As filed with the Securities and Exchange Commission on July 20, 2001
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTRABIOTICS PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 94-3200380 |
| (State of Incorporation) | (I.R.S. Employer Identification No.) |
1245 Terra Bella Avenue
Mountain View, CA 94043
(Address of principal executive offices)
2000 Equity Incentive Plan
2000 Employee Stock Purchase Plan
(Full title of the plans)
Kenneth J. Kelley
President and Chief Executive Officer
IntraBiotics Pharmaceuticals, Inc.
1245 Terra Bella Avenue
Mountain View, CA 94043
(650) 526 - 6800
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Robert L. Jones
Laura A. Berezin
COOLEY GODWARD LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94306
(650) 843 - 5000
CALCULATION OF REGISTRATION FEE
| Title of Securities to be Registered |
Amount to be Registered |
Proposed Maximum Offering Price Per Share(1) |
Proposed Maximum Aggregate Offering Price(1) |
Amount of Registration Fee |
||||
| Stock Options and Common Stock (par value $.001) |
1,683,910 shares | $0.975 | $1,641,812 | $410 | ||||
The chart below details the calculations of the registration fee:
| Securities | Number of Shares | Proposed Maximum Offering Price Per Share |
Proposed Maximum Aggregate Offering Price |
|||
| Shares issuable pursuant to the 2000 Equity Incentive Plan |
1,634,623 | $0.975 | $1,593,757 | |||
| Shares issuable pursuant to the 2000 Employee Stock Purchase Plan |
49,287 | $0.975 | $ 48,055 | |||
| Proposed Maximum Offering Price | $1,641,812 | |||||
| Registration Fee | $ 410 | |||||
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8 NO. 333-40524
The contents of Registration Statement on Form S-8 (No. 333-40524) filed with the Securities and Exchange Commission on June 30, 2000 are incorporated by reference herein.
Exhibit Number |
||
|---|---|---|
| 5.1 | Opinion of Cooley Godward LLP. | |
| 23.1 | Consent of Ernst & Young LLP, Independent Auditors. | |
| 23.2 | Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this Registration Statement. | |
| 24.1 | Power of Attorney is contained on the signature pages. | |
| 99.1 | 2000 Equity Incentive Plan and related documents. | |
| 99.2 | * | 2000 Employee Stock Purchase Plan and related documents. |
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 Mountain View, State of California, on July 20, 2001.
| INTRABIOTICS PHARMACEUTICALS, INC. | ||||
By: |
/s/ Kenneth J. Kelley Kenneth J. Kelley Chairman of the Board, President and Chief Executive Officer |
|||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kenneth J. Kelley and Gary Titus, 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.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date |
||
|---|---|---|---|---|
| /s/ KENNETH J. KELLEY KENNETH J. KELLEY |
Chairman of the Board, President, Chief Executive Officer (Principal Executive Officer) | July 20, 2001 | ||
/s/ GARY TITUS GARY TITUS |
Sr. Director of Finance (Principal Financial Officer and Accounting Officer) |
July 20, 2001 |
||
/s/ JANE E. SHAW JANE E. SHAW |
Director |
July 20, 2001 |
||
/s/ MICHAEL F. BIGHAM MICHAEL F. BIGHAM |
Director |
July 20, 2001 |
||
/s/ FRITZ BUHLER FRITZ BUHLER |
Director |
July 20, 2001 |
||
/s/ KATHLEEN D. LAPORTE KATHLEEN D. LAPORTE |
Director |
July 20, 2001 |
||
/s/ GARY A. LYONS GARY A. LYONS |
Director |
July 20, 2001 |
||
/s/ LIZA PAGE NELSON LIZA PAGE NELSON |
Director |
July 20, 2001 |
/s/ JOHN M. PADFIELD JOHN M. PADFIELD |
Director |
July 20, 2001 |
||
/s/ JACK S. REMINGTON JACK S. REMINGTON |
Director |
July 20, 2001 |
Exhibit Number |
Description |
|
|---|---|---|
| 5.1 | Opinion of Cooley Godward LLP. | |
| 23.1 | Consent of Ernst & Young LLP, Independent Auditors. | |
| 23.2 | Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this Registration Statement. | |
| 24.1 | Power of Attorney is contained on the signature pages. | |
| 99.1 | 2000 Equity Incentive Plan and related documents. | |
| 99.2 | * | 2000 Employee Stock Purchase Plan and related documents. |