-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, PykAK1H227pLPehmFOlXuUkOYMSyyT+aIZo1EYCLzBCRDqBvC8J/MSGHM+EboFKa LJ7W78Btehu/sC/QLn5yMg== 0000950115-95-000086.txt : 19950414 0000950115-95-000086.hdr.sgml : 19950414 ACCESSION NUMBER: 0000950115-95-000086 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950407 EFFECTIVENESS DATE: 19950426 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: 033-58479 FILM NUMBER: 95527589 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 REGISTRATION STATEMENT ON FORM S-8 As filed with the Securities and Exchange Commission on April 7, 1995 Registration 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 Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) Wheat Road & Lincoln Avenue, Buena, New Jersey 08310 (Address of Principal Executive Offices) (Zip Code) IGI, INC. NON-QUALIFIED STOCK OPTION PLAN (Full Title of the Plan) Edward B. Hager, M.D. Chief Executive Officer IGI, Inc. Wheat Road & Lincoln Avenue Buena, New Jersey 08310 (Name and Address of Agent for Service) (609) 697-1441 (Telephone Number, Including Area Code, of Agent For Service) ================================================================================ CALCULATION OF REGISTRATION FEE Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Offering Registration Registered Registered Per Share Price Fee ---------- ---------- --------- --------- ------------ Common Stock, 250,000 $15.00(1) $3,750,000(1) $1,294 $.01 par shares value - -------------------------------------------------------------------------------- (1) Estimated solely for the purpose of calculating the registration fee, and based upon the average of the reported high and low prices of the Registrant's Common Stock on the American Stock Exchange on April 3, 1995 in accordance with Rules 457(c) and 457(h) of the Securities Act of 1933. ================================================================================ PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The information required by Part I is included in documents sent or given to participants in the Registrant's Non-Qualified Stock Option Plan pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 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: (1) The Registrant's latest annual report filed pursuant to Section 13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant to Rule 424(b) under the Securities Act that contains audited financial statements for the Registrant's latest fiscal year for which such statements have been filed. (2) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the document referred to in (1) above. (3) The description of the Common Stock, $.01 par value per share ("Common Stock"), contained in a registration statement filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description. 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 4. Description of Securities Not applicable. Item 5. Interests of Named Experts and Counsel Not applicable. Item 6. Indemnification of Directors and Officers Section 145 of the Delaware General Corporation Law, as amended (the "Delaware General Corporation Law"), provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action 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 corporation or is or was serving at its request in such capacity in another corporation or business association, 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 corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. Article NINTH of the Registrant's Certificate of Incorporation, as amended (the "Certificate of Incorporation"), provides that, to the fullest extent permitted by Section 145 of the Delaware General Corporation Law, the Registrant will indemnify each person whom it shall have the power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to or covered by said section. Article ELEVENTH of the Registrant's Certificate of Incorporation provides that no director of the Registrant shall be liable for monetary damages for any breach of fiduciary duty, except to the extent that the Delaware General Corporation Law prohibits the elimination or limitation of liability of directors for breach of fiduciary duty. Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits The Exhibit Index immediately preceding the exhibits is incorporated herein by reference. Item 9. Undertakings 1. The 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 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. (2) 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. (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. 2. The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 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 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. 3. Insofar as indemnification for liabilities arising under the Securities Act 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 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 Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 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 Nashua, New Hampshire on the 7th day of April, 1995. IGI, INC. /s/ 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. 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 April 7, 1995 -------------------------- Executive Officer Edward B. Hager (Principal Executive Officer) /s/ John P. Gallo President and Director April 7, 1995 -------------------------- John P. Gallo /s/ Donald J. MacPhee Vice President April 7, 1995 -------------------------- and Controller (Principal Donald J. MacPhee Financial and Accounting Officer) /s/ Henry A. Malkasian Director April 7, 1995 -------------------------- Henry A. Malkasian /s/ Jane E. Hager Director April 7, 1995 -------------------------- Jane E. Hager /s/ David G. Pinosky Director April 7, 1995 -------------------------- David G. Pinosky /s/ John O. Marsh, Jr. Director April 7, 1995 -------------------------- John O. Marsh, Jr. /s/ Terrence O'Donnell Director April 7, 1995 -------------------------- Terrence O'Donnell /s/ Dick Cheney Director April 7, 1995 -------------------------- Dick Cheney /s/ Constantine L. Hampers Director April 7, 1995 -------------------------- Constantine L. Hampers Exhibit Index Exhibit Number Description Page 4.1 Certificate of Incorporation of the Registrant, as amended (incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-8 (File No. 33-63700) filed on June 2, 1993) * 4.2 By-laws of the Registrant, as amended (incorporated by reference to Exhibit (2)(b) to the Registrant's Registration Statement on Form S-18 (File No. 2-72262-B) filed on May 12, 1981) * 4.3 Specimen stock certificate for shares of Common Stock, par value $.01 per share (incorporated by reference to Exhibit (4) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1989, filed April 2, 1990 (the "1989 Form 10-K")) * 4.4 Rights Agreement by and between the Registrant and Fleet National Bank dated as of March 19, 1987 (incorporated by reference to Exhibit (4) to the Registrant's Current Report on Form 8-K, dated as of March 26, 1987) * 4.5 Amendment to Rights Agreement by and among the Registrant, 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 9 23.1 Consent of Coopers & Lybrand L.L.P. 11 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 AND DORR EXHIBIT 5 Hale and Dorr 60 State Street Boston, Massachusetts 02109 April 7, 1995 IGI, Inc. Wheat Road & Lincoln Avenue Buena, New Jersey 08310 Re: IGI, Inc. Non-Qualified Stock Option Plan Gentlemen: We have assisted in the preparation of a Registration Statement on Form S-8 (the "Registration Statement") to be filed on April 7, 1995 with the Securities and Exchange Commission relating to 250,000 shares of the Common Stock, $.01 par value per share ("Shares"), of IGI, Inc., a Delaware corporation (the "Company"), issuable under the IGI, Inc. Non-Qualified 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 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 or photostatic copies and the authenticity of the originals of such latter documents. Based upon the foregoing, we are of the opinion that the Company is a corporation duly incorporated and validly existing under the laws of the State of Delaware and that the Company has duly authorized for issuance the Shares, and 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. IGI, Inc. April 7, 1995 Page 2 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 INDEPENDENT ACCOUNTANTS 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 April 7, 1995 -----END PRIVACY-ENHANCED MESSAGE-----