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<title>02102006 S8 DOC</title>
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<p align="right"><font size="2" color="FF0000"><B>
As filed with the Securities and Exchange Commission on February ___, 2006<br>
                                               Registration No. 333-________
</B></font></p>

<DIV align=left>
<HR align=left SIZE=2 width="100%">
<HR align=left SIZE=2 width="100%">
</DIV>

<p align="center"><font size="3"><B>
SECURITIES AND EXCHANGE COMMISSION</br>
Washington, D.C. 20549</B></font></p>

<HR align=center SIZE=2 width="25%">

<p align="center"><font size="5"><B>FORM S-8</B></font><br>
<font size="3"><B>
                             REGISTRATION STATEMENT<br>
                                    Under<br>
                       The Securities Act of 1933
</B>

<HR align=center SIZE=2 width="25%">

<p align="center"><font size="6" color="#0000FF"><B>
                             <u>PHARMACYCLICS, INC.</u>
</B></font></br>
<font size="2">
                    (Exact name of registrant as specified in its charter)




<TABLE COLS=2 WIDTH="100%" >
<TR>
<TD>
<font size="3"><B>
<CENTER><u>Delaware</u></CENTER>
</font></B>
</TD>
<TD>
<font size="3"><B>
<CENTER><u>94-3148201</u></CENTER>
</font></B>
</TD>
</TR>
<TR>
<TD>
<font size="2">
<CENTER>&nbsp; (State or other jurisdiction of incorporation or organization)&nbsp;</CENTER>
</font>
</TD>
<TD>
<font size="2">
<CENTER>(IRS Employer Identification No.)</CENTER>
</font>
</TD>
</TR>
</TABLE>
<BR>

<p align="center"><font size="3"><B>
                                   995 East Arques Avenue <br>
                             <u> Sunnyvale, California &nbsp; 94085-4521
</B></font></u><br>

<font size="2">
       (Address, including zip code, of Registrant's principal executive offices)</P>

<HR align=center SIZE=2 width="25%">
<p align="center"><font size="3"><B>
                     PHARMACYCLICS, INC.<br>
<FONT SIZE=2>2004 EQUITY INCENTIVE AWARD PLAN<br>
</B>
<font size="2">
                        (Full title of the Plan)
</font></p>
<HR align=center SIZE=2 width="25%">

<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=0 WIDTH=564>
<TR><TD WIDTH="45%" VALIGN="TOP">
<FONT SIZE=2><B><P ALIGN="CENTER">Richard A. Miller,
M.D.</FONT></B></TD>
</TR>
<TR><TD WIDTH="45%" VALIGN="TOP">
<FONT SIZE=2><B><P ALIGN="CENTER">President and Chief Executive
Officer</FONT></B></TD>
</TR>
<TR><TD WIDTH="45%" VALIGN="TOP">
<FONT SIZE=2><B><P ALIGN="CENTER">Pharmacyclics, Inc.</FONT></B></TD>
</TR>
<TR><TD WIDTH="45%" VALIGN="TOP">
<FONT SIZE=2><B><P ALIGN="CENTER">995 East Arques
Avenue</FONT></B></TD>
</TR>
<TR><TD WIDTH="45%" VALIGN="TOP">
<FONT SIZE=2><B><P ALIGN="CENTER">Sunnyvale, California &nbsp;94085-4521
</FONT></B></TD>
</TR>
<TR><TD WIDTH="45%" VALIGN="TOP">
<FONT SIZE=2><B><P ALIGN="CENTER">(408) 774-0330</FONT></B></TD>
</TR>
</TABLE>
</CENTER></P>

<FONT SIZE=1><P ALIGN="CENTER">(Name, Address and Telephone number, including
Area Code, of Agent for Service) </P>
</FONT>
<HR align=center SIZE=2 width="25%">



