As filed with the Securities and Exchange Commission on March 14, 2001
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
PEREGRINE PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-3698422
- --------------------------- ------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
14272 Franklin Avenue, Suite 100, Tustin, California 92780-7017
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
1996 Stock Incentive Plan
-------------------------
(Full title of the plan)
Paul J. Lytle, Vice President, Finance and Accounting, Corporate Secretary
Peregrine Pharmaceuticals, Inc
14272 Franklin Avenue, Suite 100, Tustin, California 92780-7017
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(Name and address of agent for service)
(714) 508-6000
--------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
======================== ==================== ==================== ========================== ======================
Proposed maximum
offering price per Proposed maximum
Title of securities to Amount to be unit(3) aggregate offering Amount of
be registered registered(1)(2) price(3) registration fee
- ------------------------ -------------------- -------------------- -------------------------- ----------------------
Common stock, 6,000,000 shares $1.3745 $8,247,000 $2,061.75
$.001 par value
======================== ==================== ==================== ========================== ======================
(1) This registration statement registers an additional 6,000,000 shares of
the same class as other securities for which a registration statement
filed on this form relating to the same employee benefit plan is
effective. Of the 6,000,000 shares of common stock being registered,
5,544,831 shares relate to currently granted and outstanding options to
purchase common stock pursuant to the Plan. We previously registered
4,000,000 shares of common stock on December 9, 1996 (Registration No.
333-17513), pursuant to the Peregrine Pharmaceuticals, Inc. 1996 Stock
Incentive Plan, and therefore, we will have an aggregate of 10,000,000
shares registered pursuant to the Peregrine Pharmaceuticals, Inc. 1996
Stock Incentive Plan upon the effectiveness of this registration
statement.
(2) This registration statement also relates to such indeterminate number
of additional shares as may be issuable pursuant to the anti-dilution
provisions of the Peregrine Pharmaceuticals, Inc. 1996 Stock Incentive
Plan.
(3) Pursuant to Rule 457(c) and (h), the proposed offering price and
registration fee have been calculated on the basis of the average of
the bid and asked prices for the common stock on the Nasdaq SmallCap
Market on March 12, 2001.
EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, this Registration
Statement registers additional securities of the same class as other securities
for which a registration statement filed on this form relating to the same
employee benefit plan is effective. Consequently, pursuant to General
Instruction E to Form S-8, this Registration Statement incorporates by
reference, the Registration Statement on Form S-8 (Registration Statement No.
333-17513), including all attachments and exhibits thereto, which was filed for
Peregrine Pharmaceuticals, Inc.'s 1996 Stock Incentive Plan (the "Plan") with
the Securities and Exchange Commission on December 9, 1996. Effective October
25, 2000, the Registrant changed its name from Techniclone Corporation to
Peregrine Pharmaceuticals, Inc.
Item 8: Exhibits
Exhibit No. Description
5.1 Opinion of Counsel
23.1 Consent of Jeffers, Shaff & Falk, LLP (contained in
Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, independent auditors
23.3 Consent of Deloitte & Touche LLP, independent auditors
1
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 Tustin, and State of California on March 12, 2001.
PEREGRINE PHARMACEUTICALS, INC.
/s/ EDWARD J. LEGERE Director and Interim President March 12, 2001
- --------------------------- and Chief Executive Officer
Edward J. Legere
/s/ PAUL J. LYTLE Vice President of Finance and March 12, 2001
- --------------------------- Accounting (Principal Financial
Paul J. Lytle And Principal Accounting
Officer)
/s/ CARLTON M. JOHNSON Director March 12, 2001
- ---------------------------
Carlton M. Johnson
/s/ ERIC S. SWARTZ Director March 12, 2001
- ---------------------------
Eric S. Swartz
/s/ CLIVE R. TAYLOR Director March 12, 2001
- ---------------------------
Clive R. Taylor, M.D., Ph.D.
