As filed with the Securities and Exchange Commission on March 15, 2000
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
______________________
INTERLEUKIN GENETICS, INC.
(Exact name of registrant as specified in its charter)
TEXAS 94-3123681
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 N.E. LOOP 410, SUITE 820 78216
SAN ANTONIO, TEXAS (Zip Code)
(Address of Principal Executive Offices)
NON-QUALIFIED STOCK OPTION AGREEMENT DATED JUNE 1, 1999 BETWEEN
INTERLEUKIN GENETICS, INC. AND PHILIP R. REILLY
NON-QUALIFIED STOCK OPTION AGREEMENT DATED NOVEMBER 30, 1999 BETWEEN
INTERLEUKIN GENETICS, INC. AND PHILIP R. REILLY
(Full title of the Plans)
KENNETH S. KORNMAN
PRESIDENT
INTERLEUKIN GENETICS, INC.
100 N.E. LOOP 410, SUITE 820
SAN ANTONIO, TEXAS 78216
(Name and address of agent for service)
(210) 349-6400
(Telephone number, including area code, of agent for service)
______________________
With Copy to:
FULBRIGHT & JAWORSKI L.L.P.
300 CONVENT, SUITE 2200
SAN ANTONIO, TEXAS 78205
(210) 224-5575
ATTENTION: PHILLIP M. RENFRO
______________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================
PROPOSED PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED BE REGISTERED PRICE PER UNIT(1) PRICE(1) REGISTRATION FEE
- ------------------- -------------- ----------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock,
no par value 591,394 shares $ 12.5625 $ 7,429,387.13 $ 1,961.36
====================================================================================================
</TABLE>
(1) Pursuant to Rule 457(c), the maximum offering price per security and
maximum aggregate offering price of the Common Stock have been calculated
on the basis of the average of the high and low sale prices of the Common
Stock as reported in the NASDAQ SmallCap Market System on March 9, 2000.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference in this
Registration Statement:
1. The Annual Report on Form 10-K/SB of Interleukin Genetics,
Inc., a Texas corporation (the "Registrant"), for the year ended December 31,
1998;
2. The Registrant's Quarterly Reports on Form 10-QSB for the
quarters ended March 31, June 30 and September 30, 1999;
3. The Registrant's Current Report on Form 8-K filed June 25,
1999;
4. The Registrant's Current Report on Form 8-K filed August 20,
1999;
5. The Registrant's Current Report on Form 8-K filed October 8,
1999;
6. The Registrant's Current Report on Form 8-K filed December 17,
1999;
7. The description of the Registrant's Common Stock, no par
value, set forth in Item 1 of the Registrant's Registration Statement on
Form 8-A filed December 15, 1997.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the filing hereof and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
-2-
<PAGE>
Article 2.02-1 of the Texas Business Corporation Act provides that
any director or officer of a Texas corporation may be indemnified against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by him in connection with or in defending any action, suit or
proceeding in which he is a party by reason of his position. With respect to any
proceeding arising from actions taken in his official capacity, as a director or
officer, he may be indemnified so long as it shall be determined that he
conducted himself in good faith and that he reasonably believed that such
conduct was in the corporation's best interests. In cases not concerning conduct
in his official capacity as a director or officer, a director may be indemnified
as long as he reasonably believed that his conduct was not opposed to the
corporation's best interests. In the case of any criminal proceeding, a director
or officer may be indemnified if he had no reasonable cause to believe his
conduct was unlawful. If a director or officer is wholly successful, on the
merits or otherwise, in connection with such a proceeding, such indemnification
is mandatory.
The Company's Articles of Incorporation and Bylaws provide for
indemnification of its present and former directors and officers. The Company's
Bylaws further provide for indemnification of officers and directors against
reasonable expenses actually incurred in connection with the defense of any such
action, suit or proceeding in advance of the final disposition of the
proceeding.
The Articles of Incorporation of the Company contain a provision
that limits the liability of the Company's directors as permitted under Texas
law. The provision eliminates the liability of a director to the Company or its
shareholders for monetary damages for an act or omission in the director's
capacity as a director. The provision does not affect the liability of a
director for (i) a breach of a director's duty of loyalty to the Company or its
shareholders; (ii) an act or omission not in good faith that constitutes a
breach of duty of that director to the Company or an act or omission that
involves intentional misconduct or a knowing violation of the law; (iii) a
transaction from which a director received an improper benefit, whether or not
the benefit resulted from an action taken within the scope of the director's
office; or (iv) an act or omission for which the liability of a director is
expressly provided by an applicable statute.
The Registrant maintains directors' and officers' liability
insurance that covers the directors and officers of the Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
-3-
<PAGE>
ITEM 8. EXHIBITS
4.1 - Articles of Incorporation of the Registrant (incorporated
herein by reference to Exhibit 3.1 of the Company's
Quarterly Report on Form 10- QSB for the quarterly period
ended September 30, 1999).
4.2 - Bylaws of the Registrant (incorporated herein by reference
to Exhibits 3.3 and 3.4 of the Company's Registration
Statement No. 333-37441 on Form SB-2 filed October 8, 1997).
4.3 - Form of Common Stock certificate (incorporated herein by
reference to Exhibit 4.1 of the Company's Registration
Statement No. 333-37411 on Amendment No. 1 to Form SB-2
filed October 29, 1997).
4.4 - Non-Qualified Stock Option Agreement dated June 1, 1999,
between Interleukin Genetics, Inc. and Philip R. Reilly
(incorporated herein by reference to Exhibit 10.2 of the
Company's Quarterly Report on Form 10- QSB for the quarterly
period ended June 30, 1999).
