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As filed with the Securities and Exchange Commission on June 30, 2000
REGISTRATION NO. 333-____
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
GELTEX PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-3136767
(State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)
153 SECOND AVENUE, WALTHAM, MASSACHUSETTS 02451 (781) 290-5888
(Address and telephone number of registrant's principal executive offices)
1992 EQUITY INCENTIVE PLAN
(Full Title of the Plan)
MARK SKALETSKY, PRESIDENT AND CHIEF EXECUTIVE OFFICER
GelTex Pharmaceuticals, Inc.
153 Second Avenue
Waltham, Massachusetts 02451
(781) 290-5888
(Name, address and telephone number of agent for service)
with copies to:
LYNNETTE C. FALLON, ESQUIRE
Palmer & Dodge LLP
One Beacon Street
Boston, Massachusetts 02108
(617) 573-0100
CALCULATION OF REGISTRATION FEE
Title of each class of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per aggregate offering registration fee
share (1) price (1)
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Common Stock, $0.01 par value 1,300,000 shares (2) $19.53125 $25,390,625 $6,703.13
- ----------------------------------------------------------------------------------------------------------------------
======================================================================================================================
(1) Estimated solely for the purpose of determining the registration fee and
computed pursuant to Rule 457(h) based upon the average of the high and low
sale prices on June 26, 2000 as reported by the Nasdaq National Market.
(2) This Registration Statement registers an additional 1,300,000 shares under
the 1992 Equity Incentive Plan, under which 2,730,585 shares have been
previously registered (SEC File Nos. 333-08535 and 333-60703).
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STATEMENT REGARDING INCORPORATION BY REFERENCE FROM EFFECTIVE REGISTRATION
STATEMENT.
Pursuant to Instruction E to Form S-8, the contents of the Registrant's
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission on August 5, 1998 (File No. 333-60703) relating to the registration
of (a) 1,025,000 additional shares of the Registrant's Common Stock, $0.01 par
value per share (the "Common Stock") authorized for issuance under the
Registrant's 1992 Equity Incentive Plan (the "Plan") and (b) 178,688 shares of
the Registrant's Common Stock authorized for issuance upon exercise of certain
of the Registrant's Non-Statutory Stock Options, are incorporated by reference
in their entirety in this Registration Statement, except as to the items set
forth below. This Registration Statement provides for the registration of an
additional 1,300,000 shares of the Registrant's Common Stock to be issued under
the Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
See Exhibit Index on page 4.
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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 Waltham, State of Massachusetts, on this 29th day of
June 2000.
GELTEX PHARMACEUTICALS, INC.
By: /s/ Mark Skaletsky
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Mark Skaletsky
President
POWER OF ATTORNEY
We, the undersigned officers and directors of GelTex Pharmaceuticals, Inc.
hereby severally constitute and appoint Mark Skaletsky and Joann Nestor, and
each of them singly, our true and lawful attorneys-in-fact, with full power to
them in any and all capacities, to sign any and all amendments to this
Registration Statement on Form S-8 including any post-effective amendments
thereto, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact may 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 below by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Mark Skaletsky President (Principal Executive Officer) June 29, 2000
- ------------------------------------ and Director
Mark Skaletsky
/s/ Paul J. Mellett, Jr. Vice President Administration and Finance June 29, 2000
- ------------------------------------ (Principal Financial and Accounting Officer)
Paul J. Mellett, Jr.
/s/ Robert J. Carpenter Director June 29, 2000
- ------------------------------------
Robert J. Carpenter
Director June __, 2000
- ------------------------------------
J. Richard Crout
/s/ Henri A. Termeer Director June 29, 2000
- ------------------------------------
Henri A. Termeer
/s/ Jesse Treu Director June 29, 2000
- ------------------------------------
Jesse Treu
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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4.1 Amended and Restated By-Laws of Registrant Filed as Exhibit 3.3 to Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1995 and
incorporated herein by reference.
4.2 Specimen certificate for shares of common stock of Registrant Filed as Exhibit 4.1 to
Registrant's Registration Statement on Form S-1 (File No. 33-97322) and incorporated herein by
reference.
4.3 Amended and Restated Facility One Term Note issued by Registrant to Fleet National Bank, dated
as of May 21, 1997. Filed as Exhibit 4.1 to Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998 and incorporated herein by reference.
4.4 Second Loan Modification Agreement between Registrant and Fleet National Bank, dated as of June
30, 1998. Filed as Exhibit 4.2 to Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998 and incorporated herein by reference.
4.5 Letter Agreement between Registrant and Fleet National Bank dated October 4, 1999. Filed as
Exhibit 4.1 to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30,
1999 and incorporated herein by reference.
4.6 Promissory Note, dated October 4, 1999 issued by Registrant to Fleet National Bank.
Filed as Exhibit 4.2 to Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999 and incorporated herein by reference.
5 Opinion of Palmer & Dodge LLP as to the legality of the securities registered hereunder.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of PricewaterhouseCoopers LLP, independent accountants.
23.3 Consent of Palmer & Dodge LLP (contained in opinion filed as Exhibit 5 hereto).
24 Power of Attorney (set forth on the signature page of this Registration Statement).
99.1 Registrant's Amended and Restated 1992 Equity Incentive Plan.
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