-----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, FGRZFWymqdHVFfdY+2W6V9SB7u1Gud3ot5aEFloEFQPe87uOIWx/JdcQwuwZ3+8q y6i+/1ANHtRAe3D0/TrL+w== 0000950109-95-005348.txt : 19951222 0000950109-95-005348.hdr.sgml : 19951222 ACCESSION NUMBER: 0000950109-95-005348 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19951221 EFFECTIVENESS DATE: 19960109 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: IGI INC CENTRAL INDEX KEY: 0000352998 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 010355758 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-65249 FILM NUMBER: 95603497 BUSINESS ADDRESS: STREET 1: WHEAT ROAD AND LINCOCN AVENUE STREET 2: P O BOX 687 CITY: BUENA STATE: NJ ZIP: 08310 BUSINESS PHONE: 6096971441 MAIL ADDRESS: STREET 1: WHEAT ROAD AND LINCOCN AVE STREET 2: P O BOX 687 CITY: BUENA STATE: NJ ZIP: 08310 FORMER COMPANY: FORMER CONFORMED NAME: IMMUNOGENETICS INC DATE OF NAME CHANGE: 19870814 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on December 21, 1995 Registration Statement No. 33- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________________ 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 Juris- (I.R.S. Employer diction of Incorpora- Identification No.) tion or Organization) WHEAT ROAD & LINCOLN AVENUE BUENA, NEW JERSEY 08310 (Address, Including Zip Code, of Principal Executive Offices) IGI, INC. 1991 STOCK OPTION PLAN (Full Title of the Plan) EDWARD B. HAGER, M.D. IGI, INC. WHEAT ROAD & LINCOLN AVENUE BUENA, NEW JERSEY 08310 (609) 697-1441 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) CALCULATION OF REGISTRATION FEE
============================================================================================= | | | Proposed | Proposed | | | | | Maximum | Maximum | Amount | | | Amount | Offering | Aggregate | of Regis-| | Title of Each Class | to be | Price Per | Offering | tration | | of Securities to be Registered |Registered| Share(1) | Price(1) | Fee | --------------------------------------------------------------------------------------------- |Common Stock, $.01 par value.......... | 700,000 | $7.125 | $4,987,500 | $1,720 | | | shares | | | | =============================================================================================
(1) Estimated solely for purposes of calculating the registration fee pursuant to Rules 457(c) and 475(h) of the Securities Act of 1933, as amended, and based upon the average of the reported high and low sale prices of the Registrant's Common Stock on the American Stock Exchange on December 18, 1995. ================================================================================ STATEMENT OF INCORPORATION BY REFERENCE Except as otherwise set forth below, this Registration Statement on Form S-8 incorporates by reference the contents of the Registration Statement on Form S-8 (File No. 33-63700) (the "Initial Registration Statement") relating to the Registrant's 1991 Stock Option Plan. PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3 of the Initial Registration Statement is amended and restated in its entirety as follows: ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The Registrant is subject to the informational and reporting requirements of Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance therewith, files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). The following documents, which are filed with the Commission, are incorporated in this Registration Statement by reference: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1994. (b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 1995, June 30, 1995 and September 30, 1995. (c) The description of the common stock of the Registrant, $.01 par value per share (the "Common Stock"), contained in a Registration Statement on Form 8-A (File No. 1-8568) pursuant to Section 12(b) of the Exchange Act. (d) The Registrant's definitive proxy materials, dated April 14, 1995, relating to the 1995 Annual Meeting of Stockholders. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post- effective amendment which indicates that all shares of Common Stock offered hereby have been sold or which deregisters all shares of Common Stock then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of the filing of such documents. Item 9 of the Initial Registration Statement is amended and restated in its entirety as follows: ITEM 9. UNDERTAKINGS The Company 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, as amended (the "Securities Act"); -2- (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. 