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)