-----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, EXzJWgm/wy/BNYy3ataP1+sTnx1AwJLeIsk0Ak97BMzYKiYhohuj9s9JU/uQoOc1 bU3ZPNUFmQw3R1AGDDCVdA== 0001032210-01-500638.txt : 20010528 0001032210-01-500638.hdr.sgml : 20010528 ACCESSION NUMBER: 0001032210-01-500638 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010525 EFFECTIVENESS DATE: 20010525 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TARGETED GENETICS CORP /WA/ CENTRAL INDEX KEY: 0000921114 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 911549568 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-61738 FILM NUMBER: 1648955 BUSINESS ADDRESS: STREET 1: 1100 OLIVE WAY STREET 2: STE 100 CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 2066237612 MAIL ADDRESS: STREET 1: 1100 OLIVE WAY STREET 2: STE 100 CITY: SEATTLE STATE: WA ZIP: 98101 S-8 1 ds8.txt FORM S-8 As filed with the Securities and Exchange Commission on May 25, 2001 Registration No. 333-________ - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________________ TARGETED GENETICS CORPORATION (Exact name of Registrant as specified in its charter) Washington 91-1549568 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
1100 Olive Way, Suite 100 Seattle, Washington 98101 (Address of principal executive offices, including zip code) TARGETED GENETICS CORPORATION 1999 STOCK OPTION PLAN (Full title of the plan) H. STEWART PARKER President and Chief Executive Officer Targeted Genetics Corporation 1100 Olive Way, Suite 100 Seattle, Washington 98101 (206) 623-7612 (Name, address and telephone number, including area code, of agent for service) ______________________ Copy to: STEPHEN M. GRAHAM ANN L. McGUIRE Orrick, Herrington & Sutcliffe LLP 719 Second Avenue, Suite 900 Seattle, Washington 98104 ______________________ CALCULATION OF REGISTRATION FEE
========================================================================================================================== Proposed Maximum Proposed Maximum Title of Securities Number to Be Offering Price Per Aggregate Offering Amount of to Be Registered Registered(1) Share(2) Price(2) Registration Fee - -------------------------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value per share, 2,000,000 $5.43 $10,860,000 $2,715 authorized but unissued under the 1999 Stock Option Plan - --------------------------------------------------------------------------------------------------------------------------
(1) This registration statement shall also cover any additional shares of common stock that may become issuable under the 1999 Stock Option Plan being registered hereby as a result of any future stock split, stock dividend, recapitalization or similar adjustment effected without the receipt of consideration that results in an increase in the number of outstanding shares of the registrant's common stock. (2) 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 is estimated to be $5.43, based on the average of the high and low prices of the registrant's common stock on May 23, 2001, as reported on the Nasdaq National Market. REGISTRATION OF ADDITIONAL SECURITIES This registration statement on Form S-8 is being filed by Targeted Genetics Corporation for the purpose of registering an additional 2,000,000 shares of common stock, par value $0.01, to be issued pursuant to the Targeted Genetics Corporation 1999 Stock Option Plan, as restated January 23, 2001. The contents of the Targeted Genetics' registration statement on Form S-8 (No. 333-78523) relating to the 1999 Stock Option Plan, filed on May 14, 1999, are incorporated by reference into this registration statement in accordance with General Instruction E to Form S-8. Item 8. EXHIBITS Exhibit Number Description - -------------- ----------------------------------------------------------------- 5.1 Opinion of Orrick, Herrington & Sutcliffe LLP regarding the legality of the common stock being registered 10.1 Targeted Genetics Corporation 1999 Stock Option Plan, as restated January 23, 2001 (incorporated by reference to Exhibit 10.2 to the registrant's quarterly report on Form 10-Q for the period ended March 31, 2001, filed on May 11, 2001) 23.1 Consent of Ernst & Young LLP, independent auditors 23.2 Consent of Orrick, Herrington & Sutcliffe LLP (included in Exhibit 5.1) 24.1 Power of Attorney (included in signature page) II-1 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 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 Seattle, State of Washington, on this 23rd day of May, 2001. TARGETED GENETICS CORPORATION /s/ H. Stewart Parker _____________________________________________ By: H. Stewart Parker President and Chief Executive Officer POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints H. Stewart Parker and David J. Poston, or either of them, as attorneys-in-fact with full power of substitution, to execute in the name and on the behalf of each person, individually and in each capacity stated below, and to file, any and all amendments to this Registration Statement, including any and all post-effective amendments. