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<P align="left" style="font-size: 10pt"><B>As filed with the
Securities and Exchange Commission on June&nbsp;7, 2004 </B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <B>Registration No.&nbsp;333-</B>


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<P align="center" style="font-size: 14pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B>

<DIV align="center" style="font-size: 12pt"><B>WASHINGTON, DC 20549</B>
</DIV>


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<P align="center" style="font-size: 18pt"><B>FORM S-8</B>


<P align="center" style="font-size: 10pt"><B>REGISTRATION STATEMENT<BR>
UNDER<BR>
THE SECURITIES ACT OF 1933</B>



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<P align="center" style="font-size: 24pt"><B>LA JOLLA PHARMACEUTICAL COMPANY</B>

<DIV align="center" style="font-size: 10pt">(Exact Name of Registrant as Specified in Its Charter)</DIV>


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    <TD align="center" valign="top"><B>DELAWARE</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>33-0361285</B></TD>
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<TR valign="bottom">
    <TD align="center" valign="top">(State or Other Jurisdiction of<BR>
Incorporation or Organization)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(I.R.S. Employer<BR>
Identification No.)</TD>
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<P align="center" style="font-size: 10pt"><B>6455 Nancy Ridge Drive<BR>
San Diego, California 92121</B><BR>
(Address of Principal Executive Offices, Including Zip Code)



<P align="center" style="font-size: 10pt"><B>LA JOLLA PHARMACEUTICAL COMPANY 2004 EQUITY INCENTIVE PLAN<BR>
LA JOLLA PHARMACEUTICAL COMPANY 1995 EMPLOYEE STOCK PURCHASE PLAN</B><BR>
(Full Title of the Plan)



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<P align="center" style="font-size: 10pt"><B>Steven B. Engle<BR>
La Jolla Pharmaceutical Company<BR>
6455 Nancy Ridge Drive<BR>
San Diego, California 92121<BR>
(858)&nbsp;452-6600</B><BR>
(Name, Address and Telephone Number,<BR>
Including Area Code, of Agent For Service)



<P align="center" style="font-size: 10pt"><I>Copy to:</I><br><B>Mark W. Shurtleff, Esq.<BR>
Gibson, Dunn &#038; Crutcher LLP<BR>
4 Park Plaza<BR>
Irvine, California 92614<BR>
(949)&nbsp;451-3800</B>



<P align="center" style="font-size: 10pt"><B>CALCULATION OF REGISTRATION FEE</B>


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    <TD>&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="13%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="14%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Title of Class of</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed Maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed Maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Securities</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount To Be</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offering Price Per</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Aggregate Offering</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount Of</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>To Be Registered</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Registered (1)(2)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Share (3)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Price (3)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Registration Fee</B><HR size="1" noshade></TD>
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    <TD><DIV style="margin-left:10px; text-indent:-10px">Common Stock, par
value $0.01 per
share</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,500,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD>2.735</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD>6,837,500</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD>867</TD>
    <TD>&nbsp;</TD>
</TR>


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</DIV>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Each share of common stock includes a right to purchase one
one-thousandth of a share of Series&nbsp;A Junior Participating Preferred Stock
pursuant to the Rights Agreement between the registrant and American Stock
Transfer &#038; Trust Company, as Rights Agent, as amended. Pursuant to Rule
416(a), this Registration Statement also covers shares of common stock
that may be issued pursuant to the antidilution provisions contained in
the La Jolla Pharmaceutical Company 2004 Equity Incentive Plan and the La
Jolla Pharmaceutical Company 1995 Employee Stock Purchase Plan.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Represents 2,000,000 shares of common stock reserved for issuance under
the La Jolla Pharmaceutical Company 2004 Equity Incentive Plan and 500,000&nbsp;shares of common stock reserved for issuance under the La Jolla
Pharmaceutical Company 1995 Employee Stock Purchase Plan. An aggregate of
1,500,000 shares of our common stock, including the shares registered
hereby, are issuable under the 1995 Employee Stock Purchase Plan. In
addition to the shares of common stock registered hereby, 300,000 shares
of our common stock issuable under the 1995 Employee Stock Purchase Plan
were previously registered under a Registration Statement on Form S-8
(Registration No.&nbsp;33-94830), filed with the Securities and Exchange
Commission on July&nbsp;21, 1995; 200,000 shares of our common stock issuable
under the 1995 Employee Stock Purchase Plan were previously registered
under a Registration Statement on Form S-8 (Registration No.&nbsp;333-45080),
filed with the Securities and Exchange Commission on September&nbsp;1, 2000;
300,000 shares of our common stock issuable under the 1995 Employee Stock
Purchase Plan were previously registered under a Registration Statement on
Form S-8 (Registration No.&nbsp;333-69104), filed with the Securities and
Exchange Commission on September&nbsp;7, 2001; and 200,000 shares of our common
stock issuable under the 1995 Employee Stock Purchase Plan were previously
registered under a Registration Statement on Form S-8 (Registration No.
33-89980), filed with the Securities and Exchange Commission on June&nbsp;6,
2002.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Estimated solely for the purpose of calculating the
registration fee pursuant to Rules 457(c) and 457(h) and based on
the average of the high and low price of our common stock on
June&nbsp;1, 2004 on the Nasdaq National Market.</TD>
</TR>

