content: <PAGE>   1
  
  
  
  
              As filed with the Securities and Exchange Commission on
                                   July 10, 1996
  
  
                                                   Registration No. 333-__________
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
  
                                      FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
  
                          NEXSTAR PHARMACEUTICALS, INC.
                --------------------------------------------------
                (Exact name of issuer as specified in its charter)
  
  
     DELAWARE                                            84-1173453        
  - ---------------------------------                  ----------------------
  (State or other jurisdiction                       (I.R.S. Employer
  of incorporation or organization)                  Identification Number)
  
  
  2860 Wilderness Place
  Boulder, CO                                                   80301   
  - ---------------------------------                           ----------
  (Address of principal executive offices)                    (zip code)
  
  
              NEXSTAR PHARMACEUTICALS, INC. 1995 DIRECTOR OPTION PLAN
              -------------------------------------------------------
                              (Full title of the plan)
  
  
                               PATRICK J. MAHAFFY
                             Chief Executive Officer
                          NeXstar Pharmaceuticals, Inc.
                              2860 Wilderness Place
                               Boulder, CO  80301
                                 (303) 444-5893
                               ------------------
          (Name and address, including zip code, of agent for service)
          (Telephone number, including area code, of agent for service)
  
  
                               ------------------
  
                                    COPY TO:
                              Peter H. Jakes, Esq.
                            Willkie Farr & Gallagher
                               One Citicorp Center
                              153 East 53rd Street
                               New York, NY 10022
                                 (212) 821-8000
  <PAGE>   2
                                                            
  
  
  
  
                         CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  - ------------------------------------------------------------------------------------------------------
                                               Proposed                                    
  Title of                                     maximum                                      Amount
  securities            Amount                 offering               Proposed maximum      of
  to be                 to be                  price per              aggregate offering    registration
  registered            registered(1)          share (2)              price (2)             fee
  - ------------------------------------------------------------------------------------------------------
  <S>                   <C>                    <C>                    <C>                   <C>
  Common Stock,
  $0.01 par
  value per
  share                 500,000(3)             $20.625                10,312,500            $3,557
  </TABLE>
  
  - --------------------------------
  (1)    This Registration Statement covers the 500,000 shares of Common Stock,
         $0.01 par value per share, of NeXstar Pharmaceuticals, Inc., a Delaware
         corporation ("NeXstar" or the "Registrant"), authorized to be issued
         under the NeXstar Pharmaceuticals, Inc. 1995 Director Option Plan.
  
  (2)    Reflects the average of the high and low prices of NeXstar Common Stock
         on July 8, 1996 on the Nasdaq National Market pursuant to Rule 457(h)
         and (c) under the Securities Act of 1933, as amended (the "Securities
         Act").
  
  (3)    Represents shares which have not yet been issued.
  
  
  
  
  
                                       -2-
  <PAGE>   3
  
  
                                     PART I
  
                            INFORMATION NOT REQUIRED
                          IN THE REGISTRATION STATEMENT
  
                                     PART II
  
                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT
  
  Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
           The following documents, filed with the Securities and
  Exchange Commission (the "Commission") by NeXstar, a Delaware corporation, are
  incorporated herein by reference:
  
               (a)  The Registrant's annual report on Form 10-K for
           the fiscal year ended December 31, 1995, filed pursuant to the
           Securities Exchange Act of 1934 (the "Exchange Act").
  
               (b)  All other reports filed by the Registrant
           pursuant to Section 13(a) or 15(d) of the Exchange Act since
           the end of the fiscal year covered by the Form 10-K referred
           to in (a) above, including, without limitation, the reports
           referred to in items (c) and (d) below.
  
               (c)  The Registrant's quarterly report on Form 10-Q
           for the quarter ended March 31, 1996, filed pursuant to the
           Exchange Act.
  
               (d)  The Registrant's current reports on Form 8-K,
           filed with the Commission on April 10, 1996, June 21,
           1996, and July 8, 1996, respectively.
  
               (e)  The description of NeXstar's common stock, $0.01
           par value per share (the "Common Stock"), which is contained
           in NeXagen's Registration Statement filed under the Exchange
           Act, on Form 8-A (File No. 0-23012) on December 6, 1993, as
           amended on Form 8-A/A filed on January 25, 1994.
  
