-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CfnJD0xb96sNCDZ+RNPEWahxrjj3QMp9+OCQKpIBqsLbWMHkcO2+bpq/hYTYm1g6 cbw42cJN92CwRdFQwXu6mw== 0001012870-00-000879.txt : 20000221 0001012870-00-000879.hdr.sgml : 20000221 ACCESSION NUMBER: 0001012870-00-000879 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TULARIK INC CENTRAL INDEX KEY: 0000889057 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 943148800 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 333-95605 FILM NUMBER: 549630 BUSINESS ADDRESS: STREET 1: TWO CORPORATE DRIVE CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 6508257300 MAIL ADDRESS: STREET 1: TWO CORPORATE DRIVE CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 POS AM 1 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 As filed with the Securities and Exchange Commission on February 18, 2000 Registration No. 333-95605 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _____________________________ Tularik Inc. (Exact name of registrant as specified in its charter) _____________________________ Delaware Two Corporate Drive 94-3148800 (State of Incorporation) South San Francisco, California 94080 (I.R.S. Employer Identification No.) (650) 825-7000 (Address and telephone number of principal executive offices)
________________________________ David V. Goeddel Chief Executive Officer Tularik Inc. Two Corporate Drive South San Francisco, California 94080 (650) 825-7000 ________________________________ (Name, address, including zip code, and telephone number, including area code, of agent for service) ____________________ Copies to: Suzanne Sawochka Hooper, Esq. Stephen N. Rosenfield, Esq. Cooley Godward, LLP 5 Palo Alto Square 3000 El Camino Real Palo Alto, California 94306 (650) 843-5000 ____________________ Approximate date of proposed sale to the public: As soon as practicable after the Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), check the following box.[_] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.[_] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement number for the same offering.[_] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering.[X] If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.[_] Expanatory Note The purpose of this post-effective Amendment No. 1 to the Registration Statement is to file a corrected Exhibit 5.1 to the Registration Statement. Item 8. EXHIBITS Exhibit Number ------ 3.1* Amended and Restated Certificate of Incorporation. 3.2* Amended and Restated Bylaws. 4.1* Specimen Common Stock Certificate. 5.1 Opinion of Cooley Godward LLP. 23.1** Consent of Ernst & Young LLP, Independent Auditors. 23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1. 24.1** Power of Attorney. Reference is made to the Signature Page. 99.1* 1991 Equity Incentive Plan. 99.2* 1997 Equity Incentive Plan. 99.3* 1997 Non-Employee Directors' Stock Option Plan. 99.4** Amplicon Corp. Stock Option Plan. 99.5** Tularik Matching Plan. 99.6* 1999 Employee Stock Purchase Plan. ______________________ * Filed as an exhibit to the Company's Registration Statement on Form S-1 (No. 333-89177), as amended through the date hereof, and incorporated herein by reference. ** Filed as an exhibit to the Company's Registration Statement on Form S-8 (No. 333-95605) and incorporated herein by reference. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this post-effective Amendment No. 1 to the 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 the 18th day of February, 2000. TULARIK INC. By: /s/ Corinne H. Lyle ----------------------------- Corinne H. Lyle Chief Financial Officer In accordance with the requirements of the Securities Act of 1933, as amended, this post-effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date * Chief Executive Officer and Director February 18, 2000 - ---------------------------------------- (Principal Executive Officer) David V. Goeddel /s/ Corinne H. Lyle Chief Financial Officer February 18, 2000 - ---------------------------------------- (Principal Finance and Accounting Officer) Corinne H. Lyle * Director February 18, 2000 - ---------------------------------------- A. Grant Heidrich, III * Director February 18, 2000 - ---------------------------------------- Mark J. Levin * Director February 18, 2000 - ---------------------------------------- Paul A. Marks * Director February 18, 2000 - ---------------------------------------- Edward R. McCracken * Director February 18, 2000 - ---------------------------------------- Steven L. McKnight * Director February 18, 2000 - ---------------------------------------- Peter J. Sjostrand * By /s/ Corinne H. Lyle - ---------------------------------------- Attorney-in-fact
EXHIBIT INDEX Exhibit Number ------- 3.1* Amended and Restated Certificate of Incorporation. 3.2* Amended and Restated Bylaws. 4.1* Specimen Common Stock Certificate. 5.1 Opinion of Cooley Godward LLP. 23.1** Consent of Ernst & Young LLP, Independent Auditors. 23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1. 24.1** Power of Attorney. Reference is made to the Signature Page. 99.1* 1991 Equity Incentive Plan. 99.2* 1997 Equity Incentive Plan. 99.3* 1997 Non-Employee Directors' Stock Option Plan. 99.4** Amplicon Corp. Stock Option Plan. 99.5** Tularik Matching Plan. 99.6* 1999 Employee Stock Purchase Plan. _______________________ * Filed as an exhibit to the Company's Registration Statement on Form S-1 (No. 333-89177), as amended through the date hereof, and incorporated herein by reference. ** Filed as an exhibit to the Company's Registration Statement on Form S-8 (No. 333-95605) and incorporated herein by reference. EX-5.1 2 OPINION OF COOLEY GODWARD LLP EXHIBIT 5.1 [COOLEY GODWARD LETTERHEAD] January 28, 2000 Tularik Inc. Two Corporate Drive South San Francisco, CA 94080 Ladies and Gentlemen: You have requested our opinion with respect to certain matters in connection with the filing by Tularik Inc. (the "Company") of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission covering the offering of up to 7,200,800 shares of the Company's Common Stock, $.001 par value (the "Shares"). In connection with this opinion, we have examined the Registration Statement, your Certificate of Incorporation and By-laws, as amended, and such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Registration Statement, will be validly issued, fully paid and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full). We consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, Cooley Godward LLP By: /s/ Matthew B. Hemington ----------------------------- Matthew B. Hemington, Esq. -----END PRIVACY-ENHANCED MESSAGE-----