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<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<TR><TD colspan="9"><A HREF="#000"> PART I&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#001">Item&nbsp;1. Plan Information.*</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#002">Item&nbsp;2. Registrant Information and Employee Plan Annual Information.*</A></TD></TR>
<TR><TD colspan="9"><A HREF="#003"> PART II&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#004">Item&nbsp;3. Incorporation of Documents by Reference.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#005">Item&nbsp;4. Description of Securities.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#006">Item&nbsp;5. Interests of Named Experts and Counsel.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#007">Item&nbsp;6. Indemnification of Directors and Officers.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#008">Item&nbsp;7. Exemption From Registration Claimed.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#009">Item&nbsp;8. Exhibits.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#010">Item&nbsp;9. Undertakings.</A></TD></TR>
<TR><TD colspan="9"><A HREF="#011"> SIGNATURES</A></TD></TR>
<TR><TD colspan="9"><A HREF="a99463exv5w1.txt">EXHIBIT 5.1</A></TD></TR>
<TR><TD colspan="9"><A HREF="a99463exv23w1.txt">EXHIBIT 23.1</A></TD></TR>
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<P align="center" style="font-size: 10pt"><B>INTRODUCTION</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Registration Statement on Form S-8 is filed by La Jolla
Pharmaceutical Company, a Delaware corporation, to register 2,000,000 shares of
our common stock under the La Jolla Pharmaceutical Company 2004 Equity
Incentive Plan and 500,000 shares of our common stock under the La Jolla
Pharmaceutical Company 1995 Employee Stock Purchase Plan.

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<P align="center" style="font-size: 10pt"><B>PART I<BR>
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B>


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<P align="left" style="font-size: 10pt"><B>Item&nbsp;1. Plan Information.*</B>

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<P align="left" style="font-size: 10pt"><B>Item&nbsp;2. Registrant Information and Employee Plan Annual Information.*</B>


<P>

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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">*</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Information required by Part&nbsp;I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this registration statement in
accordance with Rule&nbsp;428 under the Securities Act of 1933, as amended,
and the Note to Part&nbsp;I of Form S-8.</TD>
</TR>

</TABLE>

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<P align="center" style="font-size: 10pt"><B>PART II<BR>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>


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<P align="left" style="font-size: 10pt"><B>Item&nbsp;3. Incorporation of Documents by Reference.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents, which we have previously filed with the
Securities and Exchange Commission, are incorporated herein by reference and
made a part hereof:


<P>

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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Our Annual Report on Form 10-K for our fiscal year ended December&nbsp;31,
2003;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Our Quarterly Report on Form 10-Q for our fiscal quarter ended March
31, 2004;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Our Proxy Statement for our 2004 annual meeting of stockholders;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(d)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Our Current Reports on Form 8-K, filed February&nbsp;17, February
20, February&nbsp;26, March&nbsp;3, March&nbsp;8, March&nbsp;10, March&nbsp;11, March&nbsp;22,
April&nbsp;21, May&nbsp;11, May&nbsp;13 and June&nbsp;3, 2004; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(e)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The description of our common stock contained in our
Registration Statements on Form 8-A, filed on June&nbsp;2, 1994, December
4, 1998 and January&nbsp;26, 2001.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents that we file pursuant to Sections&nbsp;13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934, as amended, subsequent to the date of
this registration statement, and prior to the filing of a post-effective
amendment hereto that indicates that all securities offered hereunder have been
sold or that deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For purposes of this registration statement, any statement contained
herein or in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded to the extent that a
statement contained herein or in any other subsequently filed document that
also is or is deemed to be incorporated herein by reference modifies or
supersedes such statement in such document. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.

