-----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, KHpXaC2yZjTrH2Z6aIwqXtEBYRr9RcAsz9nxxYsoV6RjsykbOtpfSWFlFDg9Bwhz rfFX4q6DJ53Eq4z0bFaicg== 0000898430-96-005968.txt : 19970102 0000898430-96-005968.hdr.sgml : 19970102 ACCESSION NUMBER: 0000898430-96-005968 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961231 EFFECTIVENESS DATE: 19961231 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: IGEN INC /CA/ CENTRAL INDEX KEY: 0000916304 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 942852543 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-84042 FILM NUMBER: 96688576 BUSINESS ADDRESS: STREET 1: 16020 INDUSTRIAL DRIVE CITY: GAITHERSBURG STATE: MD ZIP: 20877 BUSINESS PHONE: 3019848000 MAIL ADDRESS: STREET 1: 16020 INDUSTRIAL DRIVE CITY: GAITHERSBURG STATE: MD ZIP: 20877 S-8 POS 1 AMENDMENT NO. 1 As filed with the Securities and Exchange Commission on December 31, 1996 Registration No. 33-84042 ============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------------- IGEN INTERNATIONAL, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 94-2852843 (State of Incorporation) (I.R.S. Employer Identification No.) 16020 INDUSTRIAL DRIVE GAITHERSBURG, MD 20877 (301) 984-8000 - -------------------------------------------------------------------------------- (Address and telephone number of principal executive offices) 1994 STOCK OPTION PLAN 1994 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN - -------------------------------------------------------------------------------- (Full title of the plans) SAMUEL J. WOHLSTADTER CHIEF EXECUTIVE OFFICER IGEN INTERNATIONAL, INC. 16020 INDUSTRIAL DRIVE GAITHERSBURG, MD 20877 (301) 984-8000 - -------------------------------------------------------------------------------- (Name, address, including zip code, and telephone number, including area code, of agent for service) ---------------------------- COPIES TO: ANDREI M. MANOLIU, ESQ. COOLEY GODWARD LLP FIVE PALO ALTO SQUARE PALO ALTO, CALIFORNIA 94306 (415) 843-5000 ---------------------------- This Registration Statement shall become effective immediately upon filing with the Securities and Exchange Commission, and sales of the registered securities will begin as soon as practicable after such effective date. IGEN International, Inc., a Delaware corporation (the "Registrant"), as the successor corporation to IGEN, Inc., a California corporation (the "Predecessor"), hereby adopts the Predecessor's Form S-8 Registration Statement (Registration No. 33-84042) as its own for all purposes of the Securities Act of 1933 and the Securities Exchange Act of 1934. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Because the Registrant is now incorporated in the State of Delaware, Item 6 of Part II of the Registration Statement is amended to read as follows: Item 6. Indemnification of Directors and Officers ----------------------------------------- Pursuant to the Delaware General Corporation Law, the Registrant has adopted provisions in its Certificate of Incorporation that eliminate the personal liability of its directors to the Registrant and its stockholders for monetary damages for breach of their fiduciary duties in certain circumstances. The Registrant's Bylaws require Registrant to indemnify its directors and officers to the fullest extent permitted by the Delaware General Corporation Law. The Registrant's Bylaws expressly authorize the use of indemnification agreements, and the Registrant has entered into separate indemnification agreements with its directors and certain of its officers. The Registrant's Bylaws also expressly authorize, to the fullest extent permitted by the Delaware General Corporation Law, the Registrant, upon approval by the Board of Directors, to purchase insurance on behalf of its directors and officers, and the Registrant has obtained director and officer liability insurance. 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 Post- Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Gaithersburg, County of Montgomery, State of Maryland, as of the 31st day of December, 1996. IGEN INTERNATIONAL, INC. By /s/ SAMUEL J. WOHLSTADTER --------------------------------- Samuel J. Wohlstadter Chairman of the Board and Chief Executive Officer 3. POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Samuel J. Wohlstadter and Richard J. Massey, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Post-Effective Amendment No. 1 to Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Post- Effective Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and as of the dates indicated.
SIGNATURE TITLE DATE /s/ SAMUEL J. WOHLSTADTER Chairman of the Board and Chief December 31, 1996 - ------------------------- Executive Officer Samuel J. Wohlstadter /s/ RICHARD J. MASSEY President, Chief Operating Officer December 31, 1996 - ------------------------- and Director Richard J. Massey /s/ EDWARD B. LURIER Director December 31, 1996 - ------------------------- Edward B. Lurier /s/ WILLIAM J. O'NEILL Director December 31, 1996 - -------------------------- William J. O'Neill Director December __, 1996 - -------------------------- Hubert Rehkaemper Director December __, 1996 - -------------------------- Robert Salsmans
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