S-8 1 b40803his-8.txt HYBRIDON, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HYBRIDON, INC. (Exact name of registrant as specified in its charter) DELAWARE 04-3072298 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 345 Vassar Street Cambridge, Massachusetts 02139 (617) 679-5500 (Address, including zip code and telephone number, of Principal Executive Offices) HYBRIDON, INC. AMENDED AND RESTATED 1997 STOCK INCENTIVE PLAN (Full title of the plan) STEPHEN R. SEILER Chief Executive Officer Hybridon, Inc. 345 Vassar Street Cambridge, Massachusetts 02139 (617) 679-5500 (Name, address, including zip code, and telephone number, including area code, of agent for service) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. CALCULATION OF REGISTRATION FEE Title of Each Proposed Proposed Class of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Per Offering Registration Registered Registered Share Price Fee ------------ ---------- --------- --------- ------------ Common Stock $.001 par 7,000,000 $.91 $6,370,000 $1,592.50 value Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based upon the average of the high and low sales prices for the Common Stock reported on the Nasdaq OTC Bulletin Board on October 17, 2001. The purpose of this Registration Statement is to register 7,000,000 additional shares of common stock, $.001 par value, of Hybridon, Inc. issuable pursuant to the Hybridon, Inc. Amended and Restated 1997 Stock Incentive Plan, as amended. STATEMENT OF INCORPORATION BY REFERENCE Pursuant to General Instruction E of Form S-8, the Registrant hereby incorporates by reference the contents of its Form S-8 Registration Statement No. 333-34008 (filed April 4, 2000). Item 8. EXHIBITS EXHIBIT NO. DESCRIPTION ------- ----------- 4.1 Restated Certificate of Incorporation of the Registrant, as amended (incorporated by reference to Exhibit 3.1 filed as part of the Registrant's Annual Report on Form 10-K for the year ended December 31, 1997). 4.2 Amended and Restated By-laws of the Registrant (incorporated by reference to Exhibits to the Registrant's Registration Statement on Form S-1, File No. 33-99024). 5 Opinion and Consent of Holland & Knight LLP, Counsel to the Company, as to the legality of the Common Stock offered hereunder. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Holland & Knight LLP (included in Exhibit 5). 24 Power of Attorney (contained in the signature page of this Registration Statement). 99.1 Hybridon, Inc. Amended and Restated 1997 Stock Incentive Plan. 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 Cambridge, Massachusetts on this 19th day of October, 2001. HYBRIDON, INC. By: /s/ Stephen R. Seiler --------------------------------- Stephen R. Seiler POWER OF ATTORNEY AND SIGNATURES The undersigned officers and directors of Hybridon, Inc. hereby constitute and appoint Robert G. Andersen the true and lawful agent and attorney-in-fact of the undersigned with full power and authority to sign for the undersigned in their names, in any and all capacities, any and all amendments (including post-effective amendments) to this Registration Statement and generally to take all such steps as may be necessary or appropriate to enable Hybridon, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission related thereto, hereby ratifying and confirming all acts taken by such agents and attorneys-in-fact, as herein authorized. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated on October 19, 2001. Signature Title(s) ----------- --------- /s/ Dr. James B. Wyngaarden Chairman of the Board of ---------------------------------------- Directors Dr. James B. Wyngaarden /s/ Stephen R. Seiler Chief Executive Officer ---------------------------------------- (Principal Executive Officer) Stephen R. Seiler and Director /s/ Sudhir Agrawal President, Chief Scientific Officer ---------------------------------------- and Director Dr. Sudhir Agrawal /s/ Robert G. Andersen Chief Financial Officer ----------------------------------------- and Vice President of Robert G. Andersen Operations and Planning Director ---------------------------------------- Arthur W. Berry Director ---------------------------------------- Camille A. Chebeir /s/ Youssef El Zein Director ---------------------------------------- Youssef El Zein /s/ C. Keith Hartley Director ---------------------------------------- C. Keith Hartley /s/ Nasser Menhall Director ----------------------------------------- Nasser Menhall /s/ Paul C. Zamecnik Director ---------------------------------------- Dr. Paul C. Zamecnik EXHIBITS TO HYBRIDON, INC. REGISTRATION STATEMENT ON FORM S-8 Exhibit Index The following exhibits are filed herewith as part of this Registration Statement: EXHIBIT NO. DESCRIPTION ------- ----------- 4.1 Restated Certificate of Incorporation of the Registrant, as amended (incorporated by reference to Exhibit 3.1 filed as part of the Registrant's Annual Report on Form 10-K for the year ended December 31, 1997). 4.2 Amended and Restated By-laws of the Registrant (incorporated by reference to Exhibits to the Registrant's Registration Statement on Form S-1, File No. 33-99024). 5 Opinion and Consent of Holland & Knight LLP, Counsel to the Company, as to the legality of the Common Stock offered hereunder. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Holland & Knight LLP (included in Exhibit 5). 24 Power of Attorney (contained in the signature page of this Registration Statement). 99.1 Hybridon, Inc. Amended and Restated 1997 Stock Incentive Plan.