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<P align="left" style="font-size: 10pt"><B>Item&nbsp;4. Description of Securities.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable.


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<P align="left" style="font-size: 10pt"><B>Item&nbsp;5. Interests of Named Experts and Counsel.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable.

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<P align="left" style="font-size: 10pt"><B>Item&nbsp;6. Indemnification of Directors and Officers.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;La Jolla Pharmaceutical Company is a Delaware corporation. Section 145(a)
of the General Corporation Law of the State of Delaware (the &#147;DGCL&#148;) provides
that a Delaware corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, other than an action by or in the right of the corporation, by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses,
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
the person acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no cause to believe his or
her conduct was unlawful.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145(b) of the DGCL provides that a Delaware corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if the person acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification may be made in
respect to any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation, unless and only to the extent that
the court in which such action or suit was brought shall determine that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to be indemnified for
such expenses which the court shall deem proper.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145 of the DGCL further provides that to the extent a present or
former director or officer of a corporation has been successful in the defense
of any action, suit or proceeding referred to in subsection (a)&nbsp;and (b)&nbsp;of
Section&nbsp;145 or in the defense of any claim, issue or matter therein, he or she
shall be indemnified against expenses actually and reasonably incurred by him
or her in connection therewith; that indemnification and advancement of
expenses provided for by Section&nbsp;145 shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of stockholder or disinterested
directors or otherwise; and that the corporation shall have the power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against such person and incurred by such person
in any such capacity, or arising out of his or her status as such, whether or
not the corporation would have the power to indemnify him or her against such
liabilities under Section&nbsp;145.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As used in this Item&nbsp;6, the term &#147;proceeding,&#148; means any threatened,
pending, or completed action, suit, or proceeding, whether or not by or in the
right of La Jolla Pharmaceutical Company, and whether civil, criminal,
administrative, investigative or otherwise.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As permitted by Section&nbsp;102(b)(7) of the DGCL our certificate of
incorporation provides that a director shall not be liable to us or our
stockholders for monetary damages for breach of fiduciary duty as a director.
However, such provision does not eliminate or limit the liability of a director
for acts or omissions not in good faith or for breaching his or her duty of
loyalty, engaging in intentional misconduct, knowingly violating the law,
paying an illegal dividend, approving an illegal stock repurchase, or obtaining
an improper personal benefit. A provision of this type has no effect on the
availability of equitable remedies, such as injunction or rescission, for
breach of fiduciary duty. Our bylaws require that directors and officers be
indemnified to the maximum extent permitted by Delaware law.