<P ALIGN="CENTER"><CENTER><TABLE BORDER CELLSPACING=1 CELLPADDING=2 WIDTH=623>
<TR><TD VALIGN="BOTTOM" COLSPAN=5>
<B><FONT SIZE=2><P ALIGN="CENTER">CALCULATION OF REGISTRATION
FEE</B></FONT></TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="BOTTOM">
<B><FONT SIZE=1><P ALIGN="CENTER">Title of Each Class of<br>
Securities to be Registered</B></FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<B><FONT SIZE=1><P ALIGN="CENTER">Amount <br>
to be <br>
Registered (2)</B></FONT></TD>

<TD WIDTH="17%" VALIGN="BOTTOM">
<B><FONT SIZE=1><P ALIGN="CENTER">Proposed <br>
Maximum <br>
Offering <br>
Price <br>
Per Share (3)</B></FONT></TD>

<TD WIDTH="17%" VALIGN="BOTTOM">
<B><FONT SIZE=1><P ALIGN="CENTER">Proposed <br>
Maximum <br>
Aggregate <br>
Offering <br>
Price (3)</B></FONT></TD>

<TD WIDTH="13%" VALIGN="BOTTOM">
<B><FONT SIZE=1><P ALIGN="CENTER">Amount of Registration <br>
Fee</B></FONT></TD>
</TR>

<TR><TD WIDTH="35%" VALIGN="TOP">
<FONT SIZE=1><P>Common Stock, par value $0.0001 per share issuable pursuant to the
Pharmacyclics, Inc. 2004 Equity Incentive Award Plan <SUP>(1)</P>
</SUP>
</FONT></TD>
<TD WIDTH="17%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER"><br>1,000,000 shares</FONT></TD>
<TD WIDTH="17%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER"><br>$4.87</FONT></TD>
<TD WIDTH="17%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER"><br>$4,870,000</FONT></TD>
<TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER"><br>$521.09</FONT></TD>
</TR>
</TABLE>
</CENTER></P>

<FONT SIZE=2>
<OL>

<P><SUP>(1)</SUP>&#9;Associated with the registrant's Common Stock are preferred
stock purchase rights which will not be exercisable or be evidenced separately
from the common stock prior to the occurrence of certain events. The value
attributable to such rights, if any, is reflected in the market price of the
registrant's Common Stock.</P>

<P><SUP>(2)</SUP>&#9;Represents an additional 1,000,000 shares to be offered and sold
under the Pharmacyclics, Inc, 2004 Equity Incentive Award Plan (the &quot;2004
Plan&quot;) and comprise 1,000,000 shares not previously registered. Pursuant to
Rule 416(a), this Registration Statement shall also cover any additional shares
of the registrant's Common Stock that become issuable under the registrant's
2004 Plan by reason of any stock dividend, stock split, recapitalization or
other similar transaction effected without receipt of consideration that
increases the number of outstanding shares of Common Stock. </P>

<P><SUP>(3)</SUP>&#9;Estimated solely for the purposes of calculating the
registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as
amended (the &quot;Securities Act&quot;), and is based on the average of the
high and low sales price of the Common Stock, as reported on the Nasdaq National
Market on February 7, 2006. </P>


<br>
<HR WIDTH="85%">
<br>

<P style="PAGE-BREAK-BEFORE: always" align=left>

<FONT SIZE=2>
<B><P ALIGN="CENTER">PART </B>I<br>

<B>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</P>
</B>
<P>The information called for in Part I of Form S-8 is not being filed with or
included in this Registration Statement on Form S-8 (by incorporation, by
reference or otherwise) in accordance with the rules and regulations of the
Securities and Exchange Commission (the &quot;<U>Commission</U>&quot;).</P>


<B><P ALIGN="CENTER">PART II<br>

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</P>

<P>Item 3.&#9;Incorporation of Documents by Reference.</P>
</B><P>The following documents filed by the Registrant with the Commission are
incorporated herein by reference:</P>

