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As filed with the Securities and Exchange Commission on June 12, 1996
Registration No. 333-
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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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ISIS PHARMACEUTICALS, INC.
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(Exact name of registrant as specified in its charter)
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DELAWARE 33-0336973
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(State or other jurisdiction of (I.R.S. Employer Identification No.
incorporation or organization)
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2292 FARADAY AVENUE
CARLSBAD, CALIFORNIA 92008
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(Address of principal executive offices)
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1989 STOCK OPTION PLAN
1992 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
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(Full title of the plans)
B. LYNNE PARSHALL, ESQ.
EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND SECRETARY
ISIS PHARMACEUTICALS, INC.
2292 FARADAY AVENUE
CARLSBAD, CALIFORNIA 92008
(619) 931-9200
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
D. BRADLEY PECK, ESQ.
COOLEY GODWARD CASTRO HUDDLESON & TATUM
4365 EXECUTIVE DRIVE
SAN DIEGO, CALIFORNIA 92121
(619) 550-6000
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED SHARE (1) PRICE (1) REGISTRATION FEE
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Stock Options and Common
Stock (par value $.001) 2,300,000 $11.375 - $19.75 $40,542,838 $13,980
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) and (h)(1). The price per share and
the aggregate offering price are calculated on the basis of (a) the
weighted average exercise price of $13.25 for 656,141 shares subject to
outstanding options granted under the Registrant's 1989 Stock Option Plan (the
"1989 Plan") and (b) $19.375, the average of the high and low sales prices of
Registrant's Common Stock on June 7, 1996 as reported on the Nasdaq National
Market for shares issuable under the 1989 Plan and the 1992 Non-Employee
Directors' Stock Option Plan.
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INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8 NO. 33-42356, NO. 33-51236,
NO. 33-54840, NO. 33-58450, NO. 33-75150 AND NO. 33-90780
The contents of Registration Statements on Form S-8 Nos. 33-42356,
33-51236, 33-54840, 33-58450, 33-75150 and 33-90780 filed with the Securities
and Exchange Commission on August 23, 1991, August 25, 1992, November 20, 1992,
February 16, 1993, February 4, 1994 and March 30, 1995 are incorporated by
reference herein.
EXHIBITS
EXHIBIT
NUMBER
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5.1 Opinion of Cooley Godward Castro Huddleson & Tatum
23.1 Consent of Ernst & Young LLP
23.2 Consent of Cooley Godward Castro Huddleson & Tatum is contained in
Exhibit 5.1 to this Registration Statement
24.1 Power of Attorney is contained on the signature pages.
99.1* 1989 Stock Option Plan, as amended
99.2 1992 Non-Employee Directors' Stock Option Plan, as amended
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* Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1995, and incorporated herein by reference.
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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 Carlsbad, State of California, on May 31, 1996.
ISIS PHARMACEUTICALS, INC.
By:/s/ B. Lynne Parshall
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B. Lynne Parshall
Executive Vice President, Chief
Financial Officer and Secretary
(Principal Financial and Accounting
Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Stanley T. Crooke, Daniel L. Kisner and
B. Lynne Parshall and each or any one of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her 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 or she 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 or her substitutes or substitute, may lawfully 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
/s/ Stanley T. Crooke Chairman of the Board and Chief May 31, 1996
- -------------------------------------------- Executive Officer (Principal Executive
Stanley T. Crooke Officer)
/s/ B. Lynne Parshall Executive Vice President, Chief May 31, 1996
- -------------------------------------------- Financial Officer and Secretary
B. Lynne Parshall (Principal Financial and Accounting
Officer)
/s/ Daniel L. Kisner President, Chief Operating Officer May 31, 1996
- -------------------------------------------- and Director
Daniel L. Kisner
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/s/ Christopher F.O. Gabrieli Director May 31, 1996
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Christopher F.O. Gabrieli
Director May 31, 1996
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Christoph Hohbach
/s/ Alan C. Mendelson Director May 31, 1996
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Alan C. Mendelson
/s/ William R. Miller Director May 31, 1996
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William R. Miller
/s/ Mark B. Skaletsky Director May 31, 1996
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Mark B. Skaletsky
Director May 31, 1996
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Larry Soll
/s/ Joseph H. Wender Director May 31, 1996
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Joseph H. Wender
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION SEQUENTIAL PAGE NUMBER
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5.1 Opinion of Cooley Godward Castro Huddleson & Tatum 7
23.1 Consent of Ernst & Young LLP 8
23.2 Consent of Cooley Godward Castro Huddleson & Tatum is contained in
Exhibit 5.1 to this Registration Statement 7
24.1 Power of Attorney is contained on the signature pages 3
99.1* 1989 Stock Option Plan, as amended --
99.2* 1992 Non-Employee Directors' Stock Option Plan, as amended 9
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* Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1995, and incorporated herein by reference.