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<title>10222001 S8 DOC</title>
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As filed with the Securities and Exchange Commission on October 22, 2001<br>
                                               Registration No. 333-________
</strong></font></p>

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

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<br>
<p align="center"><font size="5"><strong>FORM S-8</strong></center></font>


<p align="center"><font size="3"><strong>
                             REGISTRATION STATEMENT<br>
<I>                                    Under<br>
                       The Securities Act of 1933</I>
</strong>

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



<P>&nbsp;
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<TD>
<font size="3"><strong>
<CENTER><u>Delaware</u></CENTER>
</font></strong>
</TD>
<TD>
<font size="3"><strong>
<CENTER><u>94-3148201</u></CENTER>
</font></strong>
</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"><strong>
                                   995 East Arques Avenue<br>
                             <u> Sunnyvale, California &nbsp;&nbsp; 94085
</strong></font></u><br>

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       (Address of principal executive offices, including zip code)</P>

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<p align="center"><font size="3"><strong>
                               PHARMACYCLICS, INC.<br>
                      EMPLOYEE STOCK PURCHASE PLAN<br>
</strong><font size="2">
                        (Full title of the Plan)
</font></p>
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<br>
<p align="center"><font size="3"><strong>
                                   Cynthia J. Ladd, Esq.<br>
                       Senior Vice President and General Counsel<br>
                                   Pharmacyclics, Inc.<br>
                     995 East Arques Avenue, Sunnyvale, CA &nbsp;&nbsp;94085<br>
</strong><font size="2">
                 (Name and address of agent for service)</font>
<font size="3"><strong>
                                   (408) 774-0330<br>
</strong><font size="2">
(Telephone number, including area code, of agent for service)
</font></p>

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<p align="center"><font size="2"><strong>
This Registration Statement shall become effective immediately upon filing
with the Securities and Exchange Commission and sales of the
registered securities will begin as soon as reasonably
 practicable after such effective date.
</strong>


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<B><P ALIGN="CENTER">CALCULATION OF REGISTRATION FEE</P></B></FONT>
<P ALIGN="CENTER"><CENTER><TABLE BORDER CELLSPACING=1 CELLPADDING=11 WIDTH=623>
<TR><TD WIDTH="29%" VALIGN="BOTTOM">
<P ALIGN="CENTER"><FONT SIZE=1>Title of Securities to be Registered</FONT></TD>
<TD WIDTH="18%" VALIGN="BOTTOM">
<FONT SIZE=1><P ALIGN="CENTER">Amount to be
              Registered(1)</FONT></TD>
<TD WIDTH="18%" VALIGN="BOTTOM">
<FONT SIZE=1><P ALIGN="CENTER">Offering Price
        per Share</FONT></TD>
<TD WIDTH="18%" VALIGN="BOTTOM">
<FONT SIZE=1><P ALIGN="CENTER">Aggregate <BR>
Offering Price(2)</FONT></TD>
<TD WIDTH="18%" VALIGN="BOTTOM">
<FONT SIZE=1><P ALIGN="CENTER">Amount of Registration Fee</FONT></TD>
</TR>
<TR><TD WIDTH="29%" VALIGN="TOP">
<U><FONT SIZE=1><P>Employee Stock Purchase Plan</U></FONT></TD>
<TD WIDTH="18%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="18%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="18%" VALIGN="TOP">
<P>&nbsp;</TD>
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<P>&nbsp;</TD>
</TR>
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<FONT SIZE=1><P>Common Stock</FONT></TD>
<TD WIDTH="18%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">200,000 shares</FONT></TD>
<TD WIDTH="18%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">$20.27</FONT></TD>
<TD WIDTH="18%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">$4,054,000.00</FONT></TD>
<TD WIDTH="18%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="RIGHT">$1,013.50</FONT></TD>
</TR>
</TABLE>
</CENTER></P>
<DIR>