<OL TYPE="a">

<LI>Pharmacyclics, Inc.'s Annual Report on Form 10-K for the fiscal year ended
June 30, 2005;</LI>
<LI>Pharmacyclics, Inc.'s Quarterly Reports on Form 10-Q for the quarters ending
September 30, 2005 and December&nbsp;31, 2005;</LI>
<LI>Pharmacyclics, Inc.'s Current Reports on Form 8-K, filed with the Commission
on August 18, 2005, September 8, 2005, September 13, 2005, October 27, 2005,
November 28, 2005, November 30, 2005, December 8, 2005; December 12, 2005;
December 19, 2005; January 26, 2006; and </LI>
<LI>The description of Pharmacyclics, Inc. common stock contained in its
registration statement on Form 8-A filed with the Commission on October 20,
1995, including any amendment or report filed for the purpose of updating that
description, and the description of the Company's Series A junior participating
preferred stock contained in our registration statement on Form 8-A filed with
the Commission May 21, 2002, including any amendment or report filed for the
purpose of updating that description.</LI></OL>


<P>In addition, all documents filed by Pharmacyclics, Inc. pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
registration statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part of it from the
respective dates of filing such documents.  Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement. Under no circumstances will
any information filed under items 2.02 or 7.01 of Form 8-K be deemed to be
incorporated by reference unless such Form 8-K expressly provides to the
contrary. </P>

<B><P>Item 4.  Description of Securities.</P><DIR>
</B><P>Not applicable. </P></DIR>

<B><P>Item 5.  Interests of Named Experts and Counsel.</P><DIR>
</B><P>Not applicable.</P></DIR>

<B><P>Item 6.  Indemnification of Directors and Officers. </P>
</B><P>Under Section 145 of the Delaware General Corporation Law (the "DGCL"),
the Registrant has broad powers to indemnify its directors and officers against
liabilities they may incur in such capacities, including liabilities under the
Securities Act of 1933, as amended (the "1933 Act"). The Registrant's Bylaws
(the "Bylaws") provide that the Registrant shall indemnify its directors and
officers to the fullest extent authorized by the DGCL which permits
indemnification only if such officer or director acted (i) in good faith, (ii)
in a manner reasonably believed to be in or not opposed to the best interests of
the Registrant, and (iii) with respect to any criminal action or proceeding, had
no reasonable cause to believe such conduct was unlawful. The Registrant
believes that indemnification under its Bylaws covers at least negligence and
gross negligence, and requires the Registrant to advance litigation expenses in
the case of stockholder derivative actions or other actions, against an
undertaking by the directors and officers to repay such advances if it is
ultimately determined that the director is not entitled to indemnification. The
Bylaws further provide that rights conferred under such Bylaws shall not be
deemed to be exclusive of any other right such persons may have or acquire under
any agreement, vote of stockholders or disinterested directors, or
otherwise.</P>
<P>In addition, the Registrant's Amended and Restated Certificate of
Incorporation (the "Certificate of Incorporation") provides that, to the fullest
extent permitted by the DGCL, none of its directors shall be liable for monetary
damages for breach of his or her fiduciary duty of care to the Registrant and
its stockholders. This provision in the Certificate of Incorporation does not
eliminate the duty of care, and in appropriate circumstances equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Registrant for
acts or omissions not in good faith or involving intentional misconduct, for
knowing violations of law, for actions leading to improper personal benefit to
the director, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws. The Certificate of
Incorporation further provides that the Registrant may indemnify its directors
and officers to the fullest extent permitted by law.</P>
<P>The Registrant has obtained a liability insurance policy for the officers and
directors that, subject to certain limitations, terms and conditions, will
insure them against losses arising from wrongful acts (as defined by the policy)
in their capacity as directors or officers.</P>
<P>In addition, the Registrant has entered into agreements to indemnify its
directors and certain of its officers in addition to the indemnification
provided for in the Certificate of Incorporation and Bylaws. These agreements,
among other things, indemnify the Registrant's directors and certain of its
officers for certain expenses (including attorneys fees), judgments, fines and
settlement amounts incurred by such person in any action or proceeding,
including any action by or in the right of the Registrant, on account of
services as a director or officer of the Registrant or as a director or officer
of any subsidiary of the Registrant, or as a director or officer of any other
company or enterprise that the person provides services to at the request of the
Registrant.</P>

