As filed with the Securities and Exchange Commission on November 8, 1996
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
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ATLANTIC PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-389269
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
142 Cypress Point Road
Half Moon Bay, California 94019
(Address of principal executive offices) (Zip Code)
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1995 STOCK OPTION PLAN
(Full title of the Plan)
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Jon D. Lindjord
President & Chief Executive Officer
142 Cypress Point Road, Half Moon Bay, California 94019
(Name and address, including zip code of agent for service)
(415) 726-1327
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) per Share(2) Price(2) Fee
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1995 Stock Option Plan:
Options to Purchase
Common Stock, $0.001 par value 950,000 N/A N/A N/A
Common Stock, $0.001 par value 950,000 shares $7.50 $7,125,000 $2,457
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<FN>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Atlantic Pharmaceuticals, Inc.
1995 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
outstanding shares of Common Stock of Atlantic Pharmaceuticals, Inc.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended (the "1933 Act"), on the basis of the
fair market value per share of Common Stock of Atlantic Pharmaceuticals,
Inc. on November 4, 1996, as reported on the Nasdaq Small Cap Market.
</FN>
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
Atlantic Pharmaceuticals, Inc. (the "Registrant") hereby
incorporates by reference into this Registration Statement the following
documents previously filed with the Securities and Exchange Commission ("SEC"):
(a) The Registrant's annual report on Form 10-KSB for the
fiscal year ended December 31, 1995, filed with the
SEC on March 29, 1996;
(b) The Registrant's quarterly reports on Form 10-QSB for
the quarters ended March 31, 1996, June 30, 1996 and
September 30, 1996 filed with the SEC on May 3, 1996,
August 8, 1996 and November 6, 1996 respectively;
(c) The Registrant's report on Form 8-K filed with the
SEC on August 30, 1996; and
(d) The Registrant's Registration Statement No. 00-27282
on Form 8-A filed with the SEC on November 28, 1995,
pursuant to Section 12(b) of the Securities Exchange
Act of 1934, as amended (the "1934 Act"), in which
there is described the terms, rights and provisions
applicable to the Registrant's outstanding Common
Stock.
All reports and definitive proxy or information statements
filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the
date of this Registration Statement and 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 a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law ("Section 145")
authorizes a court to award or a corporation's Board of Directors to grant
indemnification to directors and officers in terms sufficiently broad to permit
such indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the 1933 Act. Article Ten of
the Registrant's Restated Certificate of Incorporation provides for mandatory
indemnification by the Registrant of all persons the Registrant may indemnify
under Section 145 to the maximum extent permitted by the Delaware General
Corporation Law. Article Nine of the Registrant's Restated Certificate of
Incorporation provides that the personal liability of its directors to the
Registrant is eliminated to the fullest extent permitted by the Delaware General
Corporation Law. These provisions in the Restated Certificate of Incorporation
do not eliminate the directors' fiduciary duty, and in appropriate circumstances
equitable remedies such as injunctive or other forms of non-monetary relief will
remain available under Delaware law. In addition, each director will continue to
be subject to liability for breach
of the director's duty of loyalty to the Company for acts or omissions not in
good faith or involving intentional misconduct, for knowing violations of law,
for actions leading to improper personal benefit to the director, and for
payment of dividends or approval of stock repurchases or redemptions that are
unlawful under Delaware law. The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
Exhibit Number Exhibit
- -------------- -------
4 Instruments Defining Rights of Stockholders. Reference is made
to Registrant's Registration No. 00-27282 on Form 8-A which is
incorporated herein by reference pursuant to Item 3(b) of this
Registration Statement.
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of KPMG Peat Marwick LLP - Independent Accountants.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 1995 Stock Option Plan.
99.2 Form of Notice of Grant of Stock Option.
99.3 Form of Stock Option Agreement.
99.4 Form of Addendum to Stock Option Agreement (Special Tax
Elections).
99.5 Form of Addendum to Stock Option Agreement (Involuntary
Termination Following Change in Control).
99.6 Form of Addendum to Stock Option Agreement (Limited Stock
Appreciation Rights).
99.7 Form of Notice of Grant of Automatic Stock Option (Initial
Grant).
99.8 Form of Notice of Grant of Automatic Stock Option (Annual
Grant).
99.9 Form of Automatic Stock Option Agreement.
Item 9. Undertakings
A. The undersigned Registrant hereby undertakes: (1) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement (i) to include any prospectus required
by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts
or events arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof and (3) to remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the Registrant's 1995
Stock Option Plan.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-2
C. Insofar as indemnification for liabilities arising under
the 1933 Act may be permitted to directors, officers or controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the 1933 Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
II-3
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 Half Moon Bay, State of California, on
this 6th day of September, 1996.
ATLANTIC PHARMACEUTICALS, INC.
By: /s/ Jon D. Lindjord
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Jon D. Lindjord
Chief Executive Officer, President
and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Atlantic
Pharmaceuticals, Inc., a Delaware corporation, do hereby constitute and appoint
Jon D. Lindjord the lawful attorney-in-fact and agent with full power and
authority to do any and all acts and things and to execute any and all
instruments which said attorney and agent, 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 said attorney and agent, 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/ Jon d. Lindjord Chief Executive Officer, September 6, 1996
- --------------------------- President and Director
Jon D. Lindjord (Principal Executive Officer)
/s/ Shimshon Mizrachi Controller September 6, 1996
- --------------------------- (Principal Financial Officer)
Shimshon Mizrachi
II-4
Signature Title Date
- --------- ----- ----
/s/ Steve H. Kanzer Director September 6, 1996
- ------------------------------
Steve H. Kanzer
/s/ Lindsay A. Rosenwald, M.D. Director September 6, 1996
- ------------------------------
Lindsay A. Rosenwald, M.D.
/s/ John K.A. Prendergast Director September 6, 1996
- ------------------------------
John K. A. Prendergast, Ph.D.
/s/ Yiuchi Iwaki Director September 6 , 1996
- ------------------------------
Yiuchi Iwaki, M.D.
II-5
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
ATLANTIC PHARMACEUTICALS, INC.
EXHIBIT INDEX
Exhibit Number Exhibit
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4 Instruments Defining Rights of Stockholders. Reference is made
to Registrant's Registration No. 00-27282 on Form 8-A which is
incorporated herein by reference pursuant to Item 3(b) of this
Registration Statement.
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of KPMG Peat Marwick LLP - Independent Accountants.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 1995 Stock Option Plan.
99.2 Form of Notice of Grant of Stock Option.
99.3 Form of Stock Option Agreement.
99.4 Form of Addendum to Stock Option Agreement (Special Tax
Elections).
99.5 Form of Addendum to Stock Option Agreement (Involuntary
Termination Following Change in Control).
99.6 Form of Addendum to Stock Option Agreement (Limited Stock
Appreciation Rights).
99.7 Form of Notice of Grant of Automatic Stock Option (Initial
Grant).
99.8 Form of Notice of Grant of Automatic Stock Option (Annual
Grant).
99.9 Form of Automatic Stock Option Agreement.