S-8 1 p15702_s-8.txt REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on June 28, 2002 Registration No. 333-______ -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CELLEGY PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in Its Charter) California 82-0429727 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) 349 Oyster Point Boulevard, Suite 200 South San Francisco, California 94080 (Address of Principal Executive Offices) 1995 Equity Incentive Plan 1995 Directors' Stock Option Plan (Full Title of the Plans) K. Michael Forrest Chief Executive Officer Cellegy Pharmaceuticals, Inc. 349 Oyster Point Boulevard, Suite 200 South San Francisco, California 94080 (650) 616-2200 (Name, Address and Telephone Number of Agent For Service) Copies to: C. Kevin Kelso, Esq. Fenwick & West LLP 815 Connecticut Avenue NW Washington, D.C. 20006 CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------- Amount Proposed Maximum Proposed Maximum Amount of to be Offering Price Per Aggregate Offering Registration Title of Securities to be Registered Registered Share Price Fee Common Stock, no par value 1,500,000 (1) $2.10 (2) $3,150,000 $831.60 -----------------------------------------------------------------------------------------------------------------------------
(1) Represents 1,400,000 additional shares that are reserved for issuance upon the exercise of stock options under the Registrant's 1995 Equity Incentive Plan (the "Incentive Plan"). Also includes 100,000 additional shares that are available for issuance under the Registrant's 1995 Directors' Stock Option Plan (the "Directors Plan"). Shares issuable upon exercise of stock options granted under these two plans were originally registered on Form S-8 Registration Statements filed on August 30, 1995, June 14, 1996 (file no. 333-06065), July 29, 1997 (file no. 333-32301), July 31, 1998 (file no. 333-60343) and August 2, 2000 (file no. 333-42840). A total of 3,450,000 shares issuable under the Incentive Plan have previously been registered under the Securities Act of 1933, as amended (the "Securities Act"), and a total of 250,000 shares issuable under the Directors Plan have previously been registered under the Securities Act. (2) Estimated pursuant to Rule 457(c) under the Securities Act, based on the average of the high and low prices of the Registrant's Common Stock as reported by the Nasdaq National Market on June 26, 2002, solely for the purpose of calculating the amount of the registration fee. CELLEGY PHARMACEUTICALS, INC. REGISTRATION STATEMENT ON FORM S-8 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Incorporation of Previous Registration Statements This Registration Statement is being filed with the Securities and Exchange Commission (the "Comission") to include an 1,400,000 shares of the Registrant's common stock covered by the Registrant's 1995 Equity Incentive Plan, as amended (the "Incentive Plan"), and an additional 100,000 shares of the Registrant's common stock covered by the Registrant's 1995 Directors' Stock Option Plan, as amended (the "Directors Plan"). With respect to the Incentive Plan, the contents of the Registrant's registration statement on Form S-8 (file no. 333-42840) previously filed with the Commission on August 2, 2000, are incorporated herein by reference. With respect to the Directors Plan, the contents of the Registrant's registation statement on Form S-8 (file no. 333-42840) previously filed with the Commission on August 2, 2000, are hereby incorporated by reference. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 this 28th day of June, 2002. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints K. Michael Forrest and A. Richard Juelis, and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution, 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 on Form S-8, and to file the same with all exhibits thereto and all 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 and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. CELLEGY PHARMACEUTICALS, INC. By: /s/ K. Michael Forrest K. Michael Forrest Chairman, President, Chief Executive Officer and Director 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 --------- ----- ---- Principal Executive Officer: /s/ K. Micheal Forrest President, Chief Executive Officer June 28, 2002 ------------------------------------ and Director K. Michael Forrest Principal Financial Officer and Principal Accounting Officer: /s/ A. Richard Juelis Vice President, Finance and Chief June 28, 2002 ------------------------------------ Financial Officer A. Richard Juelis Additional Directors: /s/ Felix J. Baker, Ph.D. Director June 28, 2002 ------------------------------------ Felix J. Baker, Ph.D. /s/ Julian C. Baker Director June 28, 2002 ------------------------------------ Julian C. Baker.
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/s/ Jack L. Bowman Director June 28, 2002 ------------------------------------ Jack L. Bowman /s/ Tobi B. Klar, M.D. Director June 28, 2002 ------------------------------------ Tobi B. Klar, M.D. /s/ Ronald J. Saldarini, Ph.D. Director June 28, 2002 ------------------------------------ Ronald J. Saldarini, Ph.D. /s/ Alan A. Steigrod Director June 28, 2002 ------------------------------------ Alan A. Steigrod /s/ Carl R. Thornfeldt, M.D. Director June 28, 2002 ------------------------------------ Carl R. Thornfeldt, M.D. /s/ Larry J. Wells Director June 28, 2002 ------------------------------------ Larry J. Wells
4 Exhibit Index Exhibit No. Description 4.01 Registrant's Amended and Restated Articles of Incorporation (incorporated herein by reference to Exhibit 3.2 to Registrant's Registration Statement on Form SB-2 (Registration No. 33-93288 LA) declared effective on August 11, 1995 (the "SB-2"). 4.02 Registrant's Bylaws, as amended (incorporated herein by reference to Exhibit 3.3 to the SB-2). 4.03 Registrant's 1995 Equity Incentive Plan, as amended. 4.04 Registrant's 1995 Directors' Stock Option Plan, as amended. 5.01 Opinion of Fenwick & West LLP. 23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01). 23.02 Consent of Ernst & Young LLP, Independent Auditors. 24.01 Power of Attorney (see signature page) 5