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Pain Therapeutics, Form S-8
Table of Contents

As filed with the Securities and Exchange Commission on May 9, 2003
Registration No. 333-41660

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT

Under
The Securities Act of 1933

PAIN THERAPEUTICS, INC.

(Exact name of Registrant as specified in its charter)
     
Delaware   94-1911336
(State of incorporation)   (I.R.S. Employer Identification No.)

416 Browning Avenue
South San Francisco, CA 94080
(650) 624-8200
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

1998 STOCK PLAN

(Full title of the plan)
REMI BARBIER
President and Chief Executive Officer
and Director
Pain Therapeutics, Inc.
416 Browning Way
South San Francisco, CA 94080
(650) 624-8200
(Name, address, and telephone number, including area code, of agent for service)

Copies to:
Martin J. Waters
Gavin McCraley
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300

CALCULATION OF REGISTRATION FEE

                                   
              Proposed   Proposed        
              Maximum   Maximum        
Title of Each Class           Offering   Aggregate   Amount of
of Securities to   Amount to be   Price   Offering   Registration
be Registered   Registered(1)   Per Share(2)   Price   Fee
 
 
 
 
Common Stock
                                
 
$0.001 par value
     2,350,000     $ 3.37     $ 7,919,500     $ 640.69  

(1)   Represents additional 2,350,000 shares of Common Stock available for issuance under the Registrant’s 1998 Stock Plan, as a result of provisions in the Registrant’s 1998 Stock Plan that allow automatic annual increases of Common Stock available for issuance under such plan.
 
(2)   Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee. No options have been granted with respect to such shares. The computation is based upon the average of the high and low prices of the Common Stock as reported on the Nasdaq National Market System on May 5, 2003.

 

Table of Contents

Statement Under General Instruction E
Registration of Additional Securities

     Unless as noted herein, the contents of the Registrant's Form S-8 Registration Statement (File No. 333-41660) are incorporated by reference into this Registration Statement.

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TABLE OF CONTENTS

PART II
Item 5. Interests of Named Experts and Counsel.
Item 8. Exhibits.
SIGNATURES
POWER OF ATTORNEY
INDEX TO EXHIBITS
EXHIBIT 5.1
EXHIBIT 23.1
EXHIBIT 23.2

Table of Contents

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 5. Interests of Named Experts and Counsel.

     Michael J. O’Donnell of Wilson Sonsini Goodrich & Rosati, Professional Corporation, is a Director and Secretary of the Registrant. Wilson Sonsini Goodrich & Rosati is corporate counsel to the Registrant. Individual members and persons associated with Wilson Sonsini Goodrich & Rosati beneficially own an aggregate of approximately 66,714 shares of the Registrant’s common stock and have been granted options to purchase an aggregate of approximately 75,000 shares of the Registrant’s common stock.

Item 8. Exhibits.

     
Exhibit    
Number   Document
 
5.1   Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
23.1   Consent of Ernst & Young LLP, Independent Auditors
23.2   Consent of KPMG LLP, Independent Auditors
23.3   Consent of Counsel (contained in Exhibit 5.1).
24.1   Power of Attorney (see page 5).

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Table of Contents

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant, Pain Therapeutics, Inc., 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 this 9th day of May, 2003.

         
        PAIN THERAPEUTICS, INC.
         
    By:   /s/ Remi Barbier
       
        Remi Barbier
        President and Chief Executive Officer

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Table of Contents

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose signature appears below constitutes and appoints Remi Barbier his attorney-in-fact, with the power of substitution, for him in any and all capacities, to sign any amendments to this Registration Statement on Form S-8 (including post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his substitute, may 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/Remi Barbier
Remi Barbier		   President, Chief Executive Officer and Director (Principle Executive Officer)   May 9, 2003
         
/s/Peter S. Roddy
Peter S. Roddy		   Chief Financial Officer (Principal Accounting and Financial Officer)   May 9, 2003
         
/s/Robert Z. Gussin
Robert Z. Gussin, Ph.D.		   Director   May 9, 2003
         
/s/Nadav Friedmann
Nadav Friedmann, M.D., Ph.D.		   Director   May 9, 2003
         
/s/Michael J. O’Donnell
Michael J. O’Donnell		   Director   May 9, 2003
         
/s/Sanford R. Robertson
Sanford R. Robertson		   Director   May 9, 2003
         
/s/Richard G. Stevens
Richard G. Stevens, CPA		   Director   May 9, 2003

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Table of Contents

INDEX TO EXHIBITS

         
        Sequentially
Exhibit       Numbered
Number   Exhibit Document   Page
 
 
5.1   Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation    
         
23.1   Consent of Ernst & Young LLP, Independent Auditors    
         
23.2   Consent of KPMG LLP, Independent Auditors    
         
23.3   Consent of Counsel (included in Exhibit 5.1)    
         
24.1   Power of Attorney (see page 5)    

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                                                                     Exhibit 5.1

                                   May 9, 2003


Pain Therapeutics, Inc.
416 Browning Way
South San Francisco, California 94080


      RE:   REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

            We have examined the Registration Statement on Form S-8 to be filed
by you with the Securities and Exchange Commission on or about May 9, 2003 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, for an aggregate of 2,350,000 shares of your
Common Stock under the 1998 Stock Plan. Such shares of Common Stock are referred
to herein as the "Shares," and such plan is referred to herein as the "Plan." As
legal counsel for Pain Therapeutics, Inc., we have examined the proceedings
taken and are familiar with the proceedings proposed to be taken by you in
connection with the issuance and sale of the Shares pursuant to the Plan.

            It is our opinion that, when issued and sold in the manner described
in the Plan and pursuant to the agreement which accompanies each grant under the
Plan, the Shares will be legally and validly issued, fully-paid and
non-assessable.

            We consent to the use of this opinion as an exhibit to the
Registration Statement, and further consent to the use of our name wherever
appearing in the Registration Statement and any amendments thereto.


                                        Very truly yours,
                                        WILSON SONSINI GOODRICH & ROSATI
                                        Professional Corporation



                                        /s/ Wilson Sonsini Goodrich & Rosati


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                                                                    Exhibit 23.1

               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the 1998 Stock Plan of Pain Therapeutics, Inc., of our
report dated February 18, 2003, relating to the 2002 financial statements of
Pain Therapeutics, Inc. included in its Annual Report (Form 10-K) for the year
ended December 31, 2002, filed with the Securities and Exchange Commission.

                                           /s/ Ernst and Young LLP


Palo Alto, California
May 7, 2003


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                                                                    Exhibit 23.2

                    CONSENT OF KPMG LLP, INDEPENDENT AUDITORS

The Board of Directors
Pain Therapeutics, Inc.:

We consent to the use of our report dated March 1, 2002 with respect to the
balance sheet of Pain therapeutics, Inc. as of December 31, 2002, and the
related statements of operations, stockholders' equity (deficit), cash flows
for each of the years in the two-year period ended December 31, 2001,
incorporated herein by reference.

                                               KPMG LLP


San Francisco, California
May  9, 2003


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