-----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, Rm0lvCvLI61WE73lYSzIKkrDlwnvIZDoA11X3uvEOC99J7wBAIKdi/0XqlOZB1d8 ZuIkx6+SCd/Q6slIuWhHHA== 0000950135-99-000733.txt : 19990215 0000950135-99-000733.hdr.sgml : 19990215 ACCESSION NUMBER: 0000950135-99-000733 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990212 EFFECTIVENESS DATE: 19990212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORAVAX INC /DE/ CENTRAL INDEX KEY: 0000900122 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 043085209 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-72285 FILM NUMBER: 99536678 BUSINESS ADDRESS: STREET 1: 38 SIDNEY ST 4TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 6175266000 S-8 1 ORAVAX, INC. 1 As filed with the Securities and Exchange Commission on February 12, 1999 Registration No. 333- __________ - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ORAVAX, INC. - -------------------------------------------------------------------------------- (Exact name of issuer as specified in its charter)
Delaware 04-3085209 - ------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 38 Sidney Street, Cambridge, Massachusetts 02139 - ------------------------------------------ --------- (Address of Principal Executive Offices) (Zip Code)
401(K) SAVINGS AND RETIREMENT PLAN - -------------------------------------------------------------------------------- (Full Title of the Plan) John M. Westcott, Jr., Esq. c/o Hale and Dorr LLP 60 State Street Boston, Massachusetts 02109 - -------------------------------------------------------------------------------- (Name and Address of Agent for Service) (617) 526-6000 - -------------------------------------------------------------------------------- (Telephone Number, Including Area Code, of Agent For Service) 2 CALCULATION OF REGISTRATION FEE
======================================================================================================= Proposed Maximum Proposed Title of Offering Maximum Securities Amount Price Per Aggregate Amount to be to be Share (1) Offering of Registration Registered Registered Price (1) Fee - ------------------------------------------------------------------------------------------------------- Common Stock, $.001 par value 85,000 shares $0.64 $54,400 $16.00 =======================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) and based on the average of the reported high and low sale prices of the registrant's Common Stock on the NASD OTC Bulletin Board on February 5, 1999. 2 3 STATEMENT OF INCORPORATION BY REFERENCE This Registration Statement on Form S-8 (the "Registration Statement") incorporates by reference the contents of the Registration Statement on Form S-8, File No. 33-94988, filed by OraVax, Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission on July 26, 1995, relating to the Company's 401(k) Savings and Retirement Plan. 3 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company 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 Boston, Commonwealth of Massachusetts, on the 10 day of February, 1999. ORAVAX, INC. By: /s/ Lance K. Gordon ------------------------------ Lance K. Gordon, President and Chief Executive Officer POWER OF ATTORNEY We, the undersigned Directors and Officers of the Company hereby constitute Lance K. Gordon, Brigid A. Makes and John M. Westcott, Jr., 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 Directors and Officers to enable OraVax, Inc. to comply with all requirements of the Securities Act of 1933, as amended, and 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. 4 5
Signature Title Date - --------- ----- ---- (i) Principal executive ) officer: ) ) ) /s/ Lance K. Gordon President and ) - ------------------------------------ Chief Executive ) Lance K. Gordon Officer ) ) ) (ii) Principal financial and ) accounting officer: ) ) ) /s/ Brigid A. Makes Vice President, Finance ) - ------------------------------------ and Chief Financial ) Brigid A. Makes Other ) ) ) (iii) A majority of the ) Board of Directors: ) ) ) /s/ Lance K. Gordon Director ) February 10, 1999 - ------------------------------------ ) Lance K. Gordon ) ) ) /s/ Andre L. Lamotte Director ) - ------------------------------------ ) Andre L. Lamotte ) ) ) Director ) - ------------------------------------ ) Douglas MacMaster ) ) ) /s/ Allen Misher Director ) - ------------------------------------ ) Allen Misher
6 EXHIBIT INDEX
Exhibit No. Description Page - ----------- ----------- ---- 4.1* Second Amended and Restated Certificate -- of Incorporation of the Registrant. 4.2* Amended and Restated By-Laws of the -- Registrant 5.1 Opinion of Hale and Dorr LLP. 7 23.1 Consent of PricewaterhouseCoopers LLP 8 23.2 Consent of Hale and Dorr LLP (included in 7 Exhibit 5.1). 24 Power of Attorney (included on page 4 3 of this Registration Statement).
- --------- * Incorporated herein by reference to the Company's Registration Statement on Form S-1, as amended (File No. 33-90936). EX-5.1 2 OPINION OF HALE & DORR LLP 1 Exhibit 5.1 HALE AND DORR LLP COUNSELLORS AT LAW 60 STATE STREET, BOSTON, MASSACHUSETTS 02109 617-526-6000 * FAX 617-526-5000 February 10, 1999 OraVax, Inc. 38 Sidney Street Cambridge, Massachusetts 02139 Re: 401(k) Savings & Retirement 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 85,000 shares (the "Shares") of Common Stock, $.001 par value per share, of OraVax, Inc., a Delaware corporation (the "Company"), issuable under the Company's 401(k) Savings & Retirement Plan (the "Plan"). We have examined the Second Amended & Restated Certificate of the Company and all amendments thereto in the Office of the Secretary of the State of Delaware, 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 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 such documents. Based upon the foregoing, it is our opinion that the Shares have been duly authorized for issuance under the Plan, and the Shares, when issued and paid for in accordance with the terms of the Plan 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, /s/ Hale and Dorr LLP HALE AND DORR LLP WASHINGTON, DC BOSTON, MA LONDON, UK* - -------------------------------------------------------------------------------- HALE AND DORR LLP INCLUDES PROFESSIONAL CORPORATIONS *BROBECK HALE AND DORR INTERNATIONAL (AN INDEPENDENT JOINT VENTURE LAW FIRM) EX-23.1 3 CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement of OraVax, Inc. on Form S-8 to register 85,000 shares of common stock of our report dated March 27, 1998, on our audits of the consolidated financial statements of OraVax, Inc. as of December 31, 1996 and 1997 and for each of the three years in the period ended December 31, 1997, which report is included in the 1997 Annual Report on Form 10-K of OraVax, Inc. We also consent to the incorporation by reference in this registration statement of our report, dated March 27, 1998, on our audits of the combined financial statements of OraVax Merieux Co. and Merieux OraVax Co. (both development stage enterprises) as of December 31, 1996 and 1997 and for the period from inception (March 31, 1995) through December 31, 1995 and for the years ended December 31, 1996 and 1997, which report is included in the 1997 Annual Report on Form 10-K of OraVax, Inc. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Boston, Massachusetts February 10, 1999 -----END PRIVACY-ENHANCED MESSAGE-----