<P align="center" style="font-size: 10pt">2
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We also have entered into indemnity agreements with each of our directors
and executive officers. These indemnity agreements generally require that we
pay on behalf of each director and officer party thereto all amounts that he or
she is or becomes legally obligated to pay because of any claim or claims made
against him or her because of any act or omission or which he or she commits or
suffers while acting in his or her capacity as our director and/or officer and
because of his or her being a director and/or officer. Under the DGCL, absent
an indemnity agreement or a provision in a corporation&#146;s bylaws or certificate
of incorporation, indemnification of a director or officer is discretionary
rather than mandatory (except in the case of a proceeding in which a director
or officer is successful on the merits). In addition, if indemnification is
unavailable and may not be paid to an officer or director, we have agreed,
subject to a limited number of exceptions, to contribute to the amount of
expenses incurred or payable by the officer or director, to the extent allowed
by applicable law, in such proportion as is appropriate to reflect the relative
benefits received by us, on the one hand, and by the officer or director, on
the other, from the transaction from which the proceeding arose and the
relative faults of the parties, as well as any other applicable equitable
considerations.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Consistent with our bylaw provision on the subject, the indemnity
agreements require us to make prompt payment of defense and investigation costs
and expenses at the request of the director or officer in advance of
indemnification, provided that the recipient undertakes to repay the amounts if
it is ultimately determined that he or she is not entitled to indemnification
for such expenses and provided further that such advance shall not be made if
it is determined that the director or officer would not be permitted to be
indemnified under applicable law. The indemnity agreements make the advance of
litigation expenses mandatory absent a special determination to the contrary.
Under the DGCL, absent an indemnity agreement or a provision in a corporation&#146;s
bylaws or certificate of incorporation, the advancement of expenses is
discretionary. Under the indemnity agreement, the director or officer is
permitted to petition the court to seek recovery of amounts due under the
indemnity agreement and to recover the expenses of seeking such recovery if he
or she is successful. The benefits of the indemnity agreement will not be
available to the extent that an officer or director has other indemnification
or insurance coverage for the subject claim. In addition, no indemnity will be
paid by us: with respect to remuneration paid to an officer or director if it
is determined by a final judgment that such remuneration was in violation of
law; on account of any suit or judgment rendered against an officer or director
for violating Section 16(b) of the Securities Exchange Act of 1934, or
analogous provisions of law; if an officer&#146;s or director&#146;s conduct is adjudged
to be fraudulent or deliberately dishonest, or constitutes willful misconduct;
or if it is adjudged that indemnification is not lawful. Absent the indemnity
agreement, indemnification that might be made available to directors and
officers could be changed by amendments to our certificate of incorporation or
bylaws.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We currently maintain an insurance policy which, within the limits and
subject to the terms and conditions thereof, covers certain expenses and
liabilities that may be incurred by directors and officers in connection with
actions, suits or proceedings that may be brought against them as a result of
an act or omission committed or suffered while acting as a director or officer.

<!-- link2 "Item&nbsp;7. Exemption From Registration Claimed." -->
<DIV align="left"><A NAME="008"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;7. Exemption From Registration Claimed.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable.

<!-- link2 "Item&nbsp;8. Exhibits." -->
<DIV align="left"><A NAME="009"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;8. Exhibits.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Exhibit&nbsp;Index attached hereto is incorporated by reference herein.

<!-- link2 "Item&nbsp;9. Undertakings." -->
<DIV align="left"><A NAME="010"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;9. Undertakings.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The undersigned registrant hereby undertakes:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;To include any prospectus required by Section&nbsp;10(a)(3) of the
Securities Act of 1933;


<P align="center" style="font-size: 10pt">3
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
and


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

<P align="left" style="font-size: 10pt">provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the registrant pursuant to Section&nbsp;13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant&#146;s annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.


<P align="center" style="font-size: 10pt">4
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<!-- link1 " SIGNATURES" -->
<DIV align="left"><A NAME="011"></A></DIV>

<P align="center" style="font-size: 10pt"><B>SIGNATURES</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 San Diego, State of California, on this 4th day of
June, 2004.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="48%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="46%">&nbsp;</TD>
</TR>

<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left"><B>LA JOLLA PHARMACEUTICAL COMPANY</B></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Steven B. Engle</TD>
</TR>

<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR size="1" noshade>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Steven B. Engle<br>
Chairman and Chief Executive Officer</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt"><B>POWER OF ATTORNEY</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each person whose signature appears below constitutes and appoints Steven
B. Engle and Gail A. Sloan his or her true and lawful attorneys-in-fact and
agents, each acting alone, with full powers of substitution and resubstitution,
for him or her and in his or her 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, each acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as full to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on June&nbsp;4, 2004.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="48%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Signature</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Title</B><HR size="1" noshade></TD>
</TR>


