-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MokAtzruEyRMTydaaL//Qn8WxMdh4vo8Xf1IbwjKdB4FNGW9OgLCncpL6OMdYEgS vMJBXiD485lXTGZ9oO6slQ== 0000950130-99-005389.txt : 19990924 0000950130-99-005389.hdr.sgml : 19990924 ACCESSION NUMBER: 0000950130-99-005389 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990923 EFFECTIVENESS DATE: 19990923 FILER: COMPANY DATA: COMPANY CONFORMED NAME: V I TECHNOLOGIES INC CENTRAL INDEX KEY: 0001040017 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 113238476 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-87627 FILM NUMBER: 99715709 BUSINESS ADDRESS: STREET 1: 155 DURYEA RD CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 5167527314 MAIL ADDRESS: STREET 1: 155 DURYEA RD CITY: MELVILLE STATE: NY ZIP: 11747 S-8 1 EQUITY INCENTIVE PLAN SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 V.I. Technologies, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 11-3238476 (State or Other Jurisdiction of Incorporation) (I.R.S. Employer Identification No.) 155 Duryea Road, Melville, New York 11747 (Address of Principal Executive Offices) 1998 EQUITY INCENTIVE PLAN (Full Title of the Plan) John R. Barr President and Chief Executive Officer V.I. Technologies, Inc. 155 Duryea Road Melville, New York 11747 (516) 752-7314 (Name, Address and Telephone Number of Agent for Service) with copies to: Marc A. Rubenstein, Esq. Palmer & Dodge LLP One Beacon Street Boston, Massachusetts 02108 (617) 573-0100
CALCULATION OF REGISTRATION FEE - ----------------------------------------------------------------------------------------------------------------------------------- Proposed maximum Proposed maximum Title of each class of securities Amount to be offering price per aggregate offering Amount of to be registered registered share(1) price(1) registration fee - ----------------------------------------------------------------------------------------------------------------------------------- Common Stock, $0.01 par value 253,310 shares $4.58 $1,160,160 $323 - -----------------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of determining the registration fee and computed pursuant to Rules 457(c) and 457(h) based upon the average of the high and low prices on September 20, 1999 as reported by the Nasdaq National Market. Statement Regarding Incorporation By Reference From Effective Registration Statement. Pursuant to Instruction E to Form S-8, the contents of the Registrant's Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the "Commission") on September 4, 1998 (File No. 333-62927) relating to the registration of 2,146,690 shares of the Registrant's common stock, $0.01 par value per share (the "Common Stock"), authorized for issuance pursuant to the Registrant's 1998 Equity Incentive Plan (the "Plan"), are incorporated by reference in their entirety in this Registration Statement, except as to the items set forth below. This Registration Statement provides for the registration of an additional 253,310 shares of the Registrant's Common Stock to be issued pursuant to the Plan. 1 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed with the Commission are incorporated herein by reference: (a) The Registrant's Annual Report on Form 10-K for the year ended January 2, 1999. (b) All other reports of the Registrant filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end of the fiscal year covered by the annual report referred to in (a) above. (c) The description of the Registrant's Common Stock contained in its Registration Statement on Form 8-A filed with the Commission on May 13, 1998, including any amendment or report filed hereafter for the purpose of updating such description. All documents filed after the date of this Registration Statement by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and prior to the filing of a post-effective amendment which indicates that all shares of Common Stock offered hereunder have been sold or which deregisters all shares of Common Stock remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such reports and documents. Item 8. Exhibits. See Exhibit Index on page 6. Item 9. Undertakings. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the 2 changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective 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)(l)(i) and (a)(l)(ii) do not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by 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 Act and will be governed by the final adjudication of such issue. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Melville of the State of New York, on this 21st day of September 1999. V.I. TECHNOLOGIES, INC.(Registrant) By: /s/ John R. Barr ----------------- John R. Barr President and Chief Executive Officer POWER OF ATTORNEY We, the undersigned officers and directors of V.I. Technologies, Inc., hereby severally constitute and appoint John R. Barr, Thomas T. Higgins and Marc A. Rubenstein, and each of them singly, our true and lawful attorneys-in-fact, with full power to them in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 (including any post- effective amendments thereto), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in- fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