<B><P>Item 7.  Exemption from Registration Claimed.</P>
</B><DIR>
<P>Not applicable. </P>
</DIR>

<B><P>Item 8.&#9; Exhibits.</P>
</B><DIR>
<P>See the Index to Exhibits.</P>
</DIR>

<B><P>Item 9.&#9; Undertakings.</P>
</B></FONT><DIR>



<FONT SIZE=2><P>(a) The undersigned registrant hereby undertakes: </P><DIR>

<P>(1) To file, during any period in which offers or sales are being made, a post-
effective amendment to this Registration Statement: </P>

<DIR>

<OL TYPE="i">
<OL TYPE="i">
<LI>to include any prospectus required by Section&nbsp;10(a)(3) of the Act;
</LI>

<LI>to reflect in the prospectus any facts or events arising after the effective
date of this 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 is Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule&nbsp;424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20&nbsp;percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement; and</LI>

<LI>to include any material information with respect to the plan of distribution
not previously disclosed in this Registration Statement or any material change
to such information in this Registration Statement. </LI></OL>

</DIR>
</DIR>
<P>Provided, however that paragraphs (1)(i) and (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 the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement. </P>



<DIR>
<P>(2) The Company hereby undertakes that, for the purposes of determining any
liability under the Securities Act, 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>

<P>(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. </P>
</DIR>

<P>(b) That, for purposes of determining any liability under the Securities Act,
each filing of the Company's annual report pursuant to Section&nbsp;13(a) or
15(d) of the Exchange Act that is incorporated by reference in this 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>

<P>(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company 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 Company 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 and will be governed by the final adjudication of such issue. </LI></OL>
</P>
</DIR>

<P style="PAGE-BREAK-BEFORE: always" align=left>

<P>&nbsp;</P>
<FONT SIZE=2>
<B><P ALIGN="CENTER">SIGNATURES</P>
</B><P>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 Sunnyvale, State of California, on February 10,
2006.</P>


<TABLE CELLSPACING=0 BORDER=0 WIDTH=673>

<TR><TD WIDTH="39%" VALIGN="TOP" COLSPAN=2>
<P>&nbsp;</TD>
<TD WIDTH="61%" VALIGN="TOP" COLSPAN=2>
<FONT SIZE=2><P>PHARMACYCLICS, INC. </FONT></TD>
</TR>
<TR><TD WIDTH="39%" VALIGN="TOP" COLSPAN=2>
<P>&nbsp;</TD>
<TD WIDTH="61%" VALIGN="TOP" COLSPAN=2>
<I><FONT SIZE=2><P>(Registrant)</I> </FONT></TD>
</TR>
<TR><TD WIDTH="39%" VALIGN="MIDDLE" COLSPAN=2>&nbsp;</TD>
<TD WIDTH="5%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="55%" VALIGN="MIDDLE">&nbsp;</TD>
</TR>
<TR><TD WIDTH="39%" VALIGN="TOP" COLSPAN=2>
<P>&nbsp;</TD>
<TD WIDTH="5%" VALIGN="TOP">
<FONT SIZE=2><P>By:&nbsp;</FONT></TD>
<TD WIDTH="55%" VALIGN="TOP">
<FONT SIZE=2><P>/s/ Richard A. Miller, M.D.</FONT></TD>
</TABLE>

<TABLE border=0 cellPadding=0 cellSpacing=0 width="100%">
  <TR>
    <TD width="38%"></TD>
    <TD width="62%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left>
      <HR align=left SIZE=1>
    </TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left><FONT SIZE=2>
                                               Richard A. Miller, M.D.
</TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left><I><FONT SIZE=2>
                                        President and Chief Executive Officer
  </I></TD></TR></TABLE></P>


