AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 5, 1999
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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ALGOS PHARMACEUTICAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 22-3142274
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1333 CAMPUS PARKWAY
NEPTUNE, NEW JERSEY 07753-6815
(Address of principal (Zip Code)
executive offices)
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ALGOS PHARMACEUTICAL CORPORATION 1996 STOCK OPTION PLAN
(Full title of the Plan)
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JOHN W. LYLE
ALGOS PHARMACEUTICAL CORPORATION
1333 CAMPUS PARKWAY
NEPTUNE, NEW JERSEY 07753-6815
(732) 938-5959
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
RAYMOND Y. LIN
LATHAM & WATKINS
885 THIRD AVENUE
SUITE 1000
NEW YORK, NEW YORK 10022
(212) 906-1200
CALCULATION OF REGISTRATION FEE
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Amount Proposed Proposed
of Shares Maximum Maximum Amount of
Title of Securities to be Offering Price Aggregate Registration
to be Registered Registered(1) Per Share(2) Offering Price(2) Fee
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Common Stock 800,000 $20.00; $23.13; $24.25; $25.25; $25.50; $25.84; $23,329,974.25 $6,485.73
$.01 par value $25.88; $26.88; $27.00; $27.13; $27.88; $30.69;
$31.00; $31.25; $31.94; $32.00; $32.25; $34.88;
$35.25; $35.50; $37.25; $27.25
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(1) Represents the number of additional shares of the Company's common stock,
par value $.01 per share, authorized for issuance under the First Amendment
to the Company's 1996 Stock Option Plan, as approved by the stockholders on
June 9, 1998.
(2) For purposes of computing the registration fee only. Pursuant to Rule
457(c) and (h)(1), the Proposed Maximum Offering Price Per Share is based
upon (a) the exercise price per share of $20.00 of outstanding options for
600 shares, (b) the exercise price per share of $23.13 of outstanding
options for 500 shares, (c) the exercise price per share of $24.25 of
outstanding options for 340 shares, (d) the exercise price per share of
$25.25 of outstanding options for 90 shares, (e) the exercise price per
share of $25.50 of outstanding options for 500 shares, (f) the exercise
price per share of $25.84 of outstanding options for 19,000 shares, (g)
the exercise price per share of $25.88 of outstanding options for 150
shares, (h) the exercise price per share of $26.88 of outstanding
options for 6,000 shares, (i) the exercise price per share of $27.00 of
outstanding options for 60 shares, (j) the exercise price per share of
$27.13 of outstanding options for 500 shares, (k) the exercise price per
share of $27.88 of outstanding options for 4,500 shares, (l) the exercise
price per share of $30.69 of outstanding options for 100,000 shares, (m)
the exercise price per share of $31.00 of outstanding options for 1,200
shares, (n) the exercise price per share of $31.25 of outstanding options
for 500 shares, (o) the exercise price per share of $31.94 of outstanding
options for 1,500 shares, (p) the exercise price per share of $32.00 of
outstanding options for 40,000 shares, (q) the exercise price per share of
$32.25 of outstanding options for 100,500 shares, (r) the exercise price
per share of $34.88 of outstanding options for 2,000 shares, (s) the
exercise price per share of $35.25 of outstanding options for 500 shares,
(t) the exercise price per share of $35.50 of outstanding options for
60,000 shares, (u) the exercise price per share of $37.25 of outstanding
options for 100 shares and (v) the exercise price per share of $27.25
of outstanding options for 460,920 shares, representing the average of
the high and low prices for the Company's Common Stock reported on the
composite tape for the NASDAQ National Market System on February 1, 1999.
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EXPLANATORY NOTE
On June 23, 1997, Algos Pharmaceutical Corporation, a Delaware corporation
(the "Company") registered 887,270 shares of its $.01 par value common stock
(the "Common Stock") to be offered or sold to participants under the Company's
1994 Stock Option Plan, 1996 Stock Option Plan (the "1996 Plan") and 1996
Non-Employee Director Stock Option Plan on Form S-8 (File No. 333-29853). This
registration statement is being filed pursuant to General Instruction E on Form
S-8 (Registration of Additional Securities) in order to register an additional
800,000 shares of Common Stock, which may be offered or sold to participants
under the 1996 Plan pursuant to the First Amendment to the 1996 Plan, as
approved by the Company's stockholders on June 9, 1998.
INCORPORATION BY REFERENCE
The contents of the Registration Statement (File No. 333-29853) with
respect to 887,270 shares of Common Stock are hereby incorporated by reference.
EXHIBITS
5(a) Opinion of Latham & Watkins as to the legality of the Common Stock
being registered.
23(a) Consent of PricewaterhouseCoopers LLP.
23(b) Consent of Latham & Watkins. (Included in Exhibit 5(a)).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies it has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Neptune, State of New Jersey, on February 4, 1999.
ALGOS PHARMACEUTICAL CORPORATION
By: /s/ John W. Lyle
_________________________________________________
John W. Lyle
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, hereby constitutes and appoints John W. Lyle his true and lawful
attorney-in-fact and agent, with full power of substitution and reimbursement,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments or supplements 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 attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
necessary or appropriate to be done with respect to this Registration Statement
or any amendments or supplements hereto in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
their respective capacities with Algos Pharmaceutical Corporation and on the
date indicated.
Signature Title Date Signed
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/s/ John W. Lyle President, Chief Executive February 4, 1999
_______________________ Officer and Director
John W. Lyle (Principal Executive Officer)
/s/ Gary R. Anthony Chief Financial Officer February 4, 1999
_______________________ (Principal Financial and
Gary R. Anthony Accounting Officer)
/s/ James R. Ledley Assistant Secretary and February 4, 1999
_______________________ Director
James R. Ledley
/s/ Donald G. Drapkin Director February 4, 1999
_______________________
Donald G. Drapkin
/s/ Roger H. Kimmel Director February 4, 1999
_______________________
Roger H. Kimmel
/s/ Dieter A. Sulser Director February 4, 1999
_______________________
Dieter A. Sulser
/s/ Michael Hyatt Director February 4, 1999
_______________________
Michael Hyatt
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EXHIBIT INDEX
5(a) Opinion of Latham & Watkins as to the legality of the Common
Stock being registered.
23(a) Consent of PricewaterhouseCoopers LLP.
23(b) Consent of Latham & Watkins. (Included in Exhibit 5(a)).
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