<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Steven B. Engle
<HR size="1" noshade>
Steven B. Engle
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chairman and Chief Executive Officer<br>
(Principal Executive Officer)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Gail A. Sloan
<HR size="1" noshade>
Gail A. Sloan
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Vice President of Finance, Controller and Secretary<br>
(Principal Financial and Accounting Officer)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Thomas H. Adams, Ph.D.
<HR size="1" noshade>
Thomas H. Adams, Ph.D.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ William E. Engbers
<HR size="1" noshade>
William E. Engbers
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Robert A Fildes, Ph.D.
<HR size="1" noshade>
Robert A. Fildes, Ph.D.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Stephen M. Martin
<HR size="1" noshade>
Stephen M. Martin
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ William R. Ringo
<HR size="1" noshade>
William R. Ringo
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><B>EXHIBIT INDEX</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="9%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="86%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Exhibit No.</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Description</B><HR size="1" noshade></TD>
</TR>


<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated Certificate of Incorporation (1)</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated Bylaws (2)</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Rights Agreement dated as of December&nbsp;3, 1998 between the Company and
American Stock Transfer &#038; Trust Company (3)</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certificate of Designation, Preferences and Rights of Series&nbsp;A Junior
Participating Preferred Stock of the Company (4)</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.5
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amendment to Rights Agreement, effective as of July&nbsp;21, 2001, between
the Company and American Stock Transfer &#038; Trust Company (5)</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.6
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">La Jolla Pharmaceutical Company 2004 Equity Incentive Plan (6)</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.7
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">La Jolla Pharmaceutical Company 1995 Employee Stock Purchase Plan (7)</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Gibson, Dunn &#038; Crutcher LLP</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Independent
Registered Public Accounting Firm</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Gibson, Dunn &#038; Crutcher LLP (contained in Exhibit&nbsp;5.1 hereto)</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">24.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (contained on the signature page hereto)</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>




<P>

<HR size="1" width="18%" align="left" noshade>


<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top">
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Previously filed with the Company&#146;s Quarterly Report on Form 10-Q for
the quarter ended September&nbsp;30, 1999 and incorporated by reference
herein.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(2)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Previously filed with the Company&#146;s Quarterly Report on Form 10-Q for
the quarter ended September&nbsp;30, 2000 and incorporated by reference
herein.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(3)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Previously filed with the Company&#146;s Registration Statement on Form 8-A,
filed on December&nbsp;4, 1998,
and incorporated by reference herein.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(4)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Previously filed with the Company&#146;s Quarterly Report on Form 10-Q for
the quarter ended
June&nbsp;30, 1999 and incorporated by reference herein.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(5)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Previously filed with the Company&#146;s Current Report on Form 8-K, filed
on January&nbsp;26, 2001, and incorporated by reference herein. The changes
effected by the amendment are also reflected in the Registration
Statement on Form 8-A/A filed on January&nbsp;26, 2001.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(6)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Incorporated by reference to Appendix&nbsp;A to Schedule&nbsp;14A filed by the
Company with the
Securities and Exchange Commission on April&nbsp;14, 2004.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(7)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Incorporated by reference to Appendix&nbsp;B to Schedule&nbsp;14A filed by the
Company with the
Securities and Exchange Commission on April&nbsp;14, 2004.</TD>
</TR>

