sv8

As filed with the Securities and Exchange Commission on October 27, 2004

Registration No. 333-______

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

SciClone Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)


Delaware		94-3116852

(State or other jurisdiction		(I.R.S. employer identification no.)
of incorporation or organization)

901 Mariner’s Island Boulevard
Suite 205
San Mateo, CA 94404

(Address of principal executive offices) (Zip code)

SciClone Pharmaceuticals, Inc.
2004 Stock Option Plan and 2004 Outside Directors Stock Option Plan

(Full title of the plan)

Richard A. Waldron
Chief Financial Officer
SciClone Pharmaceuticals, Inc.
901 Mariner’s Island Boulevard
Suite 205
San Mateo, CA 94044

(Name and address of agent for service)

Telephone number, including area code, of agent for service: (650) 358-3456.

This registration statement shall hereafter become effective in accordance with Rule 462 promulgated under the Securities Act of 1933, as amended.

CALCULATION OF REGISTRATION FEE


Title of			Proposed maximum		Proposed maximum		Amount of
Securities to be	Amount to be		offering price		aggregate offering		registration
registered¹	registered²		per share³		price³		fee
2004 Stock Option Plan
Common Stock		2,500,000	$	4.32	$	10,800,000.00	$	1,368.36
Par Value $0.001
2004 Outside Directors Stock Option Plan
Common Stock		465,000	$	4.32	$	2,008,800.00	$	254.52
Par Value $0.001
TOTALS:		2,965,000			$	12,808,800.00	$	1,622.88

¹ The securities to be registered include options to acquire Common Stock.

² Pursuant to Rule 416(a), this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or similar transaction.

³ Estimated pursuant to Rule 457 solely for purposes of calculating the registration fee. As to shares under the 2004 Stock Option Plan and 2004 Outside Directors Stock Option Plan, the price is based upon the average of the high and low prices of the registrant’s Common Stock on October 22, 2004, as reported on the Nasdaq National Market.

TABLE OF CONTENTS


PART II
	Item 3. Incorporation of Documents by Reference
	Item 4. Description of Securities
	Item 5. Interests of Named Experts and Counsel
	Item 6. Indemnification of Directors and Officers
	Item 7. Exemption From Registration Claimed
	Item 8. Exhibits
	Item 9. Undertakings
SIGNATURE
EXHIBIT INDEX
EXHIBIT 5
EXHIBIT 23.2

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

SciClone Pharmaceuticals, Inc. (the “Company”) hereby incorporates by reference in this registration statement the following documents:

(a) The Company’s annual report on Form 10-K filed pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), containing audited consolidated financial statements for the Company’s fiscal year ended December 31, 2003 as filed with the Securities and Exchange Commission on March 15, 2004.

(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the document referred to in (a) above.

(c) The description of the Company’s Common Stock contained in the Company’s Registration Statement on Form 8-A filed on January 31, 1992 under the Exchange Act, including any amendment or report filed for the purpose of updating such description.

All 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 to this registration statement which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents.

Item 4. Description of Securities

The class of securities to be offered is registered under Section 12 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel

Inapplicable.

Item 6. Indemnification of Directors and Officers

Section 102(b) of the General Corporation Law of the State of Delaware authorizes a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to a corporation or its stockholders for monetary damages for breach or alleged breach of the director’s “duty of care.” While this statute does not change a director’s duty of care, it enables corporations to limit available relief to equitable remedies such as injunction or rescission. The statute has no effect on a director’s duty of loyalty or liability for acts or omissions not in good faith or involving intentional misconduct or knowing violations of law, illegal payment of dividends or stock redemptions or repurchases, or for any transaction from which the director derives an improper personal benefit. As permitted by the statute, the Company has adopted provisions in its Certificate of Incorporation which eliminate to the fullest extent permissible under Delaware law the personal liability of its

directors to the Company and its stockholders for monetary damages for breach or alleged breach of their duty of care.

Section 145 of the General Corporation Law of the State of Delaware permits indemnification of officers, directors and other corporate agents under certain circumstances and subject to certain limitations. The Company’s Certificate of Incorporation and Bylaws provide that the Company shall indemnify its directors, officers, employees and agents to the full extent permitted by the General Corporation Law of the State of Delaware, including in circumstances in which indemnification is otherwise discretionary under such law. In addition, with the approval of the Board of Directors and the stockholders, the Company has entered into separate indemnification agreements with its directors, officers and certain employees which require the Company, among other things, to indemnify them against certain liabilities which may arise by reason of their status or service (other than liabilities arising from willful misconduct of a culpable nature) and to obtain directors’ and officers’ insurance, if available on reasonable terms.

Section 145 of the General Corporation Law of the State of Delaware provides for indemnification in terms sufficiently broad to indemnify such individuals, under certain circumstances, for liabilities (including reimbursement of expenses incurred) arising under the Securities Act of 1933, as amended (the “Securities Act”).

Item 7. Exemption From Registration Claimed

Inapplicable.

Item 8. Exhibits

See Exhibit Index.

Item 9. Undertakings

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:

(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; 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 (1)(i) and (l)(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 registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2) 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 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.

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 therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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.

SIGNATURE

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 San Mateo, State of California, on October 27, 2004.


		SciClone Pharmaceuticals, Inc.

		By:		/s/ Richard A. Waldron

				Richard A. Waldron
				Chief Financial Officer

SIGNATURES AND POWER OF ATTORNEY

The officers and directors of SciClone Pharmaceuticals, Inc. whose signatures appear below, hereby constitute and appoint Alfred R. Rudolph and Richard A. Waldron, and each of them, their true and lawful attorneys and agents, with full power of substitution, each with power to act alone, to sign and execute on behalf of the undersigned any amendment or amendments to this registration statement on Form S-8, and each of the undersigned does hereby ratify and confirm all that each of said attorney and agent, or their or his substitutes, shall 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 indicated on October 27, 2004.


Signature		Title
/s/ Alfred R. Rudolph, M.D.		President (Principal Executive Officer)
Alfred R. Rudolph, M.D.

/s/ Richard A. Waldron		President (Principal Executive Officer)
Richard A. Waldron

/s/ Richard A. Waldron		Chief Financial Officer (Principal Financial and Accounting Officer)
Richard A. Waldron

/s/ Jere E. Goyan, Ph.D.		Chairman of the Board and Director
Jere E. Goyan, Ph.D.

/s/ John D. Baxter, M.D.		Director
John D. Baxter, M.D.

/s/ Edwin C. Cadman, M.D.		Director
Edwin C. Cadman, M.D.

/s/ Rolf H. Henel		Director
Rolf H. Henel

/s/ Jon S. Saxe		Director
Jon S. Saxe

/s/ Dean S. Woodman		Director
Dean S. Woodman

EXHIBIT INDEX


4.1		Amended and Restated Certificate of Incorporation of the Company is incorporated by reference to Exhibit 3(i).1 to the Company’s Current Report on Form 8-K Report filed with the Securities and Exchange Commission on July 28, 2003.

4.2		Bylaws of the Company are incorporated by reference to Exhibit 3(ii).1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 28, 2003.

4.3		First Amendment to Rights Agreement dated as of July 17, 2003 between the Company and Mellon Investor Services, LLC is incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 28, 2003.

5		Opinion re legality

23.1		Consent of Counsel (included in Exhibit 5)

23.2		Consent of Ernst & Young LLP, Independent Auditors

24		Power of Attorney (included in signature pages to this registration statement)

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