AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 14, 2002
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EXELIXIS, INC.
(Exact name of registrant as specified in its charter)
Delaware 04-3257395
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
170 Harbor Way
P.O. Box 511
South San Francisco, CA 94083
(650) 837-7000
(Address of principal executive offices)
2000 EQUITY INCENTIVE PLAN
2000 EMPLOYEE STOCK PURCHASE PLAN
2000 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(Full title of the plans)
Glen Y. Sato
Chief Financial Officer
Exelixis, Inc.
170 Harbor Way
P.O. Box 511
South San Francisco, CA 94083
(650) 837-7000
(Name, address, including zip code, and telephone number, including area code,of
agent for service)
Copies to:
ROBERT L. JONES, ESQ.
COOLEY GODWARD LLP
FIVE PALO ALTO SQUARE
3000 EL CAMINO REAL
PALO ALTO, CALIFORNIA 94306
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
TITLE OF CLASS OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) PRICE PER SHARE (2) PRICE (2) REGISTRATION FEE
- ------------------------------ ----------------- --------------------------- -------------------- -----------------
- ------------------------------ ----------------- --------------------------- -------------------- -----------------
Stock Options and Common Stock 3,979,304 shares $ 11.225 - 14.9949 $ 50,219,461.44 $ 4,620.19
(par value $.001)
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(1) This Registration Statement shall cover any additional shares of common
stock that become issuable under the 2000 Equity Incentive Plan, 2000
Non-Employee Directors' Stock Option Plan and 2000 Employee Stock Purchase Plan
set forth herein by reason of any stock dividend, stock split, recapitalization
or any other similar transaction without receipt of consideration which results
in an increase in the number of shares of the Registrant's outstanding common
stock.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) and (h)(1) under the Securities Act of
1933, as amended (the "Act"). The offering price per share and aggregate
offering price for the unissued stock options and common stock are based upon
the average of the high and low prices of the Registrant's common stock as
reported on the Nasdaq National Market System on February 8, 2002. The offering
price per share and aggregate offering price for the outstanding stock options
are based upon a weighted average exercise price of such options. The
following chart illustrates the calculation of the registration fee:
TITLE OF SHARES NUMBER OF SHARES OFFERING PRICE PER AGGREGATE OFFERING
SHARE PRICE
Shares issuable pursuant to unissued stock options 1,617,056 $ 11.225 $ 18,151,453.60
pursuant to the 2000 Equity Incentive Plan
Shares issuable pursuant to outstanding stock options 1,472,652 $ 14.9949 $ 22,082,292.74
pursuant to the 2000 Equity Incentive Plan
Shares issuable pursuant to unissued stock options 444,798 $ 11.225 $ 4,992,857.55
pursuant to the 2000 Non-Employee Directors' Stock Option Plan
Shares issuable pursuant to the 2000 Employee Stock Purchase Plan 444,798 $ 11.225 $ 4,992,857.55
Proposed Maximum Aggregate Offering Price $ 50,219,461.44
Approximate date of commencement of proposed sale to the public: as soon
as practicable after this Registration Statement becomes effective.
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of
registering an additional: (i) 3,089,708 shares of the Registrant's common stock
to be issued pursuant to the Registrant's 2000 Equity Incentive Plan; (ii)
444,798 shares of the Registrant's common stock to be issued pursuant to the
Registrant's 2000 Non-Employee Directors' Stock Option Plan; and (iii) 444,798
shares of the Registrant's common stock to be issued pursuant to the
Registrant's 2000 Employee Stock Purchase Plan.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The contents of the Registration Statements on Form S-8 (relating to the 2000
Equity Incentive Plan, 2000 Non-Employee Directors' Stock Option Plan and 2000
Employee Stock Purchase Plan) File Nos. 333-35862 and 333-57026 previously filed
with the SEC on April 28, 2000 and March 14, 2001, respectively, are
incorporated by reference herein.
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
4.1* Amended and Restated Certificate of Incorporation of the Company.
4.2* Restated Bylaws of the Company.
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Independent Accountants.