Signature Date Capacity --------- ---- -------- /s/ David Tendler September 21, 1999 Chairman of the Board of Directors - ----------------------------------------- David Tendler /s/ John R. Barr September 21, 1999 President, Chief Executive Officer and Director - ----------------------------------------- (Principal Executive Officer) John R. Barr /s/ Thomas T. Higgins September 21, 1999 Executive Vice President, Operations and Chief - ----------------------------------------- Financial Officer (Principal Financial and Thomas T. Higgins Accounting Officer) /s/ Bernard Horowitz September 21, 1999 Executive Vice President, Chief Scientific Officer - ----------------------------------------- and Director Bernard Horowitz /s/ Richard A. Charpie September 21, 1999 Director - ----------------------------------------- Richard A. Charpie /s/ Jeremy Hayward-Surry September 21, 1999 Director - ----------------------------------------- Jeremy Hayward-Surry /s/ Irwin Lerner September 21, 1999 Director - ----------------------------------------- Irwin Lerner /s/ Peter D. Parker September 21, 1999 Director - ----------------------------------------- Peter D. Parker /s/ Damion E. Wicker September 21, 1999 Director - ----------------------------------------- Damion E. Wicker, M.D.
EXHIBIT INDEX Exhibit Number Description ----------- 4.1 Restated Certificate of Incorporation of V.I. Technologies, Inc. Filed as Exhibit 3.8 to the Registrant's Registration Statement on Form S-1, as amended (Registration Statement No. 333-46933) and incorporated herein by reference. 4.2 Amended and Restated By-laws of Company. Filed as Exhibit 3.10 to the Registrant's Registration Statement on Form S-1, as amended (Registration Statement No. 333-46933) and incorporated herein by reference. 4.3 Specimen of Common Stock Certificate. Filed as Exhibit 4.1 to the Registrant's Registration Statement on Form S-1, as amended (Registration Statement No. 333-46933) and incorporated herein by reference. 5.1 Opinion of Palmer & Dodge LLP as to the legality of the securities registered hereunder. Filed herewith. 23.1 Consent of KPMG LLP, independent accountants. Filed herewith. 23.2 Consent of Palmer & Dodge LLP (contained in Exhibit 5.1). 24.1 Power of Attorney (included in the signature page hereto). EX-5.1 2 OPINION OF PALMER & DODGE Exhibit 5.1 PALMER & DODGE LLP One Beacon Street Boston, Massachusetts 02108 Telephone: (617) 573-0100 Facsimile: (617) 227-4420 September 21, 1999 V. I. Technologies, Inc. 155 Duryea Road Melville, New York 11747 Ladies and Gentlemen: We are rendering this opinion in connection with the Registration Statement on Form S-8 (the "Registration Statement") filed by V.I. Technologies, Inc. (the "Company") with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), on or about the date hereof. The Registration Statement relates to an additional 253,310 shares of the Company's common stock, $0.01 par value per share (the "Shares"), issuable pursuant to the provisions of the Company's 1998 Equity Incentive Plan, as amended (the "Plan"). We have acted as your counsel in connection with the preparation of the Registration Statement and are familiar with the proceedings taken by the Company in connection with the authorization of the issuance and sale of the Shares. We have examined all such documents as we consider necessary to enable us to render this opinion. Based upon the foregoing, we are of the opinion that when issued and paid for in accordance with the terms of the Plan and the options or other rights granted thereunder, the Shares will be legally issued, fully paid and nonassessable. It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect. We hereby consent to the filing of this opinion as a part of the Registration Statement. Very truly yours, /s/ Palmer & Dodge LLP Palmer & Dodge LLP EX-23.1 3 CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS The Board of Directors V.I. Technologies, Inc. We consent to the use of our report dated January 15, 1999, incorporated herein by reference. /s/ KPMG LLP KPMG LLP Melville, New York September 20, 1999 -----END PRIVACY-ENHANCED MESSAGE-----