As filed with the Securities and Exchange Commission on August 9, 1999
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_______________
BIOMARIN PHARMACEUTICAL INC.
(Exact name of Registrant as specified in its charter)
Delaware 68-0397820
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
371 Bel Marin Keys Boulevard,
Suite 210
Novato, California 94949
(415) 884-6700
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
_______________
1997 STOCK PLAN
1998 DIRECTOR OPTION PLAN
1998 EMPLOYEE STOCK PURCHASE PLAN
GLYKO BIOMEDICAL SHARE OPTION PLAN - 1994
(Full title of the Plan)
_______________
Raymond W. Anderson
Chief Financial Officer
BioMarin Pharmaceutical Inc.
371 Bel Marin Keys Boulevard,
Suite 210
Novato, California 94949
(415) 884-6700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
_______________
Copies to:
FRANCIS S. CURRIE, ESQ.
DAN P. DILLON, ESQ.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
(650) 493-9300
_______________
CALCULATION OF REGISTRATION FEE
=================================================================================================================================
Proposed Proposed
Maximum Maximum
Title of Each Class Amount Offering Aggregate Amount of
of Securities to to be Price Offering Registration
be Registered Registered Per Share Price Fee
- ---------------------------------------------------------------------------------------------------------------------------------
1997 Stock Plan
Common Stock, $0.001 par value
(options reserved for future grant) 1,160,104 $11.94 (1) $13,851,641.76 $ 3,850.76
- ---------------------------------------------------------------------------------------------------------------------------------
1997 Stock Plan
Common Stock, $0.001 par value
(options issued and outstanding) 3,831,046 $ 5.70 (2) $21,836,962.20 $ 6,070.68
- ---------------------------------------------------------------------------------------------------------------------------------
Agreements between Registrant and
Certain Optionees under the Glyko
Biomedical Share Option Plan - 1994
Common Stock, $0.001 par value
(options issued and outstanding) 253,109 (3) $ 2.31 (2) $ 584,681.79 $ 162.54
- ---------------------------------------------------------------------------------------------------------------------------------
1998 Director Option Plan
Common Stock, $0.001 par value
(options reserved for future grant) 155,000 $11.94 (1) $ 1,850,700.00 $ 514.49
- ---------------------------------------------------------------------------------------------------------------------------------
1998 Director Option Plan
Common Stock, $0.001 par value
(options issued and outstanding) 45,000 $ 7.00 (2) $ 315,000.00 $ 87.57
- ---------------------------------------------------------------------------------------------------------------------------------
1998 Employee Stock Purchase Plan
Common Stock, $0.001 par value 250,000 $11.94 (1) $ 2,985,000.00 $ 829.83
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL 5,694,259 $41,423,985.75 $11,515.87
=================================================================================================================================
(1) Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
as amended, solely for the purpose of calculating the registration fee. The
computation is based upon the average of the high and low price as reported
on the NASDAQ National Market on August 2, 1999. The indicated number of
shares to be registered represents additional shares issuable under the
listed Plans that are not covered by prior registration statements.
(2) Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
as amended, solely for the purpose of calculating the total registration
fee. Computated based on the weighted average exercise price.
(3) Certain incentive stock options outstanding under the Glyko Biomedical
Share Option Plan - 1994 (the "Glyko Options") are now exercisable for
shares of the Registrant's Common Stock pursuant to separate agreements
between each holder of Glyko Options and Registrant. The Glyko Options were
assumed by the Registrant in connection with the Registrant's acquisition
of Glyko, Inc., effective October 7, 1998.
================================================================================
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
- -------------------------------------------------
There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission:
(a) The Registrant's Registration Statement on Form S-1 (File No.
333-77701), filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), which was declared
effective on July 22, 1999.
(b) Not Applicable.