           In addition, all documents filed by NeXstar with the Commission
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent 
  to the date of this Registration Statement and prior to the filing of a post-
  effective amendment which indicates that all the securities offered hereby have
  been sold or which deregisters all securities then remaining unsold shall be
  deemed to be incorporated herein by reference and to be a part hereof from the
  date of the filing of such documents with the Commission.  Any statement
  contained in a document incorporated by reference herein shall be deemed to be
  modified or superseded for
  
  
  
  
  
                                        -3-
  <PAGE>   4
  
  
  purposes hereof to the extent that a statement contained herein (or in any
  other subsequently filed document which also is incorporated by reference
  herein) modifies or supersedes such statement.  Any statement so modified or
  superseded shall not be deemed to constitute a part hereof except as so
  modified or superseded.
  
  Item 4.  DESCRIPTION OF SECURITIES
  
           Inapplicable.
  
  Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
  
           Certain legal matters with respect to the shares of Common Stock
  registered hereunder will be passed upon for the Registrant by Willkie Farr &
  Gallagher, New York, New York.  A member of the firm of Willkie Farr & Gallagher
  owns 2,440 shares of the Registrant's Common Stock.
  
  Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
           The Registrant's By-Laws require the Registrant to indemnify any
  and all of its directors or officers, or directors or officers who serve at the
  request of the corporation as a director or officer of another corporation, to
  the full extent permitted by the Delaware General Corporation Law (the "DGCL").
  
           The Registrant's Second Amended and Restated Certificate of
  Incorporation (the "Certificate of Incorporation") also provides that:
  
           The Registrant shall indemnify to the fullest extent permitted
       under and in accordance with the laws of the State of Delaware 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 by reason of
       the fact that he is or was a director, officer, employee or agent of
       the Registrant, or is or was serving at the request of the Registrant
       as a director, officer, trustee, employee or agent of or in any other
       capacity with another corporation, partnership, joint venture, trust
       or other enterprise, against expenses (including attorneys' fees),
       judgments, fines and amounts paid in settlement actually and
       reasonably incurred by him in connection with such action, suit or
       proceeding if he acted in good faith and in a manner he reasonably
       believed to be in or not opposed to the best interests of the
       Registrant, and, with respect to any criminal action or proceeding,
       had no reasonable cause to believe his conduct was unlawful.
  
           Expenses incurred in defending a civil or criminal action, suit
       or proceeding shall (in the case of any action, suit or proceeding
       against a director of the Registrant) or may (in the case of any
       action, suit or proceeding against an officer, trustee, employee or
       agent) be paid by the Registrant in advance of the final disposition
       of such action, suit or proceeding as authorized by the Registrant's
       Board of Directors upon receipt of an undertaking by or on behalf of
       the indemnified person to repay such amount if it shall
  
  
  
  
  
                                        -4-
  <PAGE>   5
  
  
       ultimately be determined that he is not entitled to be indemnified by
       the Registrant as authorized in the Registrant's Certificate of
       Incorporation.
  
           The indemnification and other rights set forth in the
       Certificate of Incorporation shall not be exclusive of any provisions
       with respect thereto in the By-Laws or any other contract or agreement
       between the Registrant and any officer, director, employee or agent of
       the Registrant.
  
           Neither the amendment nor repeal of the provisions (described
       above) in the Certificate of Incorporation regarding indemnification,
       nor the adoption of any provision of the Certificate of Incorporation
       inconsistent with such provisions, shall eliminate or reduce the
       effect of such provisions, in respect of any matter occurring prior to
       such amendment, repeal or adoption of an inconsistent provision or in
       respect of any cause of action, suit or claim relating to any such
       matter which would have given rise to a right of indemnification or
       right to receive expenses pursuant to such provisions, if such
       provision had not been so amended or repealed or if a provision
       inconsistent therewith had not been so adopted.
  
           No director shall be personally liable to the Registrant or any
       stockholder for monetary damages for breach of fiduciary duty as a
       director, except for any matter in respect of which such director (A)
       shall be liable under Section 174 of the DGCL or any amendment thereto
       or successor provision thereto, or (B) shall be liable by reason that,
       in addition to any and all other requirements for liability he:
  
             (i)      shall have breached his duty of loyalty to the
       Registrant or its stockholders;
  
             (ii)     shall not have acted in good faith or, in failing to act,
       shall not have acted in good faith;
  
             (iii)    shall have acted in a manner involving intentional 
       misconduct or a knowing violation of law or, in failing to act, shall have
       acted in a manner involving intentional misconduct or a knowing violation 
       of law; or
  
             (iv)     shall have derived an improper personal benefit.
  
