As filed with the Securities and Exchange Commission on January 28, 2000
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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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Tularik Inc.
(Exact name of registrant as specified in its charter)
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Delaware Two Corporate Drive 94-3148800
(State of Incorporation) South San Francisco, California 94080 (I.R.S. Employer Identification No.)
(650) 825-7000
(Address and telephone number of principal executive offices)
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1991 Equity Incentive Plan
1997 Equity Incentive Plan
1997 Non-Employee Directors' Stock Option Plan
Amplicon Corp. Stock Option Plan
Tularik Matching Plan
1999 Employee Stock Purchase Plan
(Full title of the plans)
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David V. Goeddel
Chief Executive Officer
Tularik Inc.
Two Corporate Drive
South San Francisco, California 94080
(650) 825-7000
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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:
Suzanne Sawochka Hooper, Esq.
Stephen N. Rosenfield, Esq.
Cooley Godward, LLP
5 Palo Alto Square
3000 El Camino Real
Palo Alto, California 94306
(650) 843-5000
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CALCULATION OF REGISTRATION FEE
Title of Securities Amount to be Proposed Maximum Offering Price Proposed Maximum Aggregate Amount of
to be Registered Registered Per Share (1) Offering Price (1) Registration Fee
Stock Options and 7,200,800 $0.03 - $51.81 $163,627,693.70 $43,197.71
Common Stock
(par value $.001)
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h). The offering price per share and
aggregate offering price are based upon (a) with respect to the shares
subject to outstanding options granted under the Company's 1991 Equity
Incentive Plan, 1997 Equity Incentive Plan, 1997 Non-Employee Directors'
Stock Option Plan, Amplicon Corp. Stock Option Plan and certain options
granted outside the Company's plans, the weighted average exercise price for
such outstanding options (pursuant to Rule 457(h) under the Securities Act
of 1933, as amended (the "Securities Act")) or (b) for shares available for
future grant or purchase under the Company's 1997 Equity Incentive Plan,
1997 Non-Employee Directors' Stock Option Plan, Tularik Matching Plan and
1999 Employee Stock Purchase Plan, the average of the high and low prices
of the Company's Common stock on January 21, 2000 as reported on the
NASDAQ National Market (pursuant to Rule 457(c) under the Securities Act).
The following chart illustrates the calculation of the registration fee:
Securities Number of Offering Price Aggregate Offering
Securities per Share Price
- ------------------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding 4,273,531 $ 2.80 $ 11,965,886.80
options under the 1991 Equity Incentive Plan,
1997 Equity Incentive Plan, 1997 Non-Employee
Directors' Stock Option Plan, Amplicon Corp.
Stock Option Plan and certain options granted
outside the Company's plans
Common Stock reserved for future grant under the 2,227,269 $51.81 $115,394,806.90
1997 Equity Incentive Plan and 1997 Non-Employee
Directors' Stock Option Plan.
Common Stock available for issuance under the Tularik 700,000 $51.81 $ 36,267,000.00
Matching Plan and 1999 Employee Stock Purchase
Plan
Total 7,200,800 $163,627,693.70
Registration Fee $ 43,197.71
PART II
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Tularik Inc. (the "Company") with the
Securities and Exchange Commission are incorporated by reference into this
Registration Statement:
(a) The Company's latest prospectus filed pursuant to Rule 424(b) under the
Securities Act, that contains audited financial statements for the Company's
latest fiscal year for which such statements have been filed.
(b) The description of the Company's Common Stock contained in the
Company's latest prospectus filed under the Securities Exchange Act of 1934 (the
"Exchange Act"), including any amendment or report filed for the purpose of
updating such description.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.
Item 4. DESCRIPTION OF SECURITIES
Inapplicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the Common Stock offered hereby will be passed upon for the
Company by Cooley Godward LLP, Palo Alto, California. As of the date of this
Registration Statement, certain partners and associates of Cooley Godward LLP
own an aggregate of 13,514 shares of the Company's Common Stock through
investment partnerships.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by Delaware law, the Company's amended and restated
certificate of incorporation provides that no director of the Company will be
personally liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability:
. for any breach of duty of loyalty to the Company or to its stockholders;
. for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law;
. for unlawful payment of dividends or unlawful stock repurchases or
redemptions under Section 174 of the Delaware General Corporation Law;
or
. for any transaction from which the director derived an improper personal
benefit.
