-----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, Lk5AdQPCSc4xTsV6jOGE9igKvZPX3WVjjjtz9PFI9b5FzQBYmEUyQozwJ3Lg0tja J6o2mDihniXyAEjL03+YNg== 0000912057-01-531994.txt : 20010913 0000912057-01-531994.hdr.sgml : 20010913 ACCESSION NUMBER: 0000912057-01-531994 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010912 EFFECTIVENESS DATE: 20010912 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENDOREX CORP CENTRAL INDEX KEY: 0000812796 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 411505029 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-69286 FILM NUMBER: 1735762 BUSINESS ADDRESS: STREET 1: 28101 BALLARD DR. CITY: LAKE FOREST STATE: IL ZIP: 60045 BUSINESS PHONE: 847-573-8990 MAIL ADDRESS: STREET 1: 28101 BALLARD DR. CITY: LAKE FOREST STATE: IL ZIP: 60045 FORMER COMPANY: FORMER CONFORMED NAME: IMMUNOTHERAPEUTICS INC DATE OF NAME CHANGE: 19920703 S-8 1 a2059144zs-8.txt S-8 As filed with the Securities and Exchange Commission on September 12, 2001 Registration No. 333-____________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------- ENDOREX CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 41-1505029 (State or other jurisdiction (IRS Employer Identification No.) of incorporation or organization) 28101 BALLARD DRIVE, SUITE F, LAKE FOREST, ILLINOIS 60045 (Address of principal executive offices) (Zip Code) ----------------- ENDOREX CORPORATION AMENDED AND RESTATED 1995 OMNIBUS INCENTIVE PLAN (Full title of the Plans) ----------------- STEVE J. KOULOGEORGE CONTROLLER ENDOREX CORPORATION 28101 BALLARD DRIVE, SUITE F, LAKE FOREST, ILLINOIS 60045 (Name and address of agent for service) (847) 573-8990 (Telephone number, including area code, of agent for service) ----------------- CALCULATION OF REGISTRATION FEE
================================================================================================================================== Amount to be Proposed Maximum Proposed Maximum Amount of Title of Securities to be Registered Registered(1) Offering Price Per Share(2) Aggregate Offering Price(2) Registration Fee - ------------------------------------ ------------- --------------------------- --------------------------- ------------------- AMENDED AND RESTATED 1995 OMNIBUS INCENTIVE PLAN Common Stock, par value $.001 334,336 shares $1.03 $344,366 $86
(1) This Registration Statement shall also cover any additional shares of the Registrant's Common Stock which become issuable under the Registrant's Amended and Restated 1995 Omnibus Incentive Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant's receipt of consideration which results in an increase in the number of the outstanding shares of Registrant's Common Stock. (2) Calculated solely for purposes of this offering under Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the average of the high and low selling prices per share of the Registrant's Common Stock on September 10, 2001 as reported by the American Stock Exchange. Pursuant to General Instruction E to Form S-8, this Registration Statement on Form S-8 registers the offer and sale of an additional 334,336 shares of Common Stock of the Registrant for issuance under the Amended and Restated 1995 Omnibus Incentive Plan. The contents of the prior Registration Statement relating to such Plan, Filing No. 333-64035, are incorporated herein by reference. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE Endorex Corporation (the "Registrant") hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the "Commission"): (a) The Registrant's Quarterly Report on Form 10-QSB for the quarter ending June 30, 2001 filed with the Commission on August 14, 2001. (b) The Registrant's Quarterly Report on Form 10-QSB for the quarter ending March 31, 2001 filed with the Commission on May 14, 2001. (c) The Registrant's Amendment to the Annual Report on Form 10-KSB for the fiscal year ended December 31, 2000 filed with the Commission on April 30, 2001. (d) The Registrant's Amendment to the Annual Report on Form 10-KSB for the fiscal year ended December 31, 2000 filed with the Commission on April 24, 2001. (e) The Registrant's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2000 filed with the Commission on April 2, 2001. (f) The Registrant's Registration Statement No. 000-16929 on Form 8-A filed with the SEC on July 8, 1992 pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), in which there is described the terms, rights and provisions applicable to the Registrant's outstanding Common Stock. (g) The Registrant's Registration Statement No. 333-64035 on Form S-8 filed with the Commission on September 23, 1998. All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement 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 by reference herein 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 deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. II-1 Item 8. EXHIBITS
Exhibit Number Exhibit - -------------- ------- 4.1 Instruments Defining Rights of Stockholders. Reference is made to Registrant's Registration Statement No. 000-16929 on Form 8-A, as amended, together with the exhibits thereto, which is incorporated herein by reference pursuant to Item 3(b) of this Registration Statement 5.1 Opinion and consent of Brobeck, Phleger & Harrison LLP 23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants 23.2 Consent of Ernst & Young LLP, Independent Auditors 23.3 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.1 24.0 Power of Attorney. Reference is made to page II-3 of this Registration Statement 99.1* Endorex Corporation Amended and Restated 1995 Omnibus Incentive Plan (as of February 11, 1998) 99.2** Form of Notice of Grant of Stock Option 99.3** Form of Stock Option Agreement 99.4** Form of Addendum to Stock Option Agreement (Limited Stock Appreciation Right) 99.5** Form of Addendum to Stock Option Agreement (Involuntary Termination Following Corporate Transaction/Change in Control) 99.6** Form of Notice of Grant of Automatic Stock Option (Initial Grant) 99.7** Form of Notice of Grant of Automatic Stock Option (Annual Grant) 99.8** Form of Automatic Stock Option Agreement