           If the DGCL is amended after the date upon which a document is
       filed in the State of Delaware to authorize corporate action further
       eliminating or limiting the personal liability of directors, then the
       liability of a director of the Registrant shall be eliminated or
       limited to the fullest extent permitted by the DGCL, as so amended.
  
           Section 145 of the DGCL empowers a Delaware corporation to
       indemnify any persons who are, or are threatened to be made,
  
  
  
  
  
                                        -5-
  <PAGE>   6
  
  
       parties to any threatened, pending or completed legal action,
       suit or proceeding, whether civil, criminal, administrative or
       investigative (other than an action by or in the right of such
       corporation), by reason of the fact that such person is or was
       an officer or director of such corporation, or is or was serving
       at the request of such corporation as a director, officer,
       employee or agent of another corporation or enterprise.  The
       indemnity may include expenses (including attorneys' fees),
       judgments, fines and amounts paid in settlement actually and
       reasonably incurred by such person in connection with such
       action, suit or proceeding, provided that such officer or
       director acted in good faith and in a manner reasonably believed
       to be in or not opposed to the corporation's best interests,
       and, for criminal proceedings, had no reasonable cause to
       believe his conduct was illegal.  A Delaware corporation may
       indemnify officers and directors in an action by or in the right
       of the corporation under the same conditions, except that no
       indemnification is permitted without judicial approval if the
       officer or director is adjudged to be liable to the corporation
       in the performance of his duty.  Where an officer or director is
       successful on the merits or otherwise in the defense of any
       action referred to above, the corporation must indemnify him
       against the expenses which such officer or director actually and
       reasonably incurred.
  
  Item 7.  EXEMPTION FROM REGISTRATION CLAIMED
  
           Inapplicable.
  
  Item 8.  EXHIBITS
  
  Exhibit No.
  - -----------
  
  4.1      Second Amended and Restated Certificate of Incorporation of
           the Registrant (Previously filed as an exhibit to the
           Registrant's Registration Statement on Form S-3 (File No.
           333-04653), declared effective by the Commission on June 19,
           1996, and incorporated herein by reference.)
  
  4.2      Form of Common Stock Certificate of the Registrant (Previously
           filed as an exhibit to the Registrant's Annual Report on Form
           10-K for the fiscal year ended December 31, 1994, and
           incorporated herein by reference.)
  
  5.1      Opinion of Willkie Farr & Gallagher, counsel to NeXstar, as to
           the legality of the shares being registered.
  
  23.1     Consent of Ernst & Young LLP.
  
  23.2     Consent of Willkie Farr & Gallagher (contained in exhibit 5.1). 
  
  24.1     Power of Attorney (reference is made to the signature page).
  
  
  
  
  
                                        -6-
  <PAGE>   7
  
  
  
  99.1     Registrant's 1995 Director Option Plan (Previously filed as an
           exhibit to the Registrant's Quarterly Report on Form 10-Q for
           the quarterly period ended September 30, 1995, and
           incorporated herein by reference.)
  
  Item 9.  UNDERTAKINGS
  
           1.  NeXstar hereby undertakes:
  
           (a)  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;
  
                (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;
  
                (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)(i) and (a)(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 by NeXstar
       pursuant to Section 13 or Section 15(d) of the Exchange Act that are
       incorporated by reference in the Registration Statement.
  
           (b)  That, for the purpose 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.
  
           (c)  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.
  
           2.   NeXstar hereby undertakes that, for purposes of determining any
  liability under the Securities Act, each filing of NeXstar's annual report
  pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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
                
  
  
  
  
                                        -7-
  <PAGE>   8
  
  
  offering of such securities at that time shall be deemed to be the initial
  bona fide offering thereof.
  
           3.       NeXstar  hereby undertakes to deliver or cause to be
  delivered with the prospectus, to each person to whom the prospectus is sent
  or given, the latest annual report to security holders that is incorporated by 
  reference in the prospectus and furnished pursuant to and meeting the 
  requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
  interim financial information required to be presented by Article 3 of 
  Regulation S-X are not set forth in the prospectus, to deliver, or cause to be
  delivered to each person to whom the prospectus is sent or given, the latest 
  quarterly report that is specifically incorporated by reference in the
  prospectus to provide such interim financial information.
  