</TABLE>




<P align="center" style="font-size: 10pt">&nbsp;
</DIV>


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La Jolla Pharmaceutical Company
Table of Contents
As filed with the
Securities and Exchange Commission on June 7, 2004
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LA JOLLA PHARMACEUTICAL COMPANY
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
33-0361285
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
6455 Nancy Ridge Drive
San Diego, California 92121
(Address of Principal Executive Offices, Including Zip Code)
LA JOLLA PHARMACEUTICAL COMPANY 2004 EQUITY INCENTIVE PLAN
LA JOLLA PHARMACEUTICAL COMPANY 1995 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
Steven B. Engle
La Jolla Pharmaceutical Company
6455 Nancy Ridge Drive
San Diego, California 92121
(858) 452-6600
(Name, Address and Telephone Number,
Including Area Code, of Agent For Service)
Copy to:
Mark W. Shurtleff, Esq.
Gibson, Dunn & Crutcher LLP
4 Park Plaza
Irvine, California 92614
(949) 451-3800
CALCULATION OF REGISTRATION FEE
Title of Class of
Proposed Maximum
Proposed Maximum
Securities
Amount To Be
Offering Price Per
Aggregate Offering
Amount Of
To Be Registered
Registered (1)(2)
Share (3)
Price (3)
Registration Fee
Common Stock, par
value $0.01 per
share
2,500,000
$
2.735
$
6,837,500
$
867
Table of Contents
(1)
Each share of common stock includes a right to purchase one
one-thousandth of a share of Series A Junior Participating Preferred Stock
pursuant to the Rights Agreement between the registrant and American Stock
Transfer & Trust Company, as Rights Agent, as amended. Pursuant to Rule
416(a), this Registration Statement also covers shares of common stock
that may be issued pursuant to the antidilution provisions contained in
the La Jolla Pharmaceutical Company 2004 Equity Incentive Plan and the La
Jolla Pharmaceutical Company 1995 Employee Stock Purchase Plan.
(2)
Represents 2,000,000 shares of common stock reserved for issuance under
the La Jolla Pharmaceutical Company 2004 Equity Incentive Plan and 500,000 shares of common stock reserved for issuance under the La Jolla
Pharmaceutical Company 1995 Employee Stock Purchase Plan. An aggregate of
1,500,000 shares of our common stock, including the shares registered
hereby, are issuable under the 1995 Employee Stock Purchase Plan. In
addition to the shares of common stock registered hereby, 300,000 shares
of our common stock issuable under the 1995 Employee Stock Purchase Plan
were previously registered under a Registration Statement on Form S-8
(Registration No. 33-94830), filed with the Securities and Exchange
Commission on July 21, 1995; 200,000 shares of our common stock issuable
under the 1995 Employee Stock Purchase Plan were previously registered
under a Registration Statement on Form S-8 (Registration No. 333-45080),
filed with the Securities and Exchange Commission on September 1, 2000;
300,000 shares of our common stock issuable under the 1995 Employee Stock
Purchase Plan were previously registered under a Registration Statement on
Form S-8 (Registration No. 333-69104), filed with the Securities and
Exchange Commission on September 7, 2001; and 200,000 shares of our common
stock issuable under the 1995 Employee Stock Purchase Plan were previously
registered under a Registration Statement on Form S-8 (Registration No.
33-89980), filed with the Securities and Exchange Commission on June 6,
2002.
(3)
Estimated solely for the purpose of calculating the
registration fee pursuant to Rules 457(c) and 457(h) and based on
the average of the high and low price of our common stock on
June 1, 2004 on the Nasdaq National Market.
TABLE OF CONTENTS
PART I            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
PART II            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Item 4. Description of Securities.
Item 5. Interests of Named Experts and Counsel.
Item 6. Indemnification of Directors and Officers.
Item 7. Exemption From Registration Claimed.
Item 8. Exhibits.
Item 9. Undertakings.
SIGNATURES
EXHIBIT 5.1
EXHIBIT 23.1
Table of Contents
INTRODUCTION
This Registration Statement on Form S-8 is filed by La Jolla
Pharmaceutical Company, a Delaware corporation, to register 2,000,000 shares of
our common stock under the La Jolla Pharmaceutical Company 2004 Equity
Incentive Plan and 500,000 shares of our common stock under the La Jolla
Pharmaceutical Company 1995 Employee Stock Purchase Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
*
Information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this registration statement in
accordance with Rule 428 under the Securities Act of 1933, as amended,
and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which we have previously filed with the
Securities and Exchange Commission, are incorporated herein by reference and
made a part hereof:
(a)
Our Annual Report on Form 10-K for our fiscal year ended December 31,
2003;
(b)
Our Quarterly Report on Form 10-Q for our fiscal quarter ended March
31, 2004;
(c)
Our Proxy Statement for our 2004 annual meeting of stockholders;
(d)
Our Current Reports on Form 8-K, filed February 17, February
20, February 26, March 3, March 8, March 10, March 11, March 22,
April 21, May 11, May 13 and June 3, 2004; and
(e)
The description of our common stock contained in our
Registration Statements on Form 8-A, filed on June 2, 1994, December
4, 1998 and January 26, 2001.
All documents that we file pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934, as amended, subsequent to the date of
this registration statement, and prior to the filing of a post-effective