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 Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (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 paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the 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. The Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the indemnification provisions described herein, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities -3- 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. -4- 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 Town of Lyndeboro, New Hampshire on the 21st day of December, 1995. IGI, INC. By: /s/ Edward B. Hager ------------------------ Edward B. Hager Chairman and Chief Executive Officer POWER OF ATTORNEY We, the undersigned officers and directors of IGI, Inc., hereby severally constitute Edward B. Hager, John P. Gallo, Henry A. Malkasian and Paul P. Brountas, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Registration Statement on Form S-8 filed herewith and any and all subsequent amendments to said Registration Statement, and generally to do all such things in our names and behalf in our capacities as officers and directors to enable IGI, Inc. to comply with all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by said attorneys, or any of them, to said Registration Statement and any and all amendments thereto. -5- 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 dates indicated. Signature Title Date --------- ----- ---- /s/ Edward B. Hager Chairman and Chief December 21, 1995 - -------------------------- Edward B. Hager Executive Officer (Principal Executive Officer) /s/ John P. Gallo President and Director December 21, 1995 - -------------------------- John P. Gallo /s/ Donald J. MacPhee Vice President December 21, 1995 - -------------------------- Donald J. MacPhee and Controller (Principal Financial and Accounting Officer) /s/ Henry A. Malkasian Director December 21, 1995 - -------------------------- Henry A. Malkasian /s/ Jane E. Hager Director December 21, 1995 - -------------------------- Jane E. Hager /s/ David G. Pinosky Director December 21, 1995 - -------------------------- David G. Pinosky /s/ John O. Marsh, Jr. Director December 21, 1995 - -------------------------- John O. Marsh, Jr. /s/ Terrence O'Donnell Director December 21, 1995 - -------------------------- Terrence O'Donnell /s/ Dick Cheney Director December 21, 1995 - -------------------------- Dick Cheney /s/ Constantine L. Hampers Director December 21, 1995 - -------------------------- Constantine L. Hampers -6- EXHIBIT INDEX EXHIBIT DESCRIPTION OF EXHIBIT PAGE - ------- ---------------------- ---- 4.1 Specimen stock certificate for shares of Common Stock, par value $.01 per share (incorporated by reference to Exhibit (4) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1989, filed April 2, 1990 (the "1989 Form 10-K")) * 4.2 Rights Agreement by and between the Company and Fleet National Bank dated as of March 19, 1987 (incorporated by reference to Exhibit (4) to the Company's Current Report on Form 8-K, dated as of March 26, 1987)......................................... * 4.3 Amendment to Rights Agreement by and among the Company, Fleet National Bank and State Street Bank and Trust Company dated as of March 23, 1990 (incorporated by reference to Exhibit (10)(g) to the 1989 Form 10-K)........................................... * 5 Opinion of Hale and Dorr...................................... 8 23.1 Consent of Coopers & Lybrand L.L.P............................ 10 23.2 Consent of Hale and Dorr (included in Exhibit 5).............. 24 Power of Attorney (included on the signature pages of this Registration Statement)....................................... ___________ * Incorporated herein by reference. EX-5 2 OPINION OF HALE & DORR Exhibit 5 ------- - Hale and Dorr 60 State Street Boston, Massachusetts 02109 December 21, 1995 IGI, Inc. Wheat Road & Lincoln Avenue Buena, New Jersey 08310 Re: IGI, Inc. IGI, Inc. 1991 Stock Option Plan -------------------------------- Ladies and Gentlemen: We have assisted in the preparation of a Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission relating to 700,000 shares of the Common Stock, $.01 par value per share ("Shares"), of IGI, Inc., a Delaware corporation (the "Company"), issuable under the IGI, Inc. 1991 Stock Option Plan (the "Plan"). We have examined the Certificate of Incorporation and By-laws of the Company, each as amended to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement, the Company's Registration Statement on Form S-8 (File No. 33-63700) and such other documents relating to the Company as we have deemed material for the purposes of this opinion. In our examination of the foregoing documents, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or facsimile copies and the authenticity of the originals of any such documents. Based on the foregoing, we are of the opinion that the Shares have been duly authorized for issuance under the Plan, and that the Shares, when issued and paid for in accordance with the terms of the Plan and at a price per share in excess of the par value per share for such Shares, will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion with the Securities and Exchange Commission in connection with the Registration Statement. Very truly yours, HALE AND DORR EX-23.1 3 CONSENT OF COOPERS & LYBRAND L.L.P. Exhibit 23.1 ------- ---- CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement of IGI, Inc. on Form S-8 of our report, dated March 31, 1995, on our audits of the consolidated financial statements and financial statement schedules of IGI, Inc. as of December 31, 1994 and 1993, and for the years ended December 31, 1994, 1993 and 1992, which report is included in the Annual Report on Form 10-K incorporated by reference into this Registration Statement. Coopers & Lybrand L.L.P. Philadelphia, Pennsylvania December 20, 1995 -----END PRIVACY-ENHANCED MESSAGE-----