           4.       Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of NeXstar pursuant to the foregoing provisions, or otherwise, NeXstar 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 NeXstar of expenses incurred or paid by 
  a director, officer or controlling person of NeXstar 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, NeXstar 
  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.
  
  
  
  
  
                                        -8-
  <PAGE>   9
  
  
  
                                   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 Boulder, Colorado on the 10th day of
  July 1996.
  
                                                     NEXSTAR PHARMACEUTICALS, INC.
  
  
                                                     By:  /s/ Patrick J. Mahaffy  
                                                          ----------------------
                                                          Patrick J. Mahaffy
                                                          President and
                                                          Chief Executive Officer
  
  
  
  
  
                                        -9-
  <PAGE>   10
  
  
                                POWER OF ATTORNEY
  
                   KNOW ALL MEN BY THESE PRESENTS, that each person whose
  signature appears below constitutes and appoints Patrick J. Mahaffy, Michael E.
  Hart and Adam Cochran and each of them singly, with full power to act without
  the other, his true and lawful attorney-in-fact and agent, 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 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 fully to all intents and purposes as he might or could do in person
  thereby ratifying and confirming all that said attorneys-in-fact and agents or
  any of them, or their or his substitutes or substitute, may lawfully do or
  cause to be done by virtue hereof.
  
                   Pursuant to the requirements of the Securities Act of 1933, as
  amended, this Registration Statement has been signed by the following persons
  in the capacities and on the dates indicated.
  
  
  
  <TABLE>
  <CAPTION>
  Signature                               Title                             Date
  - ---------                               -----                             ----
  <S>                                     <C>                               <C>
  /s/ Lawrence M. Gold                    Chairman of the Board             July 10, 1996
  - --------------------------------------  and Chief Scientific Offer
  Lawrence M. Gold                        
  
  
  /s/ Patrick J. Mahaffy                  Director, President and           July 10, 1996
  - --------------------------------------  Chief Executive Officer                                                
  Patrick J. Mahaffy                      (Principal Executive Officer)
                                          
  
  /s/ Michael E. Hart                     Vice President and                July 10, 1996
  - --------------------------------------  Chief Financial Officer
  Michael E. Hart                         (Principal Financial Officer
                                          and Principal Accounting
                                          Officer)
                                                                                          
                           
  /s/ John D. Baldeschwieler              Director                          July 10, 1996
  - --------------------------------------                                                  
  John D. Baldeschwieler
  
  
  /s/ James A. Eskridge                   Director                          July 10, 1996
  - --------------------------------------                                                  
  James A. Eskridge
  
  
  /s/ David I. Hirsh                      Director                          July 10, 1996
  - --------------------------------------                                                  
  David I. Hirsh
  
  
  /s/ Rodman W. Moorhead, III             Director                          July 10, 1996
  - --------------------------------------                                                  
  Rodman W. Moorhead, III
  
  
  /s/ Carl F. Pollard                     Director                          July 10, 1996
  - --------------------------------------                                                  
  Carl F. Pollard
  
  </TABLE>
  
  
  
  
  
                                        -10-
  <PAGE>   11
  
  
  
  
  
                                INDEX TO EXHIBITS
  
  
  <TABLE>
  <CAPTION>
  
                                                                                              Sequentially
                                                                                                Numbered
  Exhibit No.                                      Exhibit                                        Page    
  - -----------                                      -------                                    ------------
  <S>           <C>                                                                           <C>
  
  4.1           Second Amended and Restated Certificate of Incorporation of
                the Registrant (Previously filed as an exhibit to the
                Registrant's Registration Statement on Form S-3 (File No.
                333-04653), declared effective by the Commission on June 19,
                1996, and incorporated herein by reference.)
  
  4.2           Form of Common Stock Certificate of the Registrant
                (Previously filed as an exhibit to the Registrant's Annual
                Report on Form 10-K for the fiscal year ended December 31,
                1994, and incorporated herein by reference.)
  
  5.1           Opinion of Willkie Farr & Gallagher, counsel to NeXstar, as                
                to the legality of the shares being registered.
  
  23.1          Consent of Ernst & Young LLP.                                              
  
  23.2          Consent of Willkie Farr & Gallagher (contained in exhibit
                5.1).
  
  24.1          Power of Attorney (reference is made to the signature page).
  
  99.1          Registrant's 1995 Director Option Plan (Previously filed as
                an exhibit to the Registrant's Quarterly Report on Form 10-Q
                for the quarterly period ended September 30, 1995, and
                incorporated herein by reference.)
  
