S-8 1 f40872sv8.htm FORM S-8 sv8
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
ONYX PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
 
     
Delaware
(State of incorporation) 		  94-3154463
(I.R.S. Employer Identification No.)
 
2100 Powell Street
Emeryville, California 94608
(510) 597-6500
(Address and telephone number of Principal Executive Offices)
2005 EQUITY INCENTIVE PLAN
(Full title of the plan)
N. Anthony Coles, M.D.
President and Chief Executive Officer
Onyx Pharmaceuticals, Inc.
2100 Powell Street
Emeryville, California 94608
(510) 597-6500
(Name, address, and telephone number of agent for service)
 
Copies to:
Robert L. Jones, Esq.
Michael E. Tenta, Esq.
Cooley Godward Kronish LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, California 94306-2155
(650) 843-5000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
             
Large accelerated filer þ   Accelerated filer o   Non-accelerated filer o   Smaller reporting company o
    (Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
                                             
 
                  Proposed Maximum       Proposed Maximum            
  Title of Securities     Amount to be       Offering Price Per       Aggregate Offering       Amount of    
  To Be Registered     Registered (1)       Share (2)       Price (2)       Registration Fee    
 
Common Stock, par value $0.001 per share
       3,100,000       $ 34.38       $ 106,578,000       $ 4,188.52    
 
(1)   Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall cover any additional shares of Common Stock which become issuable under the plan set forth herein by reason of any stock dividend, stock split, recapitalization or any other similar transaction without receipt of consideration which results in an increase in the number of shares of the registrant’s outstanding Common Stock.
 
(2)   Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) of the Securities Act. The offering price per share and aggregate offering price are based on the average of the high and low prices of the Registrant’s Common Stock as reported on the Nasdaq Global Market on May 9, 2008.
 
 

 

TABLE OF CONTENTS

PART II
EXHIBITS
EXHIBIT INDEX
EXHIBIT 5.1
EXHIBIT 23.1

Table of Contents

PART II
EXPLANATORY NOTE
          This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 3,100,000 shares of Onyx Pharmaceuticals, Inc.’s (the “Company”) Common Stock to be issued pursuant to the Company’s 2005 Equity Incentive Plan, as amended.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
          The following documents filed by Onyx Pharmaceuticals, Inc. with the Securities and Exchange Commission are incorporated by reference into this Registration Statement:
  a)   The Company’s Registration Statement on Form S-8 filed on June 23, 2005, under the Securities Act of 1933, as amended (file No. 333-126089).
 
  b)   The Company’s Registration Statement on Form S-8 filed on May 30, 2006, under the Securities Act of 1933, as amended (file No. 333-134567).
 
  c)   The Company’s Registration Statement on Form S-8 filed on May 25, 2007, under the Securities Act of 1933, as amended (file No. 333-143309).
          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.

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EXHIBITS
     
Exhibit
Number
   
 
4.1(1)  
Restated Certificate of Incorporation.
   
 
4.2(4)  
Bylaws of the Company.
   
 
4.3(2)  
Certificate of Amendment to Amended and Restated Certificate of Incorporation.
   
 
4.4(3)  
Certificate of Amendment to Amended and Restated Certificate of Incorporation.
   
 
4.5(1)  
Specimen Stock Certificate.
   
 
5.1  
Opinion of Cooley Godward Kronish LLP.
   
 
23.1  
Consent of Independent Registered Public Accounting Firm.
   
 
23.2  
Consent of Cooley Godward Kronish LLP. Reference is made to Exhibit 5.1.
   
 
24.1  
Power of Attorney. Reference is made to the signature pages.
   
 
99.1(4)  
2005 Equity Incentive Plan.
 
(1)   Previously filed as an exhibit to Onyx’s Registration Statement on Form SB-2 (No. 333-3176-LA), and incorporated herein by reference.
 
(2)   Previously filed as an exhibit to Onyx’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2000, and incorporated herein by reference.
 
(3)   Previously filed as an exhibit to Onyx’s Registration Statement on Form S-8 (No. 333- 134565), filed on May 30, 2006 and incorporated herein by reference.
 
(4)   Previously filed as an exhibit to Onyx’s Current Report on Form 8-K filed on May 15, 2008.

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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 Emeryville, State of California, on the 14th day of May, 2008.
         
  ONYX PHARMACEUTICALS, INC.
 		  
  By:   /s/ N. Anthony Coles    
    N. Anthony Coles   
    President and Chief Executive Officer   
 
POWER OF ATTORNEY
          KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints N. Anthony Coles, M.D. and Gregory W. Schafer, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her 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 or her 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/ N. Anthony Coles
 
N. Anthony Coles
  Director, President and Chief Executive Officer
(Principal Executive Officer) 		  May 14, 2008
 
        
/s/ Gregory W. Schafer
 
Gregory W. Schafer
  Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) 		  May 14, 2008
 
        
/s/ Paul Goddard
 
Paul Goddard
  Lead Director     May 14, 2008
 
        
/s/ Antonio Grillo-López
 
Antonio Grillo-López
  Director     May 14, 2008
 
        
/s/ Magnus Lundberg
 
Magnus Lundberg
  Director     May 14, 2008
 
        
/s/ Corinne Lyle
 
Corinne Lyle
  Director     May 14, 2008
 
        
/s/ Wendell Wierenga
 
Wendell Wierenga
  Director     May 14, 2008
 
        
/s/ Thomas G. Wiggans
 
Thomas G. Wiggans
  Director     May 14, 2008

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EXHIBIT INDEX
     
Exhibit
Number
   
 
4.1(1)  
Restated Certificate of Incorporation.
   
 
4.2(4)  
Bylaws of the Company.
   
 
4.3(2)  
Certificate of Amendment to Amended and Restated Certificate of Incorporation.
   
 
4.4(3)  
Certificate of Amendment to Amended and Restated Certificate of Incorporation.
   
 
4.5(1)  
Specimen Stock Certificate.
   
 
5.1  
Opinion of Cooley Godward Kronish LLP.
   
 
23.1  
Consent of Independent Registered Public Accounting Firm.
   
 
23.2  
Consent of Cooley Godward Kronish LLP. Reference is made to Exhibit 5.1.
   
 
24.1  
Power of Attorney. Reference is made to the signature pages.
   
 
99.1(4)  
2005 Equity Incentive Plan.
 
(1)   Previously filed as an exhibit to Onyx’s Registration Statement on Form SB-2 (No. 333-3176-LA), and incorporated herein by reference.
 
(2)   Previously filed as an exhibit to Onyx’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2000, and incorporated herein by reference.
 
(3)   Previously filed as an exhibit to Onyx’s Registration Statement on Form S-8 (No. 333- 134565), filed on May 30, 2006 and incorporated herein by reference.
 
(4)   Previously filed as an exhibit to Onyx’s Current Report on Form 8-K filed on May 15, 2008.