EXHIBIT 5.1
OPINION OF COUNSEL
JEFFERS, SHAFF & FALK, LLP
ATTORNEYS AT LAW
18881 VON KARMAN AVENUE
SUITE 1400
IRVINE, CALIFORNIA 92612
TELEPHONE: (949) 660-7700
FACSIMILE: (949) 660-7799
March 14, 2001
Peregrine Pharmaceuticals, Inc.
14272 Franklin Avenue
Tustin, California 92780
Attention: Edward J. Legere
Re: Issuance of Shares Pursuant to S-8 Registration Statement
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Dear Mr. Legere:
This letter relates to the issuance of up to an additional 6,000,000
shares of common stock, $.001 par value (the "Shares"), of Peregrine
Pharmaceuticals, Inc., a Delaware corporation (the "Company") registered
pursuant to that Registration Statement on Form S-8, filed with the Securities
and Exchange Commission on March 14, 2001 (the "Registration Statement"). You
have requested that we deliver to you an opinion as to whether the Shares will
have been duly authorized, validly issued, and, when issued, will be fully paid
and non-assessable shares of common stock of the Company. We have examined the
Certificate of Incorporation, as amended, and such other corporate records,
including the resolutions of the Company's Board of Directors, and such other
documents as we have deemed necessary in order to express the opinion set forth
below. In our examination we have assumed the genuineness of all signatures and
the authenticity of all documents submitted to us as originals and the
conformity of all originals of all documents submitted to us as copies. As to
questions of fact material to such opinion, we have relied upon statements and
representations of the Company.
Our opinion is based on existing law that is subject to change either
prospectively or retroactively. Relevant laws could change in a manner that
could adversely affect the Company or its stockholders. We have no obligation to
inform the Company of any such change in the law. We have not been requested to
opine, and we have not opined, as to any issues other than those expressly set
forth herein. This opinion extends only to questions relating to the validity of
the Shares offered and sold under the Registration Statement. We express no
opinion with respect to any other issue.
We are admitted to practice law in the State of California and our
opinion is limited to federal law and the corporate laws of the State of
California and the State of Delaware that affect such opinion. We express no
opinion with respect to any other law or the laws of any other jurisdiction.
Assuming the Shares are issued and paid for in accordance with the
terms of the offering described in the Registration Statement, including
documents incorporated by reference thereto, and when certificates representing
such Shares have been issued to the purchasers, based on the foregoing, we are
of the opinion that the Shares will have been duly authorized, validly issued,
and will be fully paid and non-assessable shares of common stock of the Company.
For purposes of rendering this opinion we have made such legal and
factual inquiries as we have deemed necessary under the circumstances. Although
we have not independently verified all of the facts relied upon for purposes
hereof, nothing has come to our attention that has led us to believe that the
facts are other than as stated herein, or that there exist other material facts
not considered.
Our opinion contained herein is solely for the benefit of the Company
and may be relied upon by the Company only in connection with the Registration
Statement. In this regard, we hereby consent to the filing of this opinion,
including this consent, as an exhibit to the Registration Statement.
Very truly yours,
/s/ JEFFERS, SHAFF & FALK, LLP
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP,
INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) of Peregrine Pharmaceuticals, Inc. (formerly, Techniclone
Corporation) of our report dated June 16, 2000 (except for Notes 1, 6, and 13 as
to which the date is July 21, 2000) with respect to the consolidated financial
statements and schedule of Peregrine Pharmaceuticals, Inc. included in the
Annual Report (Form 10-K) for the year ended April 30, 2000.
/s/ ERNST & YOUNG LLP
Orange County, California
March 9, 2001
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Peregrine Pharmaceuticals, Inc. (formerly, Techniclone Corporation)
on Form S-8 of our report dated June 15, 1998, which includes an explanatory
paragraph regarding substantial doubt about Peregrine Pharmaceuticals, Inc.'s
ability to continue as a going concern, appearing in the Annual Report on Form
10-K of Peregrine Pharmaceuticals, Inc. for the year ended April 30, 2000.
/s/ DELOITTE & TOUCHE LLP
Costa Mesa, California
March 12, 2001