The Company's amended and restated certificate of incorporation further
provides that the Company must indemnify its directors and executive officers
and may indemnify its other officers and employees and agents to the fullest
extent permitted by Delaware law. The Company believes that indemnification
under its amended and restated certificate of incorporation covers negligence
and gross negligence on the part of indemnified parties.
The Company has entered into indemnification agreements with each of its
directors and certain officers. These agreements, among other things, require
the Company to indemnify each director and officer for certain expenses
including attorney's fees, judgments, fines and settlement amounts incurred by
any such person in any action or proceeding, including any action by or in the
right of the Company, arising out of the person's services as
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its director or officer of the Company or any subsidiary of the Company or any
other company or enterprise to which the person provides services at the
Company's request.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
Item 8. EXHIBITS
Exhibit
Number
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3.1* Amended and Restated Certificate of Incorporation.
3.2* Amended and Restated Bylaws.
4.1* Specimen Common Stock Certificate.
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Cooley Godward llp. Reference is made to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to the Signature Page.
99.1* 1991 Equity Incentive Plan.
99.2* 1997 Equity Incentive Plan.
99.3* 1997 Non-Employee Directors' Stock Option Plan.
99.4 Amplicon Corp. Stock Option Plan.
99.5 Tularik Matching Plan.
99.6* 1999 Employee Stock Purchase Plan.
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* Filed as an exhibit to the Company's Registration Statement on Form S-1 (No.
333-89177), as amended through the date hereof, and incorporated herein by
reference.
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UNDERTAKINGS
1. The undersigned registrant hereby undertakes:
(a) 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
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the 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 the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (a)(i) and (a)(ii) do 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 issuer pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference herein.
(b) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) 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
offering.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to
be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities 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 Securities Act and will be governed by
the final adjudication of such issue.
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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 South San Francisco, State of California, on January
28, 2000.
TULARIK INC.
By:/s/ David V. Goeddel
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David V. Goeddel
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David V. Goeddel and Corinne H. Lyle, and
each or any one of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his 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 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 substitutes or substitute, 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 the
capacities and on the dates indicated.
Signature Title Date
Chief Executive Officer and January 28, 2000
/s/ David V. Goeddel Director (Principal Executive
- ------------------------------------ Officer)
David V. Goeddel
/s/ Corinne H. Lyle Chief Financial Officer (Principal January 28, 2000
- ------------------------------------ Financial and Accounting Officer)
Corinne H. Lyle
/s/ A. Grant Heidrich, III
- ------------------------------------ Director January 28, 2000
A. Grant Heidrich, III
- ------------------------------------ Director January 28, 2000
Mark J. Levin
- ------------------------------------ Director January 28, 2000
Paul A. Marks
/s/ Edward R. McCracken
- ------------------------------------ Director January 28, 2000
Edward R. McCracken
/s/ Steven L. McKnight
- ------------------------------------ Director January 28, 2000
Steven L. McKnight
/s/ Peter J. Sjostrand
- ------------------------------------ Director January 28, 2000
Peter J. Sjostrand
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EXHIBIT INDEX
Exhibit
Number
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3.1* Amended and Restated Certificate of Incorporation.
3.2* Amended and Restated Bylaws.
4.1* Specimen Common Stock Certificate.
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Cooley Godward llp. Reference is made to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to the Signature Page.
99.1* 1991 Equity Incentive Plan.
99.2* 1997 Equity Incentive Plan.
99.3* 1997 Non-Employee Directors' Stock Option Plan.
99.4 Amplicon Corp. Stock Option Plan.
99.5 Tularik Matching Plan.
99.6* 1999 Employee Stock Purchase Plan.
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* Filed as an exhibit to the Company's Registration Statement on Form S-1 (No.
333-89177), as amended through the date hereof, and incorporated herein by
reference.
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