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 25899}]
metadata_filer: {"company-data": {"conformed-name": "NEXSTAR PHARMACEUTICALS INC", "cik": "0000915359", "assigned-sic": "2834", "irs-number": "841173453", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-07889", "film-number": "96593070"}, "business-address": {"street1": "2860 WILDERNESS PLACE", "city": "BOULDER", "state": "CO", "zip": "80301", "phone": "3034445893"}, "mail-address": {"street1": "2860 WILDERNESS PL", "city": "BOULDER", "state": "CO", "zip": "80301"}}
text: 1
  
              As filed with the Securities and Exchange Commission on
                                   July 10, 1996
  
                                                   Registration No. 333-__________
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
  
                          NEXSTAR PHARMACEUTICALS, INC.
                --------------------------------------------------
                (Exact name of issuer as specified in its charter)
  
     DELAWARE                                            84-1173453        
  - ---------------------------------                  ----------------------
  (State or other jurisdiction                       (I.R.S. Employer
  of incorporation or organization)                  Identification Number)
  
  2860 Wilderness Place
  Boulder, CO                                                   80301   
  - ---------------------------------                           ----------
  (Address of principal executive offices)                    (zip code)
  
              NEXSTAR PHARMACEUTICALS, INC. 1995 DIRECTOR OPTION PLAN
              -------------------------------------------------------
                              (Full title of the plan)
  
                               PATRICK J. MAHAFFY
                             Chief Executive Officer
                          NeXstar Pharmaceuticals, Inc.
                              2860 Wilderness Place
                               Boulder, CO  80301
                                 (303) 444-5893
                               ------------------
          (Name and address, including zip code, of agent for service)
          (Telephone number, including area code, of agent for service)
  
                               ------------------
  
                                    COPY TO:
                              Peter H. Jakes, Esq.
                            Willkie Farr & Gallagher
                               One Citicorp Center
                              153 East 53rd Street
                               New York, NY 10022
                                 (212) 821-8000
  2
                                                            
  
                         CALCULATION OF REGISTRATION FEE
  - ------------------------------------------------------------------------------------------------------
                                               Proposed                                    
  Title of                                     maximum                                      Amount
  securities            Amount                 offering               Proposed maximum      of
  to be                 to be                  price per              aggregate offering    registration
  registered            registered(1)          share (2)              price (2)             fee
  - ------------------------------------------------------------------------------------------------------
  Common Stock,
  $0.01 par
  value per
  share                 500,000(3)             $20.625                10,312,500            $3,557
  - --------------------------------
  (1)    This Registration Statement covers the 500,000 shares of Common Stock,
         $0.01 par value per share, of NeXstar Pharmaceuticals, Inc., a Delaware
         corporation ("NeXstar" or the "Registrant"), authorized to be issued
         under the NeXstar Pharmaceuticals, Inc. 1995 Director Option Plan.
  
  (2)    Reflects the average of the high and low prices of NeXstar Common Stock
         on July 8, 1996 on the Nasdaq National Market pursuant to Rule 457(h)
         and (c) under the Securities Act of 1933, as amended (the "Securities
         Act").
  
  (3)    Represents shares which have not yet been issued.
  
                                       -2-
  3
  
                                     PART I
  
                            INFORMATION NOT REQUIRED
                          IN THE REGISTRATION STATEMENT
  
                                     PART II
  
                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT
  
  Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
           The following documents, filed with the Securities and
  Exchange Commission (the "Commission") by NeXstar, a Delaware corporation, are
  incorporated herein by reference:
  
               (a)  The Registrant's annual report on Form 10-K for
           the fiscal year ended December 31, 1995, filed pursuant to the
           Securities Exchange Act of 1934 (the "Exchange Act").
  
               (b)  All other reports filed by the Registrant
           pursuant to Section 13(a) or 15(d) of the Exchange Act since
           the end of the fiscal year covered by the Form 10-K referred
           to in (a) above, including, without limitation, the reports
           referred to in items (c) and (d) below.
  
               (c)  The Registrant's quarterly report on Form 10-Q
           for the quarter ended March 31, 1996, filed pursuant to the
           Exchange Act.
  
               (d)  The Registrant's current reports on Form 8-K,
           filed with the Commission on April 10, 1996, June 21,
           1996, and July 8, 1996, respectively.
  