(c) The description of the Registrant's Common Stock to be offered
hereby is contained in the Registrant's Registration Statement on Form S-1 filed
with the Securities and Exchange Commission on May 4, 1999 (File No. 333-77701),
including any amendments or reports filed for the purpose of updating such
description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to this registration
statement, but 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 in this
registration statement and to be part hereof from the date of filing such
documents.
Item 4. Description of Securities.
--------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Pursuant to Rule 411(b) of the Securities Act of 1933, as amended, we
hereby incorporate by reference Part II Item 14 of the Registrant's Registration
Statement on Form S-1, including all amendments thereto (File No. 333-77701),
filed with the Securities and Exchange Commission on May 4, 1999.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
Exhibit
Number
------
4.1 1997 Stock Plan incorporated herein by reference to the
Registrant's Registration Statement on Form S-1 (File
No. 333-77701) as amended.
II-1
4.2 1998 Director Option Plan incorporated herein by reference
to the Registrant's Registration Statement on Form S-1 (File
333-77701) as amended.
4.3 1998 Employee Stock Purchase Plan incorporated herein by
reference to the Registrant's Registration Statement on Form
S-1 (File 333-77701) as amended.
4.4 Glyko Biomedical Share Option Plan - 1994, filed herewith.
4.5 Form of agreement between Glyko Biomedical Optionees and
Registrant filed herewith.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (Counsel to the Registrant), as to the legality
of securities being registered filed herewith.
23.1 Consent of Arthur Andersen LLP filed herewith.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (contained in Exhibit 5.1).
24.1 Power of Attorney (see Page II-4).
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, 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(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 offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act of 1934) that
is incorporated by reference in the 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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
II-2
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.
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 Novato, State of California on August 9, 1999.
BIOMARIN PHARMACEUTICAL, INC.
By: /s/ Raymond W. Anderson
----------------------------
Raymond W. Anderson
Vice President, Finance and
Administration and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Grant W. Denison, Jr. and Raymond W. Anderson,
jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, 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, or his substitute or substitutes, may do or cause to be done by virtue
hereof.
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 date indicated.
SIGNATURE TITLE DATE
- ------------------------------------------------ ------------------------------ --------------
/s/ Grant W. Denison, Jr. Chief Executive Officer, and August 9, 1999
- -----------------------------------------------
Grant W. Denison, Jr. Chairman of the Board
/s/ Raymond W. Anderson Vice President, Finance and August 9, 1999
- -----------------------------------------------
Raymond W. Anderson Administration and Chief
Financial Officer
/s/ Ansbert S. Gadicke Director August 9, 1999
- -----------------------------------------------
Ansbert S. Gadicke
/s/ Dr. John C. Klock Director August 9, 1999
- -----------------------------------------------
Dr. John C. Klock
/s/ Erich Sager Director August 9, 1999
- -----------------------------------------------
Erich Sager
/s/ Gwynn R. Williams Director August 9, 1999
- -----------------------------------------------
Gwynn R. Williams
II-4
BIOMARIN PHARMACEUTICAL INC.
REGISTRATION STATEMENT ON FORM S-8
----------------------------------
INDEX TO EXHIBITS
Exhibit
Number Description
------- -----------------------------------------
4.1 1997 Stock Plan incorporated herein by reference to the
Registrant's Registration Statement on Form S-1 (File No.
333-77701) as amended.
4.2 1998 Director Option Plan incorporated herein by reference
to the Registrant's Registration Statement on Form S-1 (File
333-77701) as amended.
4.3 1998 Employee Stock Purchase Plan incorporated herein by
reference to the Registrant's Registration Statement on Form
S-1 (File 333-77701) as amended
4.4 Glyko Biomedical Share Option Plan - 1994, filed herewith.
4.5 Form of agreement between Glyko Biomedical Optionees and
Registrant filed herewith.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (Counsel to the Registrant), as to the legality
of securities being registered filed herewith.
23.1 Consent of Arthur Andersen LLP filed herewith.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (contained in Exhibit 5.1).
24.1 Power of Attorney (see Page II-4).