<P>&#9;Each person whose signature appears below constitutes and appoints
Richard A. Miller, M.D. and Leiv Lea, and each of them, his true and lawful
attorneys-in-fact and agents, each 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 order to effectuate the same as fully, to
all intents and purposes, as he might or could do in person, hereby ratifying
and confirming all that each of said attorneys-in-fact and agents, or either of
them, may lawfully do or cause to be done by virtue hereof.</P>

<P>&#9;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 the dates indicated:</P>

<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=8 WIDTH=650>
<TR><TD WIDTH="34%" VALIGN="TOP"><FONT SIZE=2>
<U><P>Signature</U></TD>
<TD WIDTH="48%" VALIGN="TOP"><FONT SIZE=2>
<U><P>Title</U></TD>
<TD WIDTH="18%" VALIGN="TOP"><FONT SIZE=2>
<U><P>Date</U></TD>
</TR>

<TR><TD WIDTH="34%" VALIGN="TOP"><FONT SIZE=2>
<U>
    /s/ RICHARD A. MILLER, M.D.
</U><br>
      Richard A. Miller, M.D.
</TD>
<TD WIDTH="48%" VALIGN="TOP"><FONT SIZE=2>
President and Chief
Executive Officer and
Director  (Principal
Executive Officer)
</TD>
<TD WIDTH="18%" VALIGN="TOP"><FONT SIZE=2>
                                             February 10, 2006
</TD>
</TR>

<TR><TD WIDTH="34%" VALIGN="TOP"><FONT SIZE=2>
<U>
           /s/ LEIV LEA
</U><br>
             Leiv Lea
</TD>
<TD WIDTH="48%" VALIGN="TOP"><FONT SIZE=2>
Vice President, Finance
and Administration and
Chief Financial Officer
(Principal Accounting
Officer)
</TD>
<TD WIDTH="18%" VALIGN="TOP"><FONT SIZE=2>
                                             February 10, 2006
</TD>
</TR>

<TR><TD WIDTH="34%" VALIGN="TOP"><FONT SIZE=2>
<U>
       /s/ MILES R. GILBURNE
</U><br>
         Miles R. Gilburne
</TD>
<TD WIDTH="48%" VALIGN="TOP"><FONT SIZE=2>
Director
</TD>
<TD WIDTH="18%" VALIGN="TOP"><FONT SIZE=2>
                                             February 10, 2006
</TD>
</TR>

<TR><TD WIDTH="34%" VALIGN="TOP"><FONT SIZE=2>
<U>
   /s/ LORETTA M. ITRI, M.D.
</U><br>
        Loretta M. Itri, M.D.
</TD>
<TD WIDTH="48%" VALIGN="TOP"><FONT SIZE=2>
Director
</TD>
<TD WIDTH="18%" VALIGN="TOP"><FONT SIZE=2>
                                             February 10, 2006
</TD>
</TR>

<TR><TD WIDTH="34%" VALIGN="TOP"><FONT SIZE=2>
<U>
    /s/ RICHARD M. LEVY, PH.D.
</U><br>
          Richard M. Levy, Ph.D.
</TD>
<TD WIDTH="48%" VALIGN="TOP"><FONT SIZE=2>
Director
</TD>
<TD WIDTH="18%" VALIGN="TOP"><FONT SIZE=2>
                                             February 10, 2006
</TD>
</TR>

<TR><TD WIDTH="34%" VALIGN="TOP"><FONT SIZE=2>
<U>
        /s/ WILLIAM R. ROHN
</U><br>
          William R. Rohn
</TD>
<TD WIDTH="48%" VALIGN="TOP"><FONT SIZE=2>
Director
</TD>
<TD WIDTH="18%" VALIGN="TOP"><FONT SIZE=2>
                                             February 10, 2006
</TD>
</TR>

<TR><TD WIDTH="34%" VALIGN="TOP"><FONT SIZE=2>
<U>
        /s/ CRAIG C. TAYLOR
</U><br>
          Craig C. Taylor
</TD>
<TD WIDTH="48%" VALIGN="TOP"><FONT SIZE=2>
Director
</TD>
<TD WIDTH="18%" VALIGN="TOP"><FONT SIZE=2>
                                             February 10, 2006
</TD>
</TR>
</TABLE>

