1
As filed with the Securities and Exchange Commission on June 4, 1997
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
DEPOTECH CORPORATION
(Exact name of registrant as specified in its charter)
CALIFORNIA 33-0387911
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
10450 SCIENCE CENTER DRIVE, SAN DIEGO, CALIFORNIA 92121
(Address of principal executive offices) (Zip Code)
--------------
1995 STOCK OPTION/STOCK ISSUANCE PLAN
(Full title of the plans)
--------------
Edward L. Erickson
President and Chief Executive Officer
DEPOTECH CORPORATION
10450 SCIENCE CENTER DRIVE, SAN DIEGO, CALIFORNIA 92121
(Name and address of agent for service)
(619) 625-2424
(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 thereafter be effected upon
option exercises or share issuances effected under the 1995 Stock
Option/Stock Issuance Plan.
--------------
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered per Share Price Fee
---------- ---------- --------- ---------- ------------
Common Stock (under 1995
Stock Option/Stock
Issuance Plan) ................... 1,000,000 shares(1) $13.4375(2) $13,437,500(2) $4071.97
- -----------------------------
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1995 Stock Option/Stock
Issuance 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 Company's outstanding shares of Common Stock.
(2) Estimated solely for the purpose of computing the amount of the
registration fee under Rule 457(h) on the basis of the average of the
high and low prices reported for the Company's Common Stock on May 29,
1997.
2
INCORPORATION OF DOCUMENTS BY REFERENCE
The contents of the Registration Statement on Form S-8 filed by
DepoTech Corporation (the "Registrant") on September 28, 1995 with the
Securities and Exchange Commission as Registration No. 33-97488 (the "1995
Registration Statement") are incorporated herein by reference into this
Registration Statement.
1995 STOCK OPTION/STOCK ISSUANCE PLAN
The Company initially registered 1,497,751 shares of Common Stock
issuable pursuant to its 1995 Stock Option/Stock Issuance Plan (the "Plan") by
means of the 1995 Registration Statement. This Registration Statement shall
register an additional 1,000,000 shares of Common Stock issuable pursuant to the
Plan, as authorized by the Company's shareholders at the Company's Annual
Shareholders' Meetings held on May 14, 1996 and May 14, 1997.
EXHIBITS
Exhibit Number Exhibit
- -------------- -------
5.1 Opinion and consent of Brobeck, Phleger & Harrison LLP
23.1 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.1
23.2 Consent of Ernst & Young LLP, Independent Auditors
24.1 Power of Attorney. Reference is made to page II-2 of this
Registration Statement
99.1 1995 Stock Option/Stock Issuance Plan, as amended
II-1
3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 4th day
of June, 1997.
DEPOTECH CORPORATION
By /s/ Edward L. Erickson
--------------------------------
Edward L. Erickson
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of DepoTech Corporation, a
California corporation, do hereby constitute and appoint Edward L. Erickson and
Dana S. McGowan, and each of them, the lawful attorneys-in-fact 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 either one of them,
determine 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
that all said attorneys and agents, or either 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.
Signature Title Date
- --------- ----- ----
/s/ Edward L. Erickson President, Chief Executive Officer June 4, 1997
- ----------------------------- and Director (Principal
Edward L. Erickson Executive Officer)
/s/ Dana S. McGowan Senior Director, Finance and June 4, 1997
- ----------------------------- Administration, Chief
Dana S. McGowan Financial Officer and
Treasurer (Principal
Financial and Accounting Officer)
/s/ Roger C. Davisson Director June 4, 1997
- -----------------------------
Roger C. Davisson
/s/ George W. Dunbar, Jr. Director June 4, 1997
- -----------------------------
George W. Dunbar, Jr.
II-2
4
/s/ Stephen B. Howell Director June 4, 1997
- -----------------------------
Stephen B. Howell
/s/ Fred A. Middleton Chairman of the Board and Director June 4, 1997
- -----------------------------
Fred A. Middleton
/s/ Peter Preuss Director June 4, 1997
- -----------------------------
Peter Preuss
/s/ Pieter J. Strijkert Director June 4, 1997
- -----------------------------
Pieter J. Strijkert
II-3
5
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
DEPOTECH CORPORATION
6
EXHIBIT INDEX
Exhibit
Number Exhibit
------- -------
5.1 Opinion and consent of Brobeck, Phleger & Harrison LLP
23.1 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.1
23.2 Consent of Ernst & Young LLP, Independent Auditors
24.1 Power of Attorney. Reference is made to page II-2 of this
Registration Statement
99.1 1995 Stock Option/Stock Issuance Plan, as amended