               (e)  The description of NeXstar's common stock, $0.01
           par value per share (the "Common Stock"), which is contained
           in NeXagen's Registration Statement filed under the Exchange
           Act, on Form 8-A (File No. 0-23012) on December 6, 1993, as
           amended on Form 8-A/A filed on January 25, 1994.
  
           In addition, all documents filed by NeXstar with the Commission
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent 
  to the date of this Registration Statement and prior to the filing of a post-
  effective amendment which indicates that all the securities offered hereby have
  been sold or which deregisters all securities then remaining unsold shall be
  deemed to be incorporated herein by reference and to be a part hereof from the
  date of the filing of such documents with the Commission.  Any statement
  contained in a document incorporated by reference herein shall be deemed to be
  modified or superseded for
  
                                        -3-
  4
  
  purposes hereof to the extent that a statement contained herein (or in any
  other subsequently filed document which also is incorporated by reference
  herein) modifies or supersedes such statement.  Any statement so modified or
  superseded shall not be deemed to constitute a part hereof except as so
  modified or superseded.
  
  Item 4.  DESCRIPTION OF SECURITIES
  
           Inapplicable.
  
  Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
  
           Certain legal matters with respect to the shares of Common Stock
  registered hereunder will be passed upon for the Registrant by Willkie Farr &
  Gallagher, New York, New York.  A member of the firm of Willkie Farr & Gallagher
  owns 2,440 shares of the Registrant's Common Stock.
  
  Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
           The Registrant's By-Laws require the Registrant to indemnify any
  and all of its directors or officers, or directors or officers who serve at the
  request of the corporation as a director or officer of another corporation, to
  the full extent permitted by the Delaware General Corporation Law (the "DGCL").
  
           The Registrant's Second Amended and Restated Certificate of
  Incorporation (the "Certificate of Incorporation") also provides that:
  
           The Registrant shall indemnify to the fullest extent permitted
       under and in accordance with the laws of the State of Delaware 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 by reason of
       the fact that he is or was a director, officer, employee or agent of
       the Registrant, or is or was serving at the request of the Registrant
       as a director, officer, trustee, employee or agent of or in any other
       capacity with another corporation, partnership, joint venture, trust
       or other enterprise, against expenses (including attorneys' fees),
       judgments, fines and amounts paid in settlement actually and
       reasonably incurred by him in connection with such action, suit or
       proceeding if he acted in good faith and in a manner he reasonably
       believed to be in or not opposed to the best interests of the
       Registrant, and, with respect to any criminal action or proceeding,
       had no reasonable cause to believe his conduct was unlawful.
  
           Expenses incurred in defending a civil or criminal action, suit
       or proceeding shall (in the case of any action, suit or proceeding
       against a director of the Registrant) or may (in the case of any
       action, suit or proceeding against an officer, trustee, employee or
       agent) be paid by the Registrant in advance of the final disposition
       of such action, suit or proceeding as authorized by the Registrant's
       Board of Directors upon receipt of an undertaking by or on behalf of
       the indemnified person to repay such amount if it shall
  
                                        -4-
  5
  
       ultimately be determined that he is not entitled to be indemnified by
       the Registrant as authorized in the Registrant's Certificate of
       Incorporation.
  
           The indemnification and other rights set forth in the
       Certificate of Incorporation shall not be exclusive of any provisions
       with respect thereto in the By-Laws or any other contract or agreement
       between the Registrant and any officer, director, employee or agent of
       the Registrant.
  
           Neither the amendment nor repeal of the provisions (described
       above) in the Certificate of Incorporation regarding indemnification,
       nor the adoption of any provision of the Certificate of Incorporation
       inconsistent with such provisions, shall eliminate or reduce the
       effect of such provisions, in respect of any matter occurring prior to
       such amendment, repeal or adoption of an inconsistent provision or in
       respect of any cause of action, suit or claim relating to any such
       matter which would have given rise to a right of indemnification or
       right to receive expenses pursuant to such provisions, if such
       provision had not been so amended or repealed or if a provision
       inconsistent therewith had not been so adopted.
  