<FONT SIZE=1><P ALIGN="JUSTIFY">(1)&#9;This Registration Statement shall also
cover any additional shares of Registrant's Common Stock which become issuable
under the Employee Stock Purchase Plan by
reason of any stock dividend, stock split, recapitalization or other similar
transaction effected without the Registrant's receipt of consideration which
results in an increase in the number of the outstanding shares of Registrant's
Common Stock.</P>
<P ALIGN="JUSTIFY">(2)&#9;Calculated solely for purposes of this offering under
Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the
average of the high and low selling prices per share of Registrant's Common
Stock on October 19, 2001 as reported by the Nasdaq National Market.</P></DIR>


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</FONT><B><FONT SIZE=2><P ALIGN="CENTER">PART II<BR>
<BR>
Information Required in the Registration Statement</P>
</B><P ALIGN="JUSTIFY">Item 3.&#9;<U>Incorporation of Documents by Reference</P>
</U><P ALIGN="JUSTIFY">The Registrant hereby incorporates by reference into this
Registration Statement the following documents previously filed with the
Securities and Exchange Commission ("SEC"):</P></FONT>
<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=529>
<TR><TD WIDTH="8%" VALIGN="TOP">
<P><FONT SIZE=2>(a)</FONT></TD>
<TD WIDTH="92%" VALIGN="TOP">
<FONT SIZE=2><P>The Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 2001, filed with the SEC on September 14, 2001; </FONT></TD>
</TR>
<TR><TD WIDTH="8%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="92%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="8%" VALIGN="TOP">
<FONT SIZE=2><P>(b)</FONT></TD>
<TD WIDTH="92%" VALIGN="TOP">
<FONT SIZE=2><P>The Registrant's Registration Statement No. 00-27066 on Form 8-A
filed with the SEC on October&nbsp;20, 1995 pursuant to Section 12 of the
Securities Exchange Act of 1934 (the "1934 Act"), which describes the terms,
rights and provisions applicable to the Registrant's outstanding Common
Stock.</FONT></TD>
</TR>
</TABLE>
</CENTER></P>