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated below on this 23rd day of May, 2001. Signature Title --------- ----- /s/ H. Stewart Parker ________________________________________ President, Chief Executive Officer H. Stewart Parker (Principal Executive Officer) and Director /s/ David J. Poston ________________________________________ Senior Director of Finance, Assistant David J. Poston Secretary (Interim Principal Financial and Accounting Officer) /s/ Jeremy L. Curnock Cook ________________________________________ Chairman of the Board and Director Jeremy L. Curnock Cook /s/ Jack L. Bowman ________________________________________ Director Jack L. Bowman /s/ Joseph M. Davie ________________________________________ Director Joseph M. Davie /s/ James D. Grant ________________________________________ Director James D. Grant /s/ Louis P. Lacasse ________________________________________ Director Louis P. Lacasse ________________________________________ Director Nelson L. Levy, Ph.D., M.D. /s/ Mark P. Richmond ________________________________________ Director Mark P. Richmond, Ph.D. II-2 INDEX TO EXHIBITS
Exhibit Number Description - ------------- --------------------------------------------------------------- 5.1 Opinion of Orrick, Herrington & Sutcliffe LLP regarding the legality of the common stock being registered 10.1 Targeted Genetics Corporation 1999 Stock Option Plan, as restated January 23, 2001 (incorporated by reference to Exhibit 10.2 to the registrant's quarterly report on Form 10-Q for the period ended March 31, 2001, filed on May 11, 2001) 23.1 Consent of Ernst & Young LLP, independent auditors 23.2 Consent of Orrick, Herrington & Sutcliffe LLP (included in Exhibit 5.1) 24.1 Power of Attorney (included in signature page)
EX-5.1 2 dex51.txt OPINION OF ORRICK, HERRINGTON & SUTCLIFFE LLP EXHIBIT 5.1 [Letterhead of Orrick, Herrington & Sutcliffe LLP] May 25, 2001 Targeted Genetics Corporation 1100 Olive Way, Suite 100 Seattle, Washington 98101 Re: Registration Statement on Form S-8 for the Targeted Genetics Corporation 1999 Stock Option Plan Ladies and Gentlemen: We have acted as counsel to Targeted Genetics Corporation (the "Company") in connection with the preparation of a registration statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, that the Company is filing with the Securities and Exchange Commission with respect to 2,000,000 additional shares of common stock, $.01 par value per share (the "Shares"), issuable under the Targeted Genetics Corporation 1999 Stock Option Plan, as restated January 23, 2001 (the "Plan"). We have examined the Registration Statement and such documents and records of the Company and other documents as we have deemed relevant and necessary for the purpose of this opinion. In giving this opinion, we are assuming the authenticity of all instruments presented to us as originals, the conformity with originals of all instruments presented to us as copies and the genuineness of all signatures. Based on and subject to the foregoing, we are of the opinion that any Shares that may be issued pursuant to the Plan have been duly authorized and that, upon (i) exercise of options to purchase shares granted under the Plan, (ii) issuance and sale of such Shares upon such exercise in accordance with the terms of the Plan and (iii) receipt of consideration for such Shares in accordance with the terms of the Plan, such Shares will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act. Very truly yours, /s/ ORRICK, HERRINGTON & SUTCLIFFE LLP EX-23.1 3 dex231.txt CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference into the Registration Statement on Form S-8 pertaining to the Targeted Genetics Corporation 1999 Stock Option Plan, as restated January 23, 2001, of our report dated February 12, 2001, with respect to the consolidated financial statements of Targeted Genetics Corporation included in its Annual Report on Form 10-K for the year ended December 31, 2000, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP Seattle, Washington May 25, 2001 -----END PRIVACY-ENHANCED MESSAGE-----