           No director shall be personally liable to the Registrant or any
       stockholder for monetary damages for breach of fiduciary duty as a
       director, except for any matter in respect of which such director (A)
       shall be liable under Section 174 of the DGCL or any amendment thereto
       or successor provision thereto, or (B) shall be liable by reason that,
       in addition to any and all other requirements for liability he:
  
             (i)      shall have breached his duty of loyalty to the
       Registrant or its stockholders;
  
             (ii)     shall not have acted in good faith or, in failing to act,
       shall not have acted in good faith;
  
             (iii)    shall have acted in a manner involving intentional 
       misconduct or a knowing violation of law or, in failing to act, shall have
       acted in a manner involving intentional misconduct or a knowing violation 
       of law; or
  
             (iv)     shall have derived an improper personal benefit.
  
           If the DGCL is amended after the date upon which a document is
       filed in the State of Delaware to authorize corporate action further
       eliminating or limiting the personal liability of directors, then the
       liability of a director of the Registrant shall be eliminated or
       limited to the fullest extent permitted by the DGCL, as so amended.
  
           Section 145 of the DGCL empowers a Delaware corporation to
       indemnify any persons who are, or are threatened to be made,
  
                                        -5-
  6
  
       parties to any threatened, pending or completed legal action,
       suit or proceeding, whether civil, criminal, administrative or
       investigative (other than an action by or in the right of such
       corporation), by reason of the fact that such person is or was
       an officer or director of such corporation, or is or was serving
       at the request of such corporation as a director, officer,
       employee or agent of another corporation or enterprise.  The
       indemnity may include expenses (including attorneys' fees),
       judgments, fines and amounts paid in settlement actually and
       reasonably incurred by such person in connection with such
       action, suit or proceeding, provided that such officer or
       director acted in good faith and in a manner reasonably believed
       to be in or not opposed to the corporation's best interests,
       and, for criminal proceedings, had no reasonable cause to
       believe his conduct was illegal.  A Delaware corporation may
       indemnify officers and directors in an action by or in the right
       of the corporation under the same conditions, except that no
       indemnification is permitted without judicial approval if the
       officer or director is adjudged to be liable to the corporation
       in the performance of his duty.  Where an officer or director is
       successful on the merits or otherwise in the defense of any
       action referred to above, the corporation must indemnify him
       against the expenses which such officer or director actually and
       reasonably incurred.
  
  Item 7.  EXEMPTION FROM REGISTRATION CLAIMED
  
           Inapplicable.
  
  Item 8.  EXHIBITS
  
  Exhibit No.
  - -----------
  
  4.1      Second Amended and Restated Certificate of Incorporation of
           the Registrant (Previously filed as an exhibit to the
           Registrant's Registration Statement on Form S-3 (File No.
           333-04653), declared effective by the Commission on June 19,
           1996, and incorporated herein by reference.)
  
  4.2      Form of Common Stock Certificate of the Registrant (Previously
           filed as an exhibit to the Registrant's Annual Report on Form
           10-K for the fiscal year ended December 31, 1994, and
           incorporated herein by reference.)
  
  5.1      Opinion of Willkie Farr & Gallagher, counsel to NeXstar, as to
           the legality of the shares being registered.
  
  23.1     Consent of Ernst & Young LLP.
  
  23.2     Consent of Willkie Farr & Gallagher (contained in exhibit 5.1). 
  
  24.1     Power of Attorney (reference is made to the signature page).
  
                                        -6-
  7
  
  99.1     Registrant's 1995 Director Option Plan (Previously filed as an
           exhibit to the Registrant's Quarterly Report on Form 10-Q for
           the quarterly period ended September 30, 1995, and
           incorporated herein by reference.)
  
  Item 9.  UNDERTAKINGS
  
           1.  NeXstar hereby undertakes:
  
           (a)  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;
  
                (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;
  
                (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)(i) and (a)(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 by NeXstar
       pursuant to Section 13 or Section 15(d) of the Exchange Act that are
       incorporated by reference in the Registration Statement.
  
           (b)  That, for the purpose 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.
  
           (c)  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.
  
           2.   NeXstar hereby undertakes that, for purposes of determining any
  liability under the Securities Act, each filing of NeXstar's annual report
  pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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
                
  
                                        -7-
  8
  
  offering of such securities at that time shall be deemed to be the initial
  bona fide offering thereof.
  