amendment hereto that indicates that all securities offered hereunder have been
sold or that deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.
For purposes of this registration statement, any statement contained
herein or in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded to the extent that a
statement contained herein or in any other subsequently filed document that
also is or is deemed to be incorporated herein by reference modifies or
supersedes such statement in such document. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
Item 4. Description of Securities.
Not Applicable.
Table of Contents
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
La Jolla Pharmaceutical Company is a Delaware corporation. Section 145(a)
of the General Corporation Law of the State of Delaware (the "DGCL") provides
that a Delaware corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, other than an action by or in the right of the corporation, by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses,
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
the person acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no cause to believe his or
her conduct was unlawful.
Section 145(b) of the DGCL provides that a Delaware corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if the person acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification may be made in
respect to any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation, unless and only to the extent that
the court in which such action or suit was brought shall determine that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to be indemnified for
such expenses which the court shall deem proper.
Section 145 of the DGCL further provides that to the extent a present or
former director or officer of a corporation has been successful in the defense
of any action, suit or proceeding referred to in subsection (a) and (b) of
Section 145 or in the defense of any claim, issue or matter therein, he or she
shall be indemnified against expenses actually and reasonably incurred by him
or her in connection therewith; that indemnification and advancement of
expenses provided for by Section 145 shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of stockholder or disinterested
directors or otherwise; and that the corporation shall have the power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against such person and incurred by such person
in any such capacity, or arising out of his or her status as such, whether or
not the corporation would have the power to indemnify him or her against such
liabilities under Section 145.
As used in this Item 6, the term "proceeding," means any threatened,
pending, or completed action, suit, or proceeding, whether or not by or in the
right of La Jolla Pharmaceutical Company, and whether civil, criminal,
administrative, investigative or otherwise.
As permitted by Section 102(b)(7) of the DGCL our certificate of
incorporation provides that a director shall not be liable to us or our
stockholders for monetary damages for breach of fiduciary duty as a director.
However, such provision does not eliminate or limit the liability of a director
for acts or omissions not in good faith or for breaching his or her duty of
loyalty, engaging in intentional misconduct, knowingly violating the law,
paying an illegal dividend, approving an illegal stock repurchase, or obtaining
an improper personal benefit. A provision of this type has no effect on the
availability of equitable remedies, such as injunction or rescission, for
breach of fiduciary duty. Our bylaws require that directors and officers be
indemnified to the maximum extent permitted by Delaware law.
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Table of Contents
We also have entered into indemnity agreements with each of our directors
and executive officers. These indemnity agreements generally require that we
pay on behalf of each director and officer party thereto all amounts that he or
she is or becomes legally obligated to pay because of any claim or claims made
against him or her because of any act or omission or which he or she commits or
suffers while acting in his or her capacity as our director and/or officer and
because of his or her being a director and/or officer. Under the DGCL, absent
an indemnity agreement or a provision in a corporation's bylaws or certificate
of incorporation, indemnification of a director or officer is discretionary
rather than mandatory (except in the case of a proceeding in which a director
or officer is successful on the merits). In addition, if indemnification is
unavailable and may not be paid to an officer or director, we have agreed,
subject to a limited number of exceptions, to contribute to the amount of
expenses incurred or payable by the officer or director, to the extent allowed
by applicable law, in such proportion as is appropriate to reflect the relative
benefits received by us, on the one hand, and by the officer or director, on
the other, from the transaction from which the proceeding arose and the
relative faults of the parties, as well as any other applicable equitable
considerations.
Consistent with our bylaw provision on the subject, the indemnity
agreements require us to make prompt payment of defense and investigation costs
and expenses at the request of the director or officer in advance of
indemnification, provided that the recipient undertakes to repay the amounts if
it is ultimately determined that he or she is not entitled to indemnification
