-----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, L/ewqQ/Anr+OXZT9cqXD/X68dniwQkeRJLmKt0VZmcPaRrQmcCvyQQ32KNHHCO/X bqDOq/wwjVXa6Ux7cag6IQ== 0000912057-01-522458.txt : 20010704 0000912057-01-522458.hdr.sgml : 20010704 ACCESSION NUMBER: 0000912057-01-522458 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010703 EFFECTIVENESS DATE: 20010703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IGEN INTERNATIONAL INC /DE CENTRAL INDEX KEY: 0000916304 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 942852543 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-64478 FILM NUMBER: 1674519 BUSINESS ADDRESS: STREET 1: 16020 INDUSTRIAL DR CITY: GAITHERSBURG STATE: MD ZIP: 20877 BUSINESS PHONE: 3019848000 MAIL ADDRESS: STREET 1: 16020 INDUSTRIAL DRIVE CITY: GAITHERSBURG STATE: MD ZIP: 20877 FORMER COMPANY: FORMER CONFORMED NAME: IGEN INC /CA/ DATE OF NAME CHANGE: 19931216 S-8 1 a2046102zs-8.txt S-8 As filed with the Securities and Exchange Commission on July 3, 2001 Registration No. 333-_______________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 IGEN INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) DELAWARE 94-2852543 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 16020 INDUSTRIAL DRIVE GAITHERSBURG, MARYLAND 20877 (Address of Principal Executive Offices, including Zip Code) 1994 STOCK OPTION PLAN (Full title of the plan) SAMUEL J. WOHLSTADTER CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER 16020 INDUSTRIAL DRIVE GAITHERSBURG, MARYLAND 20877 (Name and address of agent for service) (301) 869-9800 (Telephone number, including area code, of agent for service) --------------- WITH A COPY TO: MEREDITH B. CROSS, ESQ. WILMER, CUTLER & PICKERING 2445 M STREET, N.W. WASHINGTON, D.C. 20037 (202) 663-6000 ----------------- CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------- Proposed Proposed Title of each maximum maximum class of securities Amount offering aggregate Amount of to be to be price offering registration registered registered per share (1) price fee - ------------------------------------------------------------------------------------------------------------------- Common Stock, par value $0.001 per share (including Series A Preferred Share Purchase Rights)(2) 750,000 $11.56-$23.03 $11,864,385 $2,966.10 - -------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended. The price per share and aggregate offering price are based upon (a) the actual exercise price for the additional shares subject to outstanding options granted under the 1994 Stock Option Plan and (b) the average of the high and low prices per share of IGEN Common Stock, par value $.001 per share, as reported on The Nasdaq National Market on June 26, 2001, for additional shares reserved for future issuances pursuant to the 1994 Stock Option Plan. The chart below details the calculation of the registration fee for the additional common stock issuable pursuant to outstanding options or reserved for issuance under the 1994 Stock Option Plan:
SECURITIES NUMBER OF SHARES OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE ---------- ---------------- ------------------------ ------------------------ Common stock issuable 400,000 $18.75 $7,500,000 pursuant to outstanding options under the 1994 Stock Option Plan Common stock reserved for 322,242 $11.56 $3,725,118 issuance under the 1994 Stock Option Plan Common stock reserved for 27,758 $23.03 $639,267 issuance under the 1994 Stock Option Plan TOTAL: $11,864,385
(2) IGEN common stock includes associated rights to purchase shares of IGEN Series A Preferred Stock, par value $.001 per share. Until the occurrence of certain prescribed events, none of which has occurred, the Rights are not exercisable, are evidenced by the certificates representing IGEN common stock and will be transferred along with and only with the IGEN common stock. The value attributable to such Rights, if any, is reflected in the market price of IGEN common stock. EXPLANATORY NOTE IGEN International, Inc. ("Company") is filing this Registration Statement on Form S-8 to register an additional 750,000 shares of the Company's Common Stock, par value $.001 per share, issuable pursuant to the Company's 1994 Stock Option Plan ("Plan"). The Plan has been amended to reserve for issuance these additional shares since the filing of the Company's original registration statement covering the Plan. In accordance with General Instruction E to Form S-8, the Company hereby incorporates herein by reference (1) the Form S-8 relating to the Plan that was previously filed with the Securities and Exchange Commission on September 15, 1994 (SEC File No. 33-84042), together with all exhibits filed therewith or incorporated therein by reference and (2) the Post-Effective Amendment No. 1 to the Form S-8 that was previously filed with the Securities and Exchange Commission on December 31, 1996 (File No. 33-84042), together with all exhibits filed therewith or incorporated therein by reference. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The validity of the additional common stock reserved for issuance under the 1994 Stock Option Plan and registered hereby has been passed upon for the Company by Wilmer, Cutler & Pickering, Washington, D.C. Richard Cass, a partner of Wilmer, Cutler & Pickering, is a director of the Company and holds options to purchase 10,000 shares of our common stock that were granted to Mr. Cass under the Company's 1994 Non-employee Directors' Stock Option Plan. ITEM 8. EXHIBITS. In addition to those exhibits filed with the Registration Statement, as amended, being incorporated by reference into this filing (SEC File No. 33-84042), each of the following exhibits is filed herewith or incorporated by reference as indicated in the table below:
EXHIBIT NUMBER DESCRIPTION ------- ----------- 5 Opinion of Wilmer, Cutler & Pickering as to the legality of the securities being registered 10.14 1994 Stock Option Plan, as amended on July 24, 1998 (1) 23.1 Consent of Wilmer, Cutler & Pickering (included in Exhibit 5) 23.2 Consent of Deloitte & Touche LLP 24 Power of attorney (included on signature pages of this registration statement)