           3.       NeXstar  hereby undertakes to deliver or cause to be
  delivered with the prospectus, to each person to whom the prospectus is sent
  or given, the latest annual report to security holders that is incorporated by 
  reference in the prospectus and furnished pursuant to and meeting the 
  requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
  interim financial information required to be presented by Article 3 of 
  Regulation S-X are not set forth in the prospectus, to deliver, or cause to be
  delivered to each person to whom the prospectus is sent or given, the latest 
  quarterly report that is specifically incorporated by reference in the
  prospectus to provide such interim financial information.
  
           4.       Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of NeXstar pursuant to the foregoing provisions, or otherwise, NeXstar 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 NeXstar of expenses incurred or paid by 
  a director, officer or controlling person of NeXstar 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, NeXstar 
  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.
  
                                        -8-
  9
  
                                   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 Boulder, Colorado on the 10th day of
  July 1996.
  
                                                     NEXSTAR PHARMACEUTICALS, INC.
  
                                                     By:  /s/ Patrick J. Mahaffy  
                                                          ----------------------
                                                          Patrick J. Mahaffy
                                                          President and
                                                          Chief Executive Officer
  
                                        -9-
  10
  
                                POWER OF ATTORNEY
  
                   KNOW ALL MEN BY THESE PRESENTS, that each person whose
  signature appears below constitutes and appoints Patrick J. Mahaffy, Michael E.
  Hart and Adam Cochran and each of them singly, with full power to act without
  the other, his true and lawful attorney-in-fact and agent, 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 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 fully to all intents and purposes as he might or could do in person
  thereby ratifying and confirming all that said attorneys-in-fact and agents or
  any of them, or their or his substitutes or substitute, may lawfully do or
  cause to be done by virtue hereof.
  
                   Pursuant to the requirements of the Securities Act of 1933, as
  amended, this Registration Statement has been signed by the following persons
  in the capacities and on the dates indicated.
  Signature                               Title                             Date
  - ---------                               -----                             ----
  /s/ Lawrence M. Gold                    Chairman of the Board             July 10, 1996
  - --------------------------------------  and Chief Scientific Offer
  Lawrence M. Gold                        
  
  /s/ Patrick J. Mahaffy                  Director, President and           July 10, 1996
  - --------------------------------------  Chief Executive Officer                                                
  Patrick J. Mahaffy                      (Principal Executive Officer)
                                          
  
  /s/ Michael E. Hart                     Vice President and                July 10, 1996
  - --------------------------------------  Chief Financial Officer
  Michael E. Hart                         (Principal Financial Officer
                                          and Principal Accounting
                                          Officer)
                                                                                          
                           
  /s/ John D. Baldeschwieler              Director                          July 10, 1996
  - --------------------------------------                                                  
  John D. Baldeschwieler
  
  /s/ James A. Eskridge                   Director                          July 10, 1996
  - --------------------------------------                                                  
  James A. Eskridge
  
  /s/ David I. Hirsh                      Director                          July 10, 1996
  - --------------------------------------                                                  
  David I. Hirsh
  
  /s/ Rodman W. Moorhead, III             Director                          July 10, 1996
  - --------------------------------------                                                  
  Rodman W. Moorhead, III
  
  /s/ Carl F. Pollard                     Director                          July 10, 1996
  - --------------------------------------                                                  
  Carl F. Pollard
  -10-
  11
  
                                INDEX TO EXHIBITS
  Sequentially
                                                                                                Numbered
  Exhibit No.                                      Exhibit                                        Page    
  - -----------                                      -------                                    ------------
  4.1           Second Amended and Restated Certificate of Incorporation of
                the Registrant (Previously filed as an exhibit to the
                Registrant's Registration Statement on Form S-3 (File No.
                333-04653), declared effective by the Commission on June 19,
                1996, and incorporated herein by reference.)
  
  4.2           Form of Common Stock Certificate of the Registrant
                (Previously filed as an exhibit to the Registrant's Annual
                Report on Form 10-K for the fiscal year ended December 31,
                1994, and incorporated herein by reference.)
  
  5.1           Opinion of Willkie Farr & Gallagher, counsel to NeXstar, as                
                to the legality of the shares being registered.
  
  23.1          Consent of Ernst & Young LLP.                                              
  
  23.2          Consent of Willkie Farr & Gallagher (contained in exhibit
                5.1).
  
  24.1          Power of Attorney (reference is made to the signature page).
  
  99.1          Registrant's 1995 Director Option Plan (Previously filed as
                an exhibit to the Registrant's Quarterly Report on Form 10-Q
                for the quarterly period ended September 30, 1995, and
                incorporated herein by reference.)