<FONT SIZE=2>

<br>
<HR WIDTH="85%">
<br>

<P style="PAGE-BREAK-BEFORE: always" align=left>

<P>&nbsp;</P>
<FONT SIZE=2>
<B><P ALIGN="CENTER">EXHIBITS INDEX</P></B></FONT>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=638>
<TR><TD WIDTH="11%" VALIGN="BOTTOM">
<FONT SIZE=2><P>&nbsp;</P>
<B><P>Exhibit Number</B></FONT></TD>
<TD WIDTH="89%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P>Description</B></FONT></TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=2><P>4.1</FONT></TD>
<TD WIDTH="89%" VALIGN="TOP">
<FONT SIZE=2><P>Pharmacyclics, Inc. 2004 Equity Incentive Award Plan<SUP> (1)</SUP>
</FONT></TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=2><P>5.1</FONT></TD>
<TD WIDTH="89%" VALIGN="TOP">
<FONT SIZE=2><P>Opinion as to the legality of the securities being registered </FONT></TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=2><P>23.1</FONT></TD>
<TD WIDTH="89%" VALIGN="TOP">
<FONT SIZE=2><P> Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm </FONT></TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=2><P>23.2</FONT></TD>
<TD WIDTH="89%" VALIGN="TOP">
<FONT SIZE=2><P> Consent of Latham &amp; Watkins LLP (included in Exhibit 5.1
hereto)</FONT></TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=2><P>24.1</FONT></TD>
<TD WIDTH="89%" VALIGN="TOP">
<FONT SIZE=2><P> Power of Attorney (included in the signature page hereto)
</FONT></TD>
</TR>
</TABLE>

<P>______________________</P>

<DIR>
<SUP>(1)</SUP>&#9;Incorporated by reference to Exhibit B of the Registrant's
Proxy Statement Pursuant to Section 14(a) filed with the Commission on October
26, 2004. </P>
</FONT>
</DIR>