<FONT SIZE=2><P ALIGN="JUSTIFY">All reports and definitive proxy or information
statements filed pursuant to Section&nbsp;13(a), 13(c), 14 or 15(d) of the 1934
Act after the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference into this Registration Statement and to
be a part hereof from the date of filing of 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
subsequently filed document which also is deemed to be incorporated by reference
herein modifies or supersedes such statement. </P>
<P ALIGN="JUSTIFY">Item 4.&#9;<U>Description of Securities</P>
</U><P ALIGN="JUSTIFY">Not Applicable.</P>
<P ALIGN="JUSTIFY">Item 5.&#9;<U>Interests of Named Experts and Counsel</P>
</U><P ALIGN="JUSTIFY">Cynthia J. Ladd, Senior Vice President and General
Counsel of Registrant is an officer of Registrant and is eligible to participate in
the Employee Stock Purchase Plan.</P>
<P ALIGN="JUSTIFY">Item 6.&#9;<U>Indemnification of Directors and Officers</P>
</U><P ALIGN="JUSTIFY">Under Section 145 of the Delaware General Corporation
Law, 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 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 ALIGN="JUSTIFY">In addition, the Registrant's Certificate of Incorporation
(the "Certificate of Incorporation") provides that, pursuant to Delaware law,
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 shall indemnify its directors and officers to the
fullest extent permitted by law and requires the Registrant to advance
litigation expenses in the case of stockholder derivative actions or other
actions, against an undertaking by the director to repay such advances if it is
ultimately determined that the director is not entitled to indemnification. The
Certificate of Incorporation also provides that rights conferred under such
Certificate of Incorporation shall not be deemed to be exclusive of any other
right such persons may have or acquire under any statute, the Certificate of
Incorporation, the Bylaws, agreement, vote of stockholders or disinterested
directors, or otherwise.</P>
<P ALIGN="JUSTIFY">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 ALIGN="JUSTIFY">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>
<P ALIGN="JUSTIFY">Item 7.&#9;<U>Exemption from Registration Claimed</P>
</U><P ALIGN="JUSTIFY">Not Applicable.</P>
<P ALIGN="JUSTIFY">Item 8.&#9;<U>Exhibits</P></U></FONT>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=638>
<TR><TD WIDTH="11%" VALIGN="BOTTOM">
<P ALIGN="CENTER"><FONT SIZE=2>Exhibit <U>Number</U></FONT></TD>
<TD WIDTH="89%" VALIGN="BOTTOM">
<U><FONT SIZE=2><P>Exhibit</U></FONT></TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=2><P>4</FONT></TD>
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<FONT SIZE=2><P>Instruments Defining the Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 00-27066 on Form 8-A, which is
incorporated herein by reference pursuant to Item 3(c).</FONT></TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=2><P>5</FONT></TD>
<TD WIDTH="89%" VALIGN="TOP">
<FONT SIZE=2><P>Opinion and consent of Cynthia J. Ladd, Esq.</FONT></TD>
</TR>
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<FONT SIZE=2><P>23.1</FONT></TD>
<TD WIDTH="89%" VALIGN="TOP">
<FONT SIZE=2><P>Consent of Independent Accountants.</FONT></TD>
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<FONT SIZE=2><P>23.2</FONT></TD>
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<FONT SIZE=2><P>Consent of Cynthia J. Ladd, Esq. is contained in Exhibit
5.</FONT></TD>
</TR>
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<FONT SIZE=2><P>24</FONT></TD>
<TD WIDTH="89%" VALIGN="TOP">
<FONT SIZE=2><P>Power of Attorney. Reference is made to page II-4 of this
Registration Statement.</FONT></TD>
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<FONT SIZE=2><P>99.1</FONT></TD>
<TD WIDTH="89%" VALIGN="TOP">
<FONT SIZE=2><P>Employee Stock Purchase Plan</FONT></TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="89%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
</TABLE>



<FONT SIZE=2><P ALIGN="JUSTIFY">Item 9.&#9;<U>Undertakings</U>.<U> </P>
</U><P ALIGN="JUSTIFY">A. The undersigned Registrant hereby undertakes:
(1)&nbsp;to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement (i)&nbsp;to include any
prospectus required by Section&nbsp;10(a)(3) of the 1933 Act, (ii)&nbsp;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 this Registration Statement and (iii)&nbsp;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; <U>provided</U>, however, that
clauses&nbsp;(1)(i) and (1)(ii) shall not apply if the information required to
be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section&nbsp;13 or
Section&nbsp;15(d) of the 1934 Act that are incorporated by reference into this
Registration Statement; (2)&nbsp;that for the purpose of determining any
liability under the 1933 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 and (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 Registrant's 1995 Stock Option Plan or
Non-Employee Directors Stock Option Plan.</P>
<P ALIGN="JUSTIFY">B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section&nbsp;13(a) or Section 15(d) of
the 1934 Act that is incorporated by reference into 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 ALIGN="JUSTIFY">C. Insofar as indemnification for liabilities arising under
the 1933 Act may be permitted to directors, officers or controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the 1933 Act, 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 1933 Act and will be governed by the final
adjudication of such issue.</P>



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<A NAME="sign"></A>
<p align="center"><strong>
                                   SIGNATURES
</strong></p>

<P ALIGN="JUSTIFY">Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8, and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Sunnyvale, State of
California, on this 22nd day of October, 2001.

