S-8 POS

As filed with the Securities and Exchange Commission on April 25, 2006.
Registration No. 333-52312
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
IGI, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware	01-0355758
(State or Other Jurisdiction of Incorporation	(IRS Employer Identification No.)
or Organization)
105 Lincoln Ave
Buena, New Jersey 08310
(Address of Principal Executive Offices)
IGI, Inc. 1999 Director Stock Option Plan
(Full Title of the Plan)
Frank Gerardi
IGI, Inc.
105 Lincoln Ave
Buena, New Jersey 08310
(Name and Address of Agent For Service of Process)
(856) 697-1441
(Telephone Number, Including Area Code of Agent
for Service)
______________________________
With a Copy to:
William P. Oberdorf, Esq.
St. John & Wayne, L.L.C.
Two Penn Plaza East, Newark, New Jersey 07105
(973) 491-3600
______________________________

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CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of Registration Fee
Common Stock, $.01   par value per share	800,000	$4.00 (2)	$3,200,000	$343

(1)

The aggregate amount of securities registered hereunder is 800,000 shares of common stock which have been authorized and reserved for issuance under the Plan. Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended, this Registration Statement covers such additional shares of common stock to be offered or issued to prevent dilution as a result of future stock splits, stock dividends or similar transactions.

(2)

The fee with respect to these shares has been calculated pursuant to Rules 457(h) and 457(c) under the Securities Act of 1933 and is at least equal to the fees required under such sections and is at least equal to the greater of the (i) highest exercise price of any option issued with respect to the shares being registered and (ii) the average of the bid and ask prices per share of the Registrant's Common Stock on April 18, 2006, a date within five (5) days prior to the date of filing of this Registration Statement, as reported by the American Stock Exchange.

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EXPLANATORY NOTE

      We are filing this Registration Statement to register an additional 800,000 shares of our Common Stock for issuance pursuant to the IGI, Inc. 1999 Director Stock Option Plan, as amended (the "Plan"). The number of shares authorized for issuance under the Plan were approved by our stockholders at our annual meeting in May 2001.

      We previously filed a registration statement on Form S-8 (Registration No. 333-52312) on December 20, 2000 covering 675,000 shares authorized for issuance under the Plan. In accordance with General Instruction E to Form S-8, the contents of such earlier registration statement are incorporated herein by reference except to the extent supplemented, amended or superseded by the information set forth herein. Only those Items on Form S-8 containing new information not contained in the earlier registration statement are presented herein.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUSES

Item 3. Incorporation of Documents by Reference.

      The following documents are incorporated in this Prospectus by reference and made a part hereof:

      (a)   The Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005; and

      (b)   Current Reports on Form 8-K filed on February 3, 2006 and April 14, 2006.

      In addition, all documents and reports subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the filing of a Post-Effective Amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference 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 herein by reference 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 or is deemed to be incorporated by reference herein modifies or supersedes that statement. Any such statement so modified or superseded shall not constitute a part of this Registration Statement, except as so modified or superseded.

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Item 8. Exhibits.
Number	Description
5.1	Consent and Opinion of St. John & Wayne, L.L.C.
10.1	IGI, Inc. 1999 Director Stock Option Plan, as amended
23.1	Consent of Amper, Politziner & Mattia, P.C.
24.1	Power of Attorney (included in signature page hereto)

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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in Buena, New Jersey on the 20th day of April, 2006.
		IGI, Inc.
		By:	/s/   Frank Gerardi
		Name:	Frank Gerardi
		Title:	Chairman and Chief Executive Officer
We, the undersigned officers and directors of IGI, Inc., hereby severally constitute and appoint Frank Gerardi and Carlene Lloyd and each of them (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution, for us and in our stead, in any and all capacities, to sign any and all amendments (including pre-effective and post-effective amendments) to this Registration Statement and all documents relating thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting to said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing necessary or advisable to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agent s, or any of them, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signatures	Title			Date
/s/  Frank Gerardi	Chairman and Chief Executive			April 20, 2006
	Officer
Frank Gerardi
/s/  Carlene A. Lloyd	Vice President, Finance			April 20, 2006
Carlene A. Lloyd
/s/  Stephen J. Morris	Director			April 20, 2006
Stephen J. Morris
/s/  Terrence O'Donnell	Director			April 20, 2006
Terrence O'Donnell

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Signatures	Title	Date
/s/  Donald W. Joseph	Director	April 20, 2006
Donald W. Joseph
/s/  Rajiv Mathur	Director	April 20, 2006
Rajiv Mathur

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EXHIBIT INDEX
Number	Description
5.1	Consent and Opinion of St. John & Wayne, L.L.C.
10.1	IGI, Inc. 1999 Director Stock Option Plan, as amended
23.1	Consent of Amper, Politziner & Mattia, P.C.
24.1	Power of Attorney (included in signature page hereto)

