As filed with the Securities and Exchange Commission on January 8, 2004
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RIGEL PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
| Delaware (State of Incorporation) |
8731 (Primary Standard Industrial Classification Code Number) |
94-3248524 (I.R.S. Employer Identification No.) |
1180 Veterans Boulevard
South San Francisco, California 94080
(650) 624-1100
(Address of principal executive offices)
2000 Equity Incentive Plan
(Full title of the plan)
James M. Gower
Chairman of the Board and Chief Executive Officer
Rigel Pharmaceuticals, Inc.
1180 Veterans Boulevard
South San Francisco, California 94080
(650) 624-1100
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Suzanne Sawochka Hooper, Esq.
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(1) |
Proposed Maximum Offering Price Per Share(2) |
Proposed Maximum Aggregate Offering Price(2) |
Amount of Registration Fee |
||||
|---|---|---|---|---|---|---|---|---|
| Common Stock (par value $.001) | 296,022 shares | $19.15 | $5,668,821 | $459 | ||||
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The contents of Registration Statement on Form S-8 (No. 333-106532), filed with the Securities and Exchange Commission on June 26, 2003, are incorporated by reference herein.
LEGAL MATTERS
The validity of the securities being offered hereby will be passed upon by Cooley Godward LLP, Palo Alto, California. As of the date of this prospectus, certain partners and associates of Cooley Godward LLP own an aggregate of approximately 17,400 shares of our common stock, either individually or through investment partnerships.
EXPERTS
The financial statements of Rigel Pharmaceuticals, Inc. appearing in Rigel Pharmaceuticals, Inc.'s Annual Report (Form 10-K), as amended, for the year ended December 31, 2002, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
With respect to the unaudited condensed consolidated interim financial information for the three-month periods ended March 31, 2003 and March 31, 2002, the three and six-month periods ended June 30, 2003 and June 30, 2002 and the three and nine-month periods ended September 30, 2003 and September 30, 2002 incorporated by reference in this registration statement, Ernst & Young LLP has reported that it has applied limited procedures in accordance with professional standards for a review of such information. However, its separate reports, included in Rigel Pharmaceuticals, Inc.'s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2003, June 30, 2003 and September 30, 2003, and incorporated herein by reference, state that it did not audit and it does not express an opinion on that interim financial information. Accordingly, the degree of reliance on its reports on such information should be restricted considering the limited nature of the review procedures applied. The independent auditors are not subject to the liability provisions of Section 11 of the Securities Act for its reports on the unaudited interim financial information because those reports are not "reports" or a "part" of the Registration Statement prepared or certified by the auditors within the meaning of Sections 7 and 11 of the Securities Act.
| Exhibit Number |
|
|
|---|---|---|
| 4.1(1) | Amended and Restated Certificate of Incorporation of the Company. | |
4.2(2) |
Amended and Restated Bylaws of the Company. |
|
4.3(1) |
Specimen Common Stock Certificate. |
|
5.1 |
Opinion of Cooley Godward LLP. |
|
15.1 |
Letter regarding unaudited interim financial information. |
|
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 is contained on the signature pages to this Registration Statement. |
|
99.1(3) |
2000 Equity Incentive Plan, as amended and restated. |
2
Pursuant to the requirements of the Securities Act, 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 January 8, 2004.
| RIGEL PHARMACEUTICALS, INC. | |||
By: |
/s/ JAMES M. GOWER James M. Gower Chairman of the Board and Chief Executive Officer |
||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James M. Gower and James H. Welch, and each of them, as true and lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for them and in their 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 (the "SEC"), and generally to do all such things in their names and behalf in their capacities as officers and directors to enable Rigel to comply with the provisions of the Securities Act and all requirements of the SEC, 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 or she might or could do in person, 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, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date |
||
|---|---|---|---|---|
/s/ JAMES M. GOWER James M. Gower |
Chairman of the Board and Chief Executive Officer (Principal Executive Officer) |
January 8, 2004 |
||
/s/ JAMES H. WELCH James H. Welch |
Vice President, Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) |
January 8, 2004 |
||
/s/ DONALD G. PAYAN Donald G. Payan |
Executive Vice President, Chief Scientific Officer and Director |
January 8, 2004 |
||
/s/ JEAN DELEAGE Jean Deleage |
Director |
January 8, 2004 |
||
/s/ ALAN D. FRAZIER Alan D. Frazier |
Director |
January 8, 2004 |
||
3
/s/ DENNIS J. HENNER Dennis J. Henner |
Director |
January 8, 2004 |
||
/s/ WALTER H. MOOS Walter H. Moos |
Director |
January 8, 2004 |
||
/s/ STEPHEN A. SHERWIN Stephen A. Sherwin |
Director |
January 8, 2004 |
||
/s/ NICHOLAS J. SIMON, III Nicholas J. Simon, III |
Director |
January 8, 2004 |
4
| Exhibit Number |
|
|
|---|---|---|
| 4.1(1) | Amended and Restated Certificate of Incorporation of the Company. | |
4.2(2) |
Amended and Restated Bylaws of the Company. |
|
4.3(1) |
Specimen Common Stock Certificate. |
|
5.1 |
Opinion of Cooley Godward LLP. |
|
15.1 |
Letter regarding unaudited interim financial information. |
|
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 is contained on the signature pages to this Registration Statement. |
|
99.1(3) |
2000 Equity Incentive Plan, as amended and restated. |