<P>
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    <TD width="38%"></TD>
    <TD width="62%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left><FONT SIZE=2>
                                   PHARMACYCLICS, INC.
</TD></TR></TABLE>

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    <TD width="38%"></TD>
    <TD width="62%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left><FONT SIZE=2>
<I>(Registrant)</I>
</TD></TR></TABLE>

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    <TD width="38%"></TD>
    <TD width="2%"></TD>
    <TD width="60%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD><FONT SIZE=2>By:&nbsp;</TD>
    <TD align=left><FONT SIZE=2>
/s/ CYNTHIA J. LADD
</TD></TR></TABLE>


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  <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>
Cynthia J. Ladd, Esq.
</TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left><I><FONT SIZE=2>
Senior Vice President and General Counsel
  </I></TD></TR></TABLE></P>



<B><P ALIGN="CENTER">POWER OF ATTORNEY</P>
<P ALIGN="JUSTIFY">KNOW ALL PERSONS BY THESE PRESENTS:</P>
</B><P ALIGN="JUSTIFY">That the undersigned officers and directors of
Pharmacyclics, Inc., a Delaware corporation, do hereby constitute and appoint
Richard A. Miller, M.D. and Cynthia J. Ladd and each of them, the lawful
attorneys-in-fact and agents with full power and authority to do any and all
acts and things and to execute any and all instruments which said attorneys and
agents, and any one of them, determine may be necessary or advisable or required
to enable said corporation to comply with the Securities Act of 1933, as
amended, and any rules or regulations or requirements of the Securities and
Exchange Commission in connection with this Registration Statement.  Without
limiting the generality of the foregoing power and authority, the powers granted
include the power and authority to sign the names of the undersigned officers
and directors in the capacities indicated below to this Registration Statement,
to any and all amendments, both pre-effective and post-effective, and
supplements to this Registration Statement, and to any and all instruments or
documents filed as part of or in conjunction with this Registration Statement or
amendments or supplements thereof, and each of the undersigned hereby ratifies
and confirms that all said attorneys and agents, or any one of them, shall do or
cause to be done by virtue hereof.  This Power of Attorney may be signed in
several counterparts.</P>
<B><P ALIGN="JUSTIFY">IN WITNESS WHEREOF</B>, each of the undersigned has
executed this Power of Attorney as of the date indicated.</P>
<P ALIGN="JUSTIFY">Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.</P>
</FONT>




<P>&nbsp;</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>
October 22, 2001
</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 and
Accounting Officer
(Principal Accounting
Officer)
</TD>
<TD WIDTH="18%" VALIGN="TOP"><FONT SIZE=2>
October 22, 2001
</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>
October 22, 2001
</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>
October 22, 2001
</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>
October 22, 2001
</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>
October 22, 2001
</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>
October 22, 2001
</TD>
</TR>
</TABLE>




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<FONT SIZE=2><P ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION</P>
<P ALIGN="CENTER">WASHINGTON, D.C.</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P ALIGN="CENTER">EXHIBITS</P>
<P ALIGN="CENTER">TO</P>
<P ALIGN="CENTER">FORM S-8</P>
<P ALIGN="CENTER">UNDER</P>
<P ALIGN="CENTER">SECURITIES ACT OF 1933</P>
<P>&nbsp;</P>
<B><P ALIGN="CENTER">PHARMACYCLICS, INC.</P>
</B><P ALIGN="CENTER">&nbsp;</P>