* Exhibit 99.1 is incorporated by reference to Exhibit 10.6 filed with the Registrant's 10KSB/A for the fiscal year ended December 31, 2000 filed with the Commission on April 30, 2001. **Exhibits 99.2 through 99.8 are incorporated herein by reference to the Exhibits of the same number filed with the Registrant's Registration Statement No. 333-64035 on Form S-8 which was filed with the Commission on September 23, 1998. II-2 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 the City of Lake Forest, State of Illinois on September 12, 2001. ENDOREX CORPORATION By: /s/ Michael S. Rosen ----------------------------------- Michael S. Rosen President, Chief Executive Officer and Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: That the undersigned officers and directors of Endorex Corporation, a Delaware corporation, do hereby constitute and appoint Michael S. Rosen and/or Steve J. Koulogeorge, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and the undersigned hereby ratifies and confirms that said attorneys and agents shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts. IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE - ----------------------------- ------------------------------------------------ ------------------ /s/ Michael S. Rosen President, Chief Executive Officer and Director September 12, 2001 - ----------------------------- (Principal Executive Officer) Michael S. Rosen /s/ Steve J. Koulogeorge Controller September 12, 2001 - ----------------------------- (Principal Financial and Accounting Officer) Steve J. Koulogeorge II-3 SIGNATURE TITLE DATE - ----------------------------- ------------------------------------------------ ------------------ Director September 12, 2001 - ----------------------------- Richard Dunning /s/ Steve H. Kanzer Director September 12, 2001 - ----------------------------- Steve H. Kanzer /s/ Paul D. Rubin Director September 12, 2001 - ----------------------------- Paul D. Rubin /s/ H. Laurence Shaw Director September 12, 2001 - ----------------------------- H. Laurence Shaw /s/ Kenneth Tempero Director September 12, 2001 - ----------------------------- Kenneth Tempero /s/ Steven Thornton Director September 12, 2001 - ----------------------------- Steven Thornton
II-4 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 EXHIBITS TO FORM S-8 UNDER SECURITIES ACT OF 1933 ENDOREX CORPORATION EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT - -------------- ------- 4.1 Instruments Defining Rights of Stockholders. Reference is made to Registrant's Registration Statement No. 000-16929 on Form 8-A, as amended, together with the exhibits thereto, which is incorporated herein by reference pursuant to Item 3(b) of this Registration Statement 5.1 Opinion and consent of Brobeck, Phleger & Harrison LLP 23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants 23.2 Consent of Ernst & Young LLP, Independent Auditors 23.3 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.1 24.1 Power of Attorney. Reference is made to page II-3 of this Registration Statement 99.1* Endorex Corporation Amended and Restated 1995 Omnibus Incentive Plan (as of February 11, 1998) 99.2** Form of Notice of Grant of Stock Option 99.3** Form of Stock Option Agreement 99.4** Form of Addendum to Stock Option Agreement (Limited Stock Appreciation Right) 99.5** Form of Addendum to Stock Option Agreement (Involuntary Termination Following Corporate Transaction/Change in Control) 99.6** Form of Notice of Grant of Automatic Stock Option (Initial Grant) 99.7** Form of Notice of Grant of Automatic Stock Option (Annual Grant) 99.8** Form of Automatic Stock Option Agreement
* Exhibit 99.1 is incorporated by reference to Exhibit 10.6 filed with the Registrant's 10KSB/A for the fiscal year ended December 31, 2001 filed with the Commission on April 30, 2001. **Exhibits 99.2 through 99.8 are incorporated herein by reference to the Exhibits of the same number filed with the Registrant's Registration Statement No. 333-64035 on Form S-8 which was filed with the Commission on September 23, 1998. EX-5.1 3 a2059144zex-5_1.txt EX-5.1 EXHIBIT 5.1 OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP September 12, 2001 Endorex Corporation 28101 Ballard Drive, Suite F Lake Forest, Illinois 60045 Re: Endorex Corporation - Registration Statement on Form S-8 for Offering of an Additional 334,336 Shares of Common Stock Dear Ladies and Gentlemen: We have acted as counsel to Endorex Corporation, a Delaware corporation (the "Company"), in connection with the registration on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, of an additional 334,336 shares of the Company's common stock (the "Common Stock") reserved for issuance under the Company's Amended and Restated 1995 Omnibus Incentive Plan (the "Plan"). This opinion is being furnished in accordance with the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-B. We have reviewed the Company's charter documents and the corporate proceedings taken by the Company in connection with the establishment and amendment of the Plan. Based on such review, we are of the opinion that, if, as and when the shares of Common Stock are issued and sold (and consideration therefor received) pursuant to the applicable provisions of the Plan and in accordance with the Registration Statement, such shares will be duly authorized, validly issued, fully paid and non-assessable. We consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. This opinion letter is rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Plan or the shares of Common Stock issuable under the Plan. Very truly yours, /s/ Brobeck, Phleger & Harrison LLP BROBECK, PHLEGER & HARRISON LLP EX-23.1 4 a2059144zex-23_1.txt EX-23.1 EXHIBIT 23.1 CONSENT OF PRICEWATERHOUSECOOPERS LLP, INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 4, 2000, relating to the financial statements of Endorex Corporation, which appears in Endorex Corporation's Annual Report on Form 10-KSB for the year ended December 31, 2000. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Chicago, Illinois September 7, 2001 EX-23.2 5 a2059144zex-23_2.txt EX-23.2 EXHIBIT 23.2 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the Amended and Restated 1995 Omnibus Incentive Plan of Endorex Corporation of our report dated February 15, 2001 with respect to the financial statements of Endorex Corporation included in its Annual Report on Form 10-KSB for the year ended December 31, 2000, filed with the Securities Exchange Commission. /s/ Ernst & Young LLP Milwaukee, Wisconsin September 7, 2001 -----END PRIVACY-ENHANCED MESSAGE-----