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
Registration Statement.
24.1 Power of Attorney is contained on the signature pages to this
Registration Statement.
99.1* 2000 Equity Incentive Plan.
99.2* 2000 Employee Stock Purchase Plan.
99.3* 2000 Non-Employee Directors' Stock Option Plan.
________________________
*Incorporated by reference to the Company's Registration Statement on Form S-1,
as amended (File No.333-96335), originally filed with the SEC on February 7,
2000.
SIGNATURES
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 South San Francisco, State of California, on February
11, 2002.
EXELIXIS, INC.
By: /s/ George A. Scangos
-------------------------
George A. Scangos, Ph.D.
President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints George A. Scangos and Glen Y. Sato, 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, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------------------ ---------------------------------- ------------------
/s/ George A. Scangos President, Chief Executive February 11, 2002
- ------------------------------ Officer and Director
George A. Scangos, Ph.D. (Principal Executive Officer)
/s/ Glen Y. Sato Chief Financial Officer February 11, 2002
- ------------------------------ (Principal Financial and
Glen Y. Sato Accounting Officer)
/s/ Stelios Papadopoulos Chairman of the Board of
- ------------------------------- Directors February 11, 2002
Stelios Papadopoulos, Ph.D.
- ------------------------------ Director
Charles Cohen, Ph.D.
------------------------------ Director
Jurgen Drews, M.D.
/s/ Geoffrey Duyk Director February 11, 2002
- -------------------------------
Geoffrey Duyk, M.D., Ph.D.
/s/ Jason Fisherman Director February 11, 2002
- -------------------------------
Jason S. Fisherman, M.D.
/s/ Jean-Francois Formela Director February 11, 2002
- -------------------------------
Jean-Francois Formela, M.D.
/s/ Vincent T. Marchesi Director February 11, 2002
- -------------------------------
Vincent T. Marchesi, Ph.D.
/s/ Peter Stadler Director February 11, 2002
- -------------------------------
Peter Stadler, Ph.D.
------------------------------ Director
Lance Willsey, M.D.
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
4.1* Amended and Restated Certificate of Incorporation of the Company.
4.2* Restated Bylaws of the Company.
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Independent Accountants.
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
Registration Statement.
24.1 Power of Attorney is contained on the signature pages to this
Registration Statement.
99.1* 2000 Equity Incentive Plan.
99.2* 2000 Employee Stock Purchase Plan.
99.3* 2000 Non-Employee Directors' Stock Option Plan.
________________________
*Incorporated by reference to the Company's Registration Statement on Form S-1,
as amended (File No.333-96335), originally filed with the SEC on February 7,
2000.
EXHIBIT 5.1
Robert L. Jones, Esq.
Direct: (650) 843-5034
Internet: jonesrl@cooley.com
February 14, 2002
Exelixis, Inc.
170 Harbor Way
P.O. Box 511
South San Francisco, CA 94083
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Exelixis, Inc. (the "Company") of a Registration Statement on
Form S-8 (the "Registration Statement") with the Securities and Exchange
Commission covering the offering of an aggregate of 3,979,304 shares of the
Company's common stock, $.001 par value (the "Shares"), pursuant to the
Company's 2000 Equity Incentive Plan, 2000 Non-Employee Directors' Stock Option
Plan and 2000 Employee Stock Purchase Plan (collectively the "Plans").
In connection with this opinion, we have examined the Registration Statement and
related Prospectus, your Amended and Restated Certificate of Incorporation and
Restated Bylaws 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 Plans, the
Registration Statement and the related Prospectus, 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/ Robert L. Jones
-------------------
Robert L. Jones
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8, relating to the 2000 Equity Incentive Plan, the 2000
Employee Stock Purchase Plan and the 2000 Non-employee Director's Stock Option
Plan, of our report dated February 2, 2001, relating to the consolidated
financial statements, which appears in Exelixis, Inc.'s Annual Report on Form
10-K for the year ended December 31, 2000.
/s/ PricewaterhouseCoopers LLP
San Jose, California
February 13, 2002