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<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER"><U>EXHIBITS INDEX</P>
</U><P>&nbsp;</P>
<P>&nbsp;</P></FONT>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=638>
<TR><TD WIDTH="11%" VALIGN="BOTTOM">
<P ALIGN="CENTER"><FONT SIZE=2>Exhibit <U>Number</U></FONT></TD>
<TD WIDTH="89%" VALIGN="BOTTOM">
<U><FONT SIZE=2><P>Exhibit</U></FONT></TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=2><P>4</FONT></TD>
<TD WIDTH="89%" VALIGN="TOP">
<FONT SIZE=2><P>Instruments Defining the Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 00-27066 on Form 8-A, which is
incorporated herein by reference pursuant to Item 3(c).</FONT></TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=2><P>5</FONT></TD>
<TD WIDTH="89%" VALIGN="TOP">
<FONT SIZE=2><P>Opinion and consent of Cynthia J. Ladd, Esq.</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 Independent Accountants.</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 Cynthia J. Ladd, Esq. is contained in Exhibit
5.</FONT></TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=2><P>24</FONT></TD>
<TD WIDTH="89%" VALIGN="TOP">
<FONT SIZE=2><P>Power of Attorney. Reference is made to page II-4 of this
Registration Statement.</FONT></TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=2><P>99.1</FONT></TD>
<TD WIDTH="89%" VALIGN="TOP">
<FONT SIZE=2><P>Employee Stock Purchase Plan</FONT></TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="89%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
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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": "333-72020", "film-number": "1763714"}, "business-address": {"street1": "995 EAST ARQUES AVE", "city": "SUNNYVALE", "state": "CA", "zip": "94085", "phone": "4087740330"}, "mail-address": {"street1": "995 EAST ARQUES AVENUE", "city": "SUNNYVALE", "state": "CA", "zip": "94085"}}
10222001 S8 DOC
As filed with the Securities and Exchange Commission on October 22, 2001
Registration No. 333-________
UNITED STATES
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
(Address of principal executive offices, including zip code)
PHARMACYCLICS, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
Cynthia J. Ladd, Esq.
Senior Vice President and General Counsel
Pharmacyclics, Inc.
995 East Arques Avenue, Sunnyvale, CA   94085
(Name and address of agent for service)
(408) 774-0330
(Telephone number, including area code, of agent for service)
This Registration Statement shall become effective immediately upon filing
with the Securities and Exchange Commission and sales of the
registered securities will begin as soon as reasonably
 practicable after such effective date.
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered
Amount to be
              Registered(1)
Offering Price
        per Share
Aggregate
Offering Price(2)
Amount of Registration Fee
Employee Stock Purchase Plan
Common Stock
200,000 shares
$20.27
$4,054,000.00
$1,013.50
(1)	This Registration Statement shall also
cover any additional shares of Registrant's Common Stock which become issuable
under the Employee Stock Purchase Plan by
reason of any stock dividend, stock split, recapitalization or other similar
transaction effected without the Registrant's receipt of consideration which
results in an increase in the number of the outstanding shares of Registrant's
Common Stock.
(2)	Calculated solely for purposes of this offering under
Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the
average of the high and low selling prices per share of Registrant's Common
Stock on October 19, 2001 as reported by the Nasdaq National Market.
PART II
Information Required in the Registration Statement
Item 3.
Incorporation of Documents by Reference
The Registrant hereby incorporates by reference into this
Registration Statement the following documents previously filed with the
Securities and Exchange Commission ("SEC"):
(a)
The Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 2001, filed with the SEC on September 14, 2001;
(b)
The Registrant's Registration Statement No. 00-27066 on Form 8-A
filed with the SEC on October 20, 1995 pursuant to Section 12 of the
Securities Exchange Act of 1934 (the "1934 Act"), which describes the terms,
rights and provisions applicable to the Registrant's outstanding Common
Stock.
All reports and definitive proxy or information
statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934
Act after the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference into this Registration Statement and to
be a part hereof from the date of filing of 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
subsequently filed document which also is deemed to be incorporated by reference
herein modifies or supersedes such statement.
Item 4.
Description of Securities
Not Applicable.
Item 5.
Interests of Named Experts and Counsel
Cynthia J. Ladd, Senior Vice President and General
Counsel of Registrant is an officer of Registrant and is eligible to participate in
the Employee Stock Purchase Plan.
Item 6.
Indemnification of Directors and Officers
Under Section 145 of the Delaware General Corporation
Law, 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 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 Certificate of Incorporation
