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
AEROGEN, INC.
(Exact name of registrant as specified in its charter)
| Delaware (State of Incorporation) |
33-0488580 (I.R.S. Employer Identification No.) |
1310 Orleans Drive
Sunnyvale, CA 94089
(Address of principal executive offices)
2000 Equity Incentive Plan
2000 Employee Stock Purchase Plan
(Full title of the plans)
Carol A. Gamble
Vice President and General Counsel
AeroGen, Inc.
1310 Orleans Drive
Sunnyvale, CA 94089
(408) 543-2400
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Robert J. Brigham
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 Offering Price per Share (1) |
Proposed Maximum Aggregate Offering Price (1) |
Amount of Registration Fee |
||||
|---|---|---|---|---|---|---|---|---|
| Stock Options and Common Stock (par value $.001) | 1,126,876 shares | $4.57 | $5,149,824 | $1,288 | ||||
The chart below details the calculations of the registration fee:
| Securities |
Number of Shares |
Proposed Offering Price Per Share |
Proposed Maximum Aggregate Offering Price |
|||||
|---|---|---|---|---|---|---|---|---|
| Shares issuable pursuant to the 2000 Equity Incentive Plan | 921,989 | $ | 4.57 | $ | 4,213,490 | |||
| Shares issuable pursuant to the 2000 Employee Stock Purchase Plan | 204,887 | $ | 4.57 | $ | 936,334 | |||
| Proposed Maximum Offering Price | $ | 5,149,824 | ||||||
| Registration Fee | $ | 1,288 | ||||||
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8 NO. 333-50038
The contents of Registration Statement on Form S-8 No. 333-50038 filed with the Securities and Exchange Commission on November 16, 2000 are incorporated by reference herein.
INTERESTS OF NAMED EXPERTS AND COUNSEL
Carol A. Gamble, Vice President and General Counsel of the Company, has provided the Company an opinion as to the validity of the Common Stock offered hereby. Ms. Gamble has options to purchase 150,000 shares of the Company Common Stock.
| Exhibit Number |
|
|
|---|---|---|
| 5.1 | Opinion of Counsel. | |
23.1 |
Consent of Independent Accountants. |
|
23.2 |
Consent of Counsel 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 Sunnyvale, State of California, on July 20, 2001.
| AEROGEN, INC. | |||
By: |
/s/ JANE E. SHAW Jane E. Shaw Chairman and Chief Executive Officer (Principal Executive Officer) |
||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Carol A. Gamble and Deborah K. Karlson 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/ JANE E. SHAW JANE E. SHAW |
Chairman, Chief Executive Officer and Director (Principal Executive Officer) |
July 20, 2001 | ||
/s/ DEBORAH K. KARLSON DEBORAH K. KARLSON |
Chief Financial Officer (Principal Financial and Accounting Officer) |
July 20, 2001 |
||
/s/ THOMAS R. BARUCH THOMAS R. BARUCH |
Director |
July 20, 2001 |
||
/s/ JEAN-JACQUES BIENAIMÉ JEAN-JACQUES BIENAIMÉ |
Director |
July 20, 2001 |
||
/s/ PHYLLIS I. GARDNER PHYLLIS I. GARDNER |
Director |
July 20, 2001 |
/s/ SUSAN D. DESMOND-HELLMANN SUSAN D. DESMOND-HELLMANN |
Director |
July 20, 2001 |
||
/s/ YEHUDA IVRI YEHUDA IVRI |
Director |
July 20, 2001 |
||
/s/ PHILIP M. YOUNG PHILIP M. YOUNG |
Director |
July 20, 2001 |
| Exhibit Number |
Description |
|
|---|---|---|
| 5.1 | Opinion of Counsel. | |
23.1 |
Consent of Independent Accountants. |
|
23.2 |
Consent of Counsel 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. |