(1) Incorporated by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K for fiscal year ended March 31, 2001. 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 Gaithersburg, Montgomery County, State of Maryland on this 27th day of June, 2001. IGEN International, Inc. By: /s/ SAMUEL J. WOHLSTADTER ------------------------------------- Samuel J. Wohlstadter Chairman and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below under the heading "Signature" constitutes and appoints Samuel J. Wohlstadter, Richard J. Massey and George V. Migausky as his true and lawful attorneys-in-fact each acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead in any and all capacities to sign any or all amendments (including post-effective amendments) to this 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 full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitutes, each acting alone, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE CAPACITY DATE --------- -------- ---- /s/ SAMUEL J. WOHLSTADTER Chairman, Chief Executive Officer June 27, 2001 --------------------------------- (Principal Executive Officer); Director Samuel J. Wohlstadter /s/ GEORGE V. MIGAUSKY Vice President and Chief Financial June 27, 2001 --------------------------------- Officer (Principal Financial and George V. Migausky Accounting Officer) /s/ RICHARD J. MASSEY --------------------------------- President; Director June 27, 2001 Richard J. Massey /s/ RICHARD W. CASS --------------------------------- Director June 27, 2001 Richard W. Cass /s/ ANTHONY REES --------------------------------- Director June 29, 2001 Anthony Rees /s/ ROBERT R. SALSMANS --------------------------------- Director June 27, 2001 Robert R. Salsmans
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------- ----------- 5 Opinion of Wilmer, Cutler & Pickering as to the legality of the securities being registered 10.14 1994 Stock Option Plan, as amended on July 24, 1998 23.1 Consent of Wilmer, Cutler & Pickering (included in Exhibit 5) 23.2 Consent of Deloitte & Touche LLP 24 Power of attorney (included on signature pages of this registration statement)
EX-5 2 a2046102zex-5.txt EXHIBIT 5 Exhibit 5 Wilmer, Cutler & Pickering 2445 M Street, N.W. Washington, D.C. 20037-1420 Telephone: (202) 663-6000 Facsimile: (202) 663-6363 June 28, 2001 IGEN International, Inc. 16020 Industrial Drive Gaithersburg, MD 20872 Re: IGEN International, Inc. Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel to IGEN International, Inc., a Delaware corporation (the "Company"), in connection with a registration statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended. The Registration Statement relates to the registration of the shares of Common Stock of the Company, par value $0.001 per share (the "Shares"), to be issued under the Company's 1994 Stock Option Plan (the "1994 Plan"). For the purposes of this opinion, we have examined and relied upon the following documents: (1) a copy of the 1994 Plan; (2) a copy of the Resolutions of the Board of Directors dated July 11, 1994 adopting the Plan; and (3) the Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 and filed with the Commission on November 13, 1998 reporting shareholder approval of 1998 amendment to the 1994 Plan. You have advised us that the resolutions adopted in 1998 by the Board of Directors amending the 1994 Plan cannot be located. You have further advised us that any and all actions with respect to the amendments adopted in 1998 to the 1994 Plan were ratified by the Board of Directors at a meeting on June 6, 2001. In our examination of the above-referenced documents, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, and the conformity with the original documents of all documents submitted to us as certified, telecopied or reproduced copies. We have assumed the accuracy of the foregoing certifications, on which we are relying, and have made no independent investigation thereof. Based solely upon the foregoing, and upon our examination of such questions of law and statutes as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations, and exceptions set forth in this letter, we are of the opinion that: (a) the Shares have been lawfully and duly authorized; and (b) such Shares will be validly issued, fully paid, and nonassessable upon payment of the purchase price, if any, established under the 1994 Plan. This opinion is limited to the laws of the United States and the general corporation law of Delaware. Although we do not hold ourselves out as being experts in the laws of Delaware, we have made an investigation of such laws to the extent necessary to render our opinion. Our opinion is rendered only with respect to the laws and the rules, regulations, and orders thereunder that are currently in effect. We assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this opinion. This opinion has been prepared for your use in connection with the filing of the Registration Statement on or about June 28, 2001, and should not be quoted in whole or in part or otherwise be referred to, nor otherwise be filed with or furnished to any governmental agency or other person or entity, without our express prior written consent. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Sincerely, WILMER, CUTLER & PICKERING By: /s/ Meredith B. Cross ---------------------------- Meredith B. Cross, a partner EX-23.2 3 a2046102zex-23_2.txt EXHIBIT 23.2 EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of IGEN International, Inc. on Form S-8 of our report dated May 15, 2001 (June 20, 2001 as to Note 4 of notes to consolidated financial statements), appearing in the Annual Report on Form 10-K of IGEN International, Inc. for the year ended March 31, 2001. Deloitte & Touche LLP McLean, Virginia June 28, 2001 -----END PRIVACY-ENHANCED MESSAGE-----