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EX-5

EXHIBIT 5.1
OPINION OF COUNSEL
April 20, 2006
IGI, Inc.
105 Lincoln Ave
Buena, New Jersey 08310
Re:   IGI. Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for IGI, Inc., a Delaware corporation (the "Company"), in connection with the preparation of a Registration Statement filed with the Securities and Exchange Commission on Form S-8 (the "Registration Statement") relating to the proposed issuance of an additional 800,000 (the "Shares") of the Company's common stock, par value $.01 per share (the "Common Stock") under the IGI, Inc. 1999 Director Stock Option Plan (the "Plan").
In rendering this opinion, we have examined and relied on (i) the Company's Certificate of Incorporation, as amended, and By-laws, as amended; (ii) the Plan, (iii) Resolutions adopted by the Board of Directors of the Company; (iv) the Registration Statement; and (v) such other documents, legal opinions and precedents, corporate and other records of the Company, and certificates of public officials and officers of the Company that we have deemed necessary or appropriate to provide a basis for the opinion.
Based upon and subject to the foregoing, in our opinion, the Shares will be, when issued pursuant to the Plan, legally issued, fully paid and non-assessable.
We consent to the filing of this opinion as an Exhibit to the Registration Statement.
	Very truly yours,
	/s/ St. John & Wayne, L.L.C.
	ST. JOHN & WAYNE, L.L.C.

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EX-10

Exhibit 10.1
IGI, INC.
1999 DIRECTOR STOCK OPTION PLAN, AS AMENDED1
1.    Purpose
The purpose of this 1999 Director Stock Option Plan (the "Plan") of IGI, Inc. (the "Company") is to encourage ownership in the Company by outside directors of the Company whose continued services are considered essential to the Company's future progress and to provide them with a further incentive to remain as directors of the Company.
2.    Administration
The Board of Directors shall supervise and administer the Plan. Grants of stock options under the Plan and the amount and nature of the awards to be granted shall be automatic in accordance with Section 5. However, all questions of interpretation of the Plan or of any options issued under it shall be determined by the Board of Directors and such determination shall be final and binding upon all persons having an interest in the Plan.
3.    Participation in the Plan
Directors of the Company who are not employees of the Company or any subsidiary of the Company shall be eligible to participate in the Plan.
4.    Stock Subject to the Plan
(a)  The maximum number of shares which may be issued under the Plan shall be 1,475,000 shares of the Company's Common Stock, par value $0.01 per share (the "Common Stock"), subject to adjustment as provided in Section 9 of the Plan.
(b)  If any outstanding option under the Plan for any reason expires or is terminated without having been exercised in full, the shares allocable to the unexercised portion of such option shall again become available for grant pursuant to the Plan.
(c)  All options granted under the Plan shall be non-statutory options not entitled to special tax treatment under Section 422 of the Internal Revenue Code of 1986, as amended to date and as it may be amended from time to time (the "Code").
___________________
1	The increase of the number of shares issuable under the Plan from 675,000 to 1,475,000 was approved by the shareholders on May 16, 2001.

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5.    Terms, Conditions and Form of Options

      Each option granted under the Plan shall be evidenced by a written agreement in such form as the Board of Directors shall from time to time approve, which agreements shall comply with and be subject to the following terms and conditions:

      (a)  Option Grant Dates

            (i)  On September 15, 1999, the Company shall grant to each eligible director an option to purchase 50,000 shares of Common Stock in consideration for past services performed.

            (ii)  Each year on January 2, beginning with January 2, 2000, the Company shall grant to each eligible director an option to purchase 15,000 shares of Common Stock (the "Annual Grant").

            (iii)  Each year on January 2, beginning with January 2, 2000, the Company shall grant to the Chairman of the Audit Committee an option to purchase 15,000 shares of Common Stock, and to the Chairman of the Stock Option and Compensation Committee an option to purchase 10,000 shares of Common Stock.

            (iv)  Upon the initial election of any eligible director as a director of the Company, the Company shall grant to such director an option to purchase 15,000 shares of Common Stock (the "Initial Option"), provided that no person serving as a director on September 15, 1999 shall receive such an option.

      (b)  Option Exercise Price

      The option exercise price per share for each option granted under the Plan shall equal the fair market value per share on the date of grant, which is deemed to be the closing price of the Common Stock on the American Stock Exchange on the date of grant. If the Common Stock is not then traded on the American Stock Exchange, the fair market value shall be determined in good faith by the Board of Directors.

      (c)  Options Non-Transferable

      Except as otherwise provided in the option agreement evidencing the option grant, each option granted under the Plan shall not be transferable by the optionee otherwise than by will, or by the laws of descent and distribution, and shall be exercised during the lifetime of the optionee only by the optionee.

