The chart below details the calculations of the registration fee:
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PROPOSED MAXIMUM PROPOSED MAXIMUM
OFFERING PRICE PER AGGREGATE OFFERING
SECURITIES NUMBER OF SHARES SHARE PRICE
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Shares issuable pursuant to the
1997 Equity Incentive Plan 1,685,246 $21.65 $36,485,576
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Shares issuable pursuant to the
1999 Employee Stock Purchase Plan 481,444 $21.65 $10,423,263
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Proposed Maximum Offering Price $46,908,839
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Registration Fee $ 11,727
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The contents of Registration Statements on Form S-8 (Nos. 33-95605, as
amended on February 18, 2000, and 333-30384) filed with the Securities and
Exchange Commission on January 28, 2000 and February 14, 2000, respectfully, are
incorporated herein by reference.
ITEM 8. EXHIBITS
EXHIBIT
NUMBER
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5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to
this Registration Statement.
24.1 Power of Attorney is contained on the signature page to
this Registration Statement.
99.1* 1991 Stock Plan and related documents.
99.2* 1997 Equity Incentive Plan and related documents.
99.3* 1997 Non-Employee Directors' Stock Option Plan and related documents.
99.4** Amplicon Corp. Stock Option Plan.
99.5 Reserved.
99.6* 1999 Employee Stock Purchase Plan.
99.7 Reserved.
________________________________
* Filed as an exhibit to the Company's Registration Statement on Form S-1
(No. 333-89177), as amended through the date hereof, and incorporated
herein by reference.
** Filed as an exhibit to the Company's Registration Statement on Form S-8
(No. 333-95605, as amended on February 18, 2000) and incorporated herein by
reference.
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
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 the 25th
day of April, 2001.
TULARIK INC.
By: /s/ David V. Goeddel
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David V. Goeddel
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David V. Goeddel, William J. Rieflin and
Corinne H. Lyle, and each or any one of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
In accordance with 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.
SIGNATURE TITLE DATE
/s/ David V. Goeddel
- ----------------------------------------- Chief Executive Officer and Director April 25, 2001
David V. Goeddel (Principal Executive Officer)
/s/ Corinne H. Lyle
- ----------------------------------------- Chief Financial Officer April 25, 2001
Corinne H. Lyle (Principal Finance and Accounting Officer)
/s/ A. Grant Heidrich, III
- ----------------------------------------- Director April 25, 2001
A. Grant Heidrich, III
/s/ Paul A. Marks
- ----------------------------------------- Director April 25, 2001
Paul A. Marks
/s/ Edward R. McCracken
- ----------------------------------------- Director April 25, 2001
Edward R. McCracken
/s/ Steven L. McKnight
- ----------------------------------------- Director April 25, 2001
Steven L. McKnight
EXHIBIT INDEX
EXHIBIT
NUMBER
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5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to
this Registration Statement.
24.1 Power of Attorney is contained on the signature page to
this Registration Statement.
99.1* 1991 Stock Plan and related documents.
99.2* 1997 Equity Incentive Plan and related documents.
99.3* 1997 Non-Employee Directors' Stock Option Plan and related documents.
99.4** Amplicon Corp. Stock Option Plan.
99.5 Reserved.
99.6* 1999 Employee Stock Purchase Plan.
99.7 Reserved.
_____________________________________
* Filed as an exhibit to the Company's Registration Statement on Form S-1
(No. 333-89177), as amended through the date hereof, and incorporated
herein by reference.
** Filed as an exhibit to the Company's Registration Statement on Form S-8
(No. 333-95605, as amended on February 18, 2000) and incorporated herein by
reference.