for such expenses and provided further that such advance shall not be made if
it is determined that the director or officer would not be permitted to be
indemnified under applicable law. The indemnity agreements make the advance of
litigation expenses mandatory absent a special determination to the contrary.
Under the DGCL, absent an indemnity agreement or a provision in a corporation's
bylaws or certificate of incorporation, the advancement of expenses is
discretionary. Under the indemnity agreement, the director or officer is
permitted to petition the court to seek recovery of amounts due under the
indemnity agreement and to recover the expenses of seeking such recovery if he
or she is successful. The benefits of the indemnity agreement will not be
available to the extent that an officer or director has other indemnification
or insurance coverage for the subject claim. In addition, no indemnity will be
paid by us: with respect to remuneration paid to an officer or director if it
is determined by a final judgment that such remuneration was in violation of
law; on account of any suit or judgment rendered against an officer or director
for violating Section 16(b) of the Securities Exchange Act of 1934, or
analogous provisions of law; if an officer's or director's conduct is adjudged
to be fraudulent or deliberately dishonest, or constitutes willful misconduct;
or if it is adjudged that indemnification is not lawful. Absent the indemnity
agreement, indemnification that might be made available to directors and
officers could be changed by amendments to our certificate of incorporation or
bylaws.
We currently maintain an insurance policy which, within the limits and
subject to the terms and conditions thereof, covers certain expenses and
liabilities that may be incurred by directors and officers in connection with
actions, suits or proceedings that may be brought against them as a result of
an act or omission committed or suffered while acting as a director or officer.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The Exhibit Index attached hereto is incorporated by reference herein.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
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(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
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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 San Diego, State of California, on this 4th day of
June, 2004.
LA JOLLA PHARMACEUTICAL COMPANY
By:
/s/ Steven B. Engle
Steven B. Engle
Chairman and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Steven
B. Engle and Gail A. Sloan his or her true and lawful attorneys-in-fact and
agents, each acting alone, with full powers of substitution and resubstitution,
for him or her and in his or her 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, each acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as full to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his or her substitute or substitutes, 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 indicated on June 4, 2004.
Signature
Title
/s/ Steven B. Engle
Steven B. Engle
Chairman and Chief Executive Officer
(Principal Executive Officer)
/s/ Gail A. Sloan
Gail A. Sloan
Vice President of Finance, Controller and Secretary
(Principal Financial and Accounting Officer)
/s/ Thomas H. Adams, Ph.D.
Thomas H. Adams, Ph.D.
Director
/s/ William E. Engbers
William E. Engbers
Director
/s/ Robert A Fildes, Ph.D.
Robert A. Fildes, Ph.D.
Director
/s/ Stephen M. Martin
Stephen M. Martin
Director
/s/ William R. Ringo
William R. Ringo
Director
Table of Contents
EXHIBIT INDEX
Exhibit No.
Description
4.1
Amended and Restated Certificate of Incorporation (1)
4.2
Amended and Restated Bylaws (2)
4.3
Rights Agreement dated as of December 3, 1998 between the Company and
American Stock Transfer & Trust Company (3)
4.4
Certificate of Designation, Preferences and Rights of Series A Junior
Participating Preferred Stock of the Company (4)
4.5
Amendment to Rights Agreement, effective as of July 21, 2001, between
the Company and American Stock Transfer & Trust Company (5)
4.6
La Jolla Pharmaceutical Company 2004 Equity Incentive Plan (6)
4.7
La Jolla Pharmaceutical Company 1995 Employee Stock Purchase Plan (7)
5.1
Opinion of Gibson, Dunn & Crutcher LLP
23.1
Consent of Independent
Registered Public Accounting Firm
23.2
Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1 hereto)
24.1
Power of Attorney (contained on the signature page hereto)
(1)
Previously filed with the Company's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1999 and incorporated by reference
herein.
(2)
Previously filed with the Company's Quarterly Report on Form 10-Q for
the quarter ended September 30, 2000 and incorporated by reference
herein.
(3)
Previously filed with the Company's Registration Statement on Form 8-A,
filed on December 4, 1998,
and incorporated by reference herein.
(4)
Previously filed with the Company's Quarterly Report on Form 10-Q for
the quarter ended
June 30, 1999 and incorporated by reference herein.
(5)
Previously filed with the Company's Current Report on Form 8-K, filed
on January 26, 2001, and incorporated by reference herein. The changes
effected by the amendment are also reflected in the Registration
Statement on Form 8-A/A filed on January 26, 2001.
(6)
Incorporated by reference to Appendix A to Schedule 14A filed by the
Company with the
Securities and Exchange Commission on April 14, 2004.
(7)
Incorporated by reference to Appendix B to Schedule 14A filed by the
Company with the
Securities and Exchange Commission on April 14, 2004.