      (d)  Exercise Period

      Each option granted under the Plan shall become exercisable in full, 12 months after the date of grant.

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      (e)  Exercise Procedure

      Options may be exercised only by written notice to the Company at its principal office accompanied by (i) payment in cash of the full consideration for the shares as to which they are exercised or (ii) an irrevocable undertaking by a broker to deliver promptly to the Company sufficient funds to pay the exercise price or delivery of irrevocable instructions to a broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price.

6.    Assignments

      The rights and benefits of participants under the Plan may not be assigned, whether voluntarily or by operation of law, except as provided in Section 5(c).

7.    Effective Date

      The Plan shall become effective September 15, 1999.

8.    Limitation of Rights

      (a)  No Right to Continue as a Director

      Neither the Plan, nor the granting of an option nor any other action taken pursuant to the Plan, shall constitute or be evidence of any agreement or understanding, express or implied, that the Company will retain a director for any period of time.

      (b)  No Stockholders' Rights for Options

      An optionee shall have no rights as a stockholder with respect to the shares covered by his options until the date of the issuance to him of a stock certificate therefor, and no adjustment will be made for dividends or other rights (except as provided in Section 9) for which the record date is prior to the date such certificate is issued.

9.    Changes in Common Stock

      (a)  If the outstanding shares of Common Stock are increased, decreased or exchanged for a different number or kind of shares or other securities, or if additional shares or new or different shares or other securities are distributed with respect to such shares of Common Stock or other securities, through a merger, consolidation, sale of all or substantially all of the assets of the Company, reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other distribution with respect to such shares of Common Stock, or other securities, an appropriate and proportionate adjustment will be made in (i) the maximum number and kind of shares reserved for issuance under the Plan, (ii) the number and kind of shares or other securities subject to then outstanding options under the Plan and (iii) the price for each share subject to any then outstanding options under the Plan, without changing the aggregate purchase price as to w hich such options remain exercisable. No fractional shares will be issued under the Plan on account of any such adjustments.

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      (b)  In the event that the Company is merged or consolidated into or with another corporation (in which consolidation or merger the stockholders of the Company receive distributions of cash or securities of another issuer as a result thereof), or in the event that all or substantially all of the assets of the Company are acquired by any other person or entity, or in the event of a reorganization or liquidation of the Company, then (i) all outstanding options shall automatically become vested in full and fully exercisable immediately prior to the consummation of such merger, consolidation, acquisition, reorganization or liquidation, and (ii) the Board of Directors of the Company, or the board of directors of any corporation assuming the obligations of the Company, shall, as to outstanding options, either (x) provide that such options shall be assumed, or equivalent options shall be substituted, by the acquiring or successor corporation (or affiliate thereof), o r (y) upon written notice to the optionees, provide that all unexercised options will terminate immediately following the vesting of such options in accordance with clause (i) above and immediately prior to the consummation of such merger, consolidation, acquisition, reorganization or liquidation unless exercised by the optionee within a specified number of days following the date of such notice.

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10.    Amendment of the Plan

      The Board of Directors may at any time, and from time to time, modify, terminate or amend the Plan in any respect, except that if at any time the approval of the stockholders of the Company is required as to such modification or amendment under any applicable listing requirement or any applicable tax or regulatory requirement, the Board of Directors may not effect such modification or amendment without such approval.

11.    Notice

      Any written notice to the Company required by any of the provisions of the Plan shall be addressed to the Controller of the Company and shall become effective when it is received.

12.    Governing Law

      The Plan and all determinations made and actions taken pursuant hereto shall be governed by the laws of the State of Delaware.

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EX-23

EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
IGI, Inc. and Subsidiaries
We consent to the incorporation by reference in this Post Effective Amendment No. 1 to the Registration Statement on Form S-8 (No. 333-52312) of our report dated March 18, 2006 relating to the consolidated balance sheet of IGI, Inc. and Subsidiaries as of December 31, 2005 and the related consolidated statements of operations, cash flows and stockholders' equity and comprehensive (loss) for each of the years in the two year period ended December 31, 2005, which appears in the December 31, 2005 Annual Report on Form 10-KSB of IGI, Inc. and Subsidiaries.
Our report dated March 18, 2006 contains an explanatory paragraph that states that the accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As disclosed in the financial statements, the Company has sustained recurring operating losses and as of December 31, 2005, had a working capital deficiency of $501,000. As described more fully in Note 2 to the financial statements, the Company does not have sufficient cash to maintain operations or provide financing for future growth. Management's plans regarding this matter are also described in Note 2. Those conditions raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
	/s/ Amper, Politziner & Mattia, P.C.
Edison, New Jersey
April 20, 2006

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