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{"company-data": {"conformed-name": "PHARMACYCLICS INC", "cik": "0000949699", "assigned-sic": "2834", "irs-number": "943148201", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-131739", "film-number": "06598436"}, "business-address": {"street1": "PHARMACYCLICS INC", "street2": "995 E ARQUES AVE", "city": "SUNNYVALE", "state": "CA", "zip": "94085-4521", "phone": "408 774 0330"}, "mail-address": {"street1": "PHARMACYCLICS INC", "street2": "995 E ARQUES AVE", "city": "SUNNYVALE", "state": "CA", "zip": "94085-4521"}}
02102006 S8 DOC
As filed with the Securities and Exchange Commission on February ___, 2006
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
PHARMACYCLICS, INC.
(Exact name of registrant as specified in its charter)
Delaware
94-3148201
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification No.)
995 East Arques Avenue
Sunnyvale, California   94085-4521
(Address, including zip code, of Registrant's principal executive offices)
PHARMACYCLICS, INC.
2004 EQUITY INCENTIVE AWARD PLAN
(Full title of the Plan)
Richard A. Miller,
M.D.
President and Chief Executive
Officer
Pharmacyclics, Inc.
995 East Arques
Avenue
Sunnyvale, California  94085-4521
(408) 774-0330
(Name, Address and Telephone number, including
Area Code, of Agent for Service)
CALCULATION OF REGISTRATION
FEE
Title of Each Class of
Securities to be Registered
Amount
to be
Registered (2)
Proposed
Maximum
Offering
Price
Per Share (3)
Proposed
Maximum
Aggregate
Offering
Price (3)
Amount of Registration
Fee
Common Stock, par value $0.0001 per share issuable pursuant to the
Pharmacyclics, Inc. 2004 Equity Incentive Award Plan
(1)
1,000,000 shares
$4.87
$4,870,000
$521.09
(1)
Associated with the registrant's Common Stock are preferred
stock purchase rights which will not be exercisable or be evidenced separately
from the common stock prior to the occurrence of certain events. The value
attributable to such rights, if any, is reflected in the market price of the
registrant's Common Stock.
(2)
Represents an additional 1,000,000 shares to be offered and sold
under the Pharmacyclics, Inc, 2004 Equity Incentive Award Plan (the "2004
Plan") and comprise 1,000,000 shares not previously registered. Pursuant to
Rule 416(a), this Registration Statement shall also cover any additional shares
of the registrant's Common Stock that become issuable under the registrant's
2004 Plan by reason of any stock dividend, stock split, recapitalization or
other similar transaction effected without receipt of consideration that
increases the number of outstanding shares of Common Stock.
(3)
Estimated solely for the purposes of calculating the
registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as
amended (the "Securities Act"), and is based on the average of the
high and low sales price of the Common Stock, as reported on the Nasdaq National
Market on February 7, 2006.
PART
I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form S-8 is not being filed with or
included in this Registration Statement on Form S-8 (by incorporation, by
reference or otherwise) in accordance with the rules and regulations of the
Securities and Exchange Commission (the "
Commission
").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.	Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission are
incorporated herein by reference:
Pharmacyclics, Inc.'s Annual Report on Form 10-K for the fiscal year ended
June 30, 2005;
Pharmacyclics, Inc.'s Quarterly Reports on Form 10-Q for the quarters ending
September 30, 2005 and December 31, 2005;
Pharmacyclics, Inc.'s Current Reports on Form 8-K, filed with the Commission
on August 18, 2005, September 8, 2005, September 13, 2005, October 27, 2005,
November 28, 2005, November 30, 2005, December 8, 2005; December 12, 2005;
December 19, 2005; January 26, 2006; and
The description of Pharmacyclics, Inc. common stock contained in its
registration statement on Form 8-A filed with the Commission on October 20,
1995, including any amendment or report filed for the purpose of updating that
description, and the description of the Company's Series A junior participating
preferred stock contained in our registration statement on Form 8-A filed with
the Commission May 21, 2002, including any amendment or report filed for the
purpose of updating that description.
In addition, all documents filed by Pharmacyclics, Inc. pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
registration statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part of it from the
respective dates of filing such documents.  Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement. Under no circumstances will
any information filed under items 2.02 or 7.01 of Form 8-K be deemed to be
incorporated by reference unless such Form 8-K expressly provides to the
contrary.
Item 4.  Description of Securities.
Not applicable.
Item 5.  Interests of Named Experts and Counsel.
Not applicable.
Item 6.  Indemnification of Directors and Officers.
Under Section 145 of the Delaware General Corporation Law (the "DGCL"),
the Registrant has broad powers to indemnify its directors and officers against
liabilities they may incur in such capacities, including liabilities under the
Securities Act of 1933, as amended (the "1933 Act"). The Registrant's Bylaws
(the "Bylaws") provide that the Registrant shall indemnify its directors and
officers to the fullest extent authorized by the DGCL which permits
indemnification only if such officer or director acted (i) in good faith, (ii)
in a manner reasonably believed to be in or not opposed to the best interests of
the Registrant, and (iii) with respect to any criminal action or proceeding, had
no reasonable cause to believe such conduct was unlawful. The Registrant
believes that indemnification under its Bylaws covers at least negligence and