(the "Certificate of Incorporation") provides that, pursuant to Delaware law,
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 shall indemnify its directors and officers to the
fullest extent permitted by law and requires the Registrant to advance
litigation expenses in the case of stockholder derivative actions or other
actions, against an undertaking by the director to repay such advances if it is
ultimately determined that the director is not entitled to indemnification. The
Certificate of Incorporation also provides that rights conferred under such
Certificate of Incorporation shall not be deemed to be exclusive of any other
right such persons may have or acquire under any statute, the Certificate of
Incorporation, the Bylaws, agreement, vote of stockholders or disinterested
directors, or otherwise.
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
Exhibit
Number
Exhibit
4
Instruments Defining the Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 00-27066 on Form 8-A, which is
incorporated herein by reference pursuant to Item 3(c).
5
Opinion and consent of Cynthia J. Ladd, Esq.
23.1
Consent of Independent Accountants.
23.2
Consent of Cynthia J. Ladd, Esq. is contained in Exhibit
5.
24
Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1
Employee Stock Purchase Plan
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 1933 Act, (ii) 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 this Registration Statement and (iii) 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
clauses (1)(i) and (1)(ii) shall not apply if the information required to
be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the 1934 Act that are incorporated by reference into this
Registration Statement; (2) that for the purpose of determining any
liability under the 1933 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 and (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 Registrant's 1995 Stock Option Plan or
Non-Employee Directors Stock Option Plan.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the 1934 Act that is incorporated by reference into 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 1933 Act may be permitted to directors, officers or controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the 1933 Act, 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 1933 Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8, and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Sunnyvale, State of
California, on this 22nd day of October, 2001.
PHARMACYCLICS, INC.
(Registrant)
By:
/s/ CYNTHIA J. LADD
Cynthia J. Ladd, Esq.
Senior Vice President and General Counsel
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of
Pharmacyclics, Inc., a Delaware corporation, do hereby constitute and appoint
Richard A. Miller, M.D. and Cynthia J. Ladd and each of them, the lawful
attorneys-in-fact and agents with full power and authority to do any and all
acts and things and to execute any and all instruments which said attorneys and
agents, and any one of them, determine may be necessary or advisable or required
to enable said corporation to comply with the Securities Act of 1933, as
amended, and any rules or regulations or requirements of the Securities and
Exchange Commission in connection with this Registration Statement.  Without
limiting the generality of the foregoing power and authority, the powers granted
include the power and authority to sign the names of the undersigned officers
and directors in the capacities indicated below to this Registration Statement,
to any and all amendments, both pre-effective and post-effective, and
supplements to this Registration Statement, and to any and all instruments or
documents filed as part of or in conjunction with this Registration Statement or
amendments or supplements thereof, and each of the undersigned hereby ratifies
and confirms that all said attorneys and agents, or any one of them, shall do or
cause to be done by virtue hereof.  This Power of Attorney may be signed in
several counterparts.
IN WITNESS WHEREOF
, each of the undersigned has
executed this Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed below by the following
persons in the capacities and 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)
October 22, 2001
/s/ LEIV LEA
Leiv Lea
Vice President, Finance
and Administration  and
Chief Financial and
Accounting Officer
(Principal Accounting
Officer)
October 22, 2001
/s/ MILES R. GILBURNE
Miles R. Gilburne
Director
October 22, 2001
/s/ LORETTA M. ITRI, M.D.
Loretta M. Itri, M.D.
Director
October 22, 2001
/s/ RICHARD M. LEVY, PH.D.
Richard M. Levy, Ph.D.
Director
October 22, 2001
/s/ WILLIAM R. ROHN
William R. Rohn
Director
October 22, 2001
/s/ CRAIG C. TAYLOR
Craig C. Taylor
Director
October 22, 2001
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
PHARMACYCLICS, INC.
EXHIBITS INDEX
Exhibit
Number
Exhibit
4
Instruments Defining the Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 00-27066 on Form 8-A, which is
incorporated herein by reference pursuant to Item 3(c).
5
Opinion and consent of Cynthia J. Ladd, Esq.
23.1
Consent of Independent Accountants.
23.2
Consent of Cynthia J. Ladd, Esq. is contained in Exhibit
5.
24
Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1
Employee Stock Purchase Plan