gross negligence, and requires the Registrant to advance litigation expenses in
the case of stockholder derivative actions or other actions, against an
undertaking by the directors and officers to repay such advances if it is
ultimately determined that the director is not entitled to indemnification. The
Bylaws further provide that rights conferred under such Bylaws shall not be
deemed to be exclusive of any other right such persons may have or acquire under
any agreement, vote of stockholders or disinterested directors, or
otherwise.
In addition, the Registrant's Amended and Restated Certificate of
Incorporation (the "Certificate of Incorporation") provides that, to the fullest
extent permitted by the DGCL, none of its directors shall be liable for monetary
damages for breach of his or her fiduciary duty of care to the Registrant and
its stockholders. This provision in the Certificate of Incorporation does not
eliminate the duty of care, and in appropriate circumstances equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Registrant for
acts or omissions not in good faith or involving intentional misconduct, for
knowing violations of law, for actions leading to improper personal benefit to
the director, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws. The Certificate of
Incorporation further provides that the Registrant may indemnify its directors
and officers to the fullest extent permitted by law.
The Registrant has obtained a liability insurance policy for the officers and
directors that, subject to certain limitations, terms and conditions, will
insure them against losses arising from wrongful acts (as defined by the policy)
in their capacity as directors or officers.
In addition, the Registrant has entered into agreements to indemnify its
directors and certain of its officers in addition to the indemnification
provided for in the Certificate of Incorporation and Bylaws. These agreements,
among other things, indemnify the Registrant's directors and certain of its
officers for certain expenses (including attorneys fees), judgments, fines and
settlement amounts incurred by such person in any action or proceeding,
including any action by or in the right of the Registrant, on account of
services as a director or officer of the Registrant or as a director or officer
of any subsidiary of the Registrant, or as a director or officer of any other
company or enterprise that the person provides services to at the request of the
Registrant.
Item 7.  Exemption from Registration Claimed.
Not applicable.
Item 8.	 Exhibits.
See the Index to Exhibits.
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:
to include any prospectus required by Section 10(a)(3) of the Act;
to reflect in the prospectus any facts or events arising after the effective
date of this 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 is Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement; and
to include any material information with respect to the plan of distribution
not previously disclosed in this Registration Statement or any material change
to such information in this Registration Statement.
Provided, however that paragraphs (1)(i) and (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 the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) The Company hereby undertakes that, for the purposes of determining any
liability under the Securities Act, 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) That, for purposes of determining any liability under the Securities Act,
each filing of the Company's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act that is incorporated by reference in this 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
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company 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 Company 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 and will be governed by the final adjudication of such issue.
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 Sunnyvale, State of California, on February 10,
2006.
PHARMACYCLICS, INC.
(Registrant)
By:
/s/ Richard A. Miller, M.D.
Richard A. Miller, M.D.
President and Chief Executive Officer
Each person whose signature appears below constitutes and appoints
Richard A. Miller, M.D. and Leiv Lea, and each of them, his true and lawful
attorneys-in-fact and agents, each 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 order to effectuate the same as fully, to
all intents and purposes, as he might or could do in person, hereby ratifying
and confirming all that each of said attorneys-in-fact and agents, or either of
them, 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 the dates indicated:
Signature
Title
Date
/s/ RICHARD A. MILLER, M.D.
Richard A. Miller, M.D.
President and Chief
Executive Officer and
Director  (Principal
Executive Officer)
February 10, 2006
/s/ LEIV LEA
Leiv Lea
Vice President, Finance
and Administration and
Chief Financial Officer
(Principal Accounting
Officer)
February 10, 2006
/s/ MILES R. GILBURNE
Miles R. Gilburne
Director
February 10, 2006
/s/ LORETTA M. ITRI, M.D.
Loretta M. Itri, M.D.
Director
February 10, 2006
/s/ RICHARD M. LEVY, PH.D.
Richard M. Levy, Ph.D.
Director
February 10, 2006
/s/ WILLIAM R. ROHN
William R. Rohn
Director
February 10, 2006
/s/ CRAIG C. TAYLOR
Craig C. Taylor
Director
February 10, 2006
EXHIBITS INDEX
Exhibit Number
Description
4.1
Pharmacyclics, Inc. 2004 Equity Incentive Award Plan
(1)
5.1
Opinion as to the legality of the securities being registered
23.1
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm
23.2
Consent of Latham & Watkins LLP (included in Exhibit 5.1
hereto)
24.1
Power of Attorney (included in the signature page hereto)
______________________
(1)
Incorporated by reference to Exhibit B of the Registrant's
Proxy Statement Pursuant to Section 14(a) filed with the Commission on October
26, 2004.