*4.5 - Non-Qualified Stock Option Agreement dated November 30,
1999, between Interleukin Genetics, Inc. and Philip R.
Reilly.
*5.1 - Opinion of Fulbright & Jaworski L.L.P. as to the legality of
the securities being registered.
*23.1 - Consent of Fulbright & Jaworski L.L.P. (included in Exhibit
5.1).
*23.2 - Consent of Arthur Andersen LLP
*24.1 - Powers of Attorney from the members of the Board of
Directors of the Registrant (contained on page 7 hereof).
________________
* filed herewith
-4-
<PAGE>
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment hereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in this Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
PROVIDED, HOWEVER, that paragraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act, that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities
-5-
<PAGE>
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
-6-
<PAGE>
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 San Antonio, State of Texas, on March 15, 2000.
INTERLEUKIN GENETICS, INC.
By: /s/ KENNETH S. KORNMAN
Kenneth S. Kornman,
President
-7-
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Kenneth S. Kornman and Philip R. Reilly,
or either 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 (including
post-effective amendments) to this Registration Statement, and to file the same
and all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
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 and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent or either of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ PHILIP R. REILLY Chairman of the Board and March 13, 2000
Philip R. Reilly Chief Executive Officer
(Principal Executive Officer)
/s/ KENNETH S. KORNMAN President, Chief Scientific March 15, 2000
Kenneth S. Kornman Officer and a Director
/s/ U. SPENCER ALLEN Chief Financial Officer, March 15, 2000
U. Spencer Allen Secretary and Treasurer
(Principal Financial and
Accounting Officer)
/s/ THOMAS A. MOORE Director March 15, 2000
Thomas A. Moore
/s/ EDWARD M. BLAIR, JR. Director March 15, 2000
Edward M. Blair, Jr.
/s/ GARY L. CROCKER Director March 15, 2000
Gary L. Crocker
-8-
<PAGE>
INDEX TO EXHIBITS
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF EXHIBITS PAGES
4.1 Articles of Incorporation of the Registrant,
(incorporated herein by reference to Exhibit 3.1
of the Company's Quarterly Report on Form 10-QSB
dated for the quarterly period ended September 30,
1999).
4.2 Bylaws of the Registrant (incorporated herein by
reference to Exhibits 3.3 and 3.4 of the Company's
Registration Statement No. 333-37441 filed October
8, 1997).
4.3 Form of Common Stock certificate (incorporated
herein by reference to Exhibit 4.1 of the
Company's Registration Statement No. 333-37411 on
Amendment No. 1 to Form SB-2 filed October 29,
1997).
4.4 Non-Qualified Stock Option Agreement dated June 1,
1999, between Interleukin Genetics, Inc. and
Philip R. Reilly (incorporated herein by reference
to Exhibit 10.2 of the Company's Quarterly Report
on Form 10-QSB for the quarterly period ended June
30, 1999).
*4.5 Non-Qualified Stock Option Agreement dated
November 30, 1999, between Interleukin Genetics,
Inc. and Philip R. Reilly.
*5.1 Opinion of Fulbright & Jaworski L.L.P. as to the
legality of the securities being registered.
*23.1 Consent of Fulbright & Jaworski L.L.P. (included
in Exhibit 5.1).
*23.2 Consent of Arthur Andersen LLP.
*24.1 Powers of Attorney from the members of the Board
of Directors of the Registrant (contained on page
7 hereof).
_________________
* filed herewith
-8-
EXHIBIT 4.5
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this "AGREEMENT"), dated as
of November 30, 1999, is entered into between Interleukin Genetics, Inc., a
Texas corporation (the "COMPANY") and Philip Reilly ("OPTIONEE").
RECITALS
A. The Company desires to have Optionee become Chairman of the Board of
Directors of the Company, encourage the stock ownership of Optionee and increase
Optionee's proprietary interest in the Company.
B. The Company desires to grant to Optionee the option to purchase up to
351,394 shares of the Common Stock (as defined below) of the Company.
AGREEMENTS
In consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. GRANT OF OPTION. Subject to the terms and conditions set forth in this
Agreement, the Company hereby grants to Optionee the option to purchase, during
the period commencing on the date of this Agreement and ending December 31,
2010, at an exercise price equal to $2.875 per share (the "OPTION PRICE"), up
to, but not exceeding the aggregate of 351,394 shares of Common Stock, no par
value (the "COMMON STOCK"), of the Company (such option being hereinafter
referred to as the "OPTION").
2. NON-QUALIFIED STATUS. The Option is intended to be a non-qualified stock
option which does not satisfy the requirements of Section 422A of the Internal
Revenue Code of 1986, as amended (the "CODE"). The Option is granted outside of
and therefore shall not be subject to the terms and provisions of the Company's
1996 Equity Incentive Plan, as amended.
3. VESTING OF OPTION. The Option evidenced hereby may be exercised from time
to time as to the following numbers of shares, on a cumulative basis (as to
options to purchase shares not previously exercised), on each of the following
dates if Optionee serves on the Board of Directors of the Company on such date:
(a) 9,760 shares on December 31, 1999
(b) 9,760 shares on January 31, 2000
(c) 9,760 shares on February 29, 2000
(d) 9,760 shares on March 31, 2000
(e) 9,760 shares on April 30, 2000
(f) 9,760 shares on May 31, 2000
(g) 9,760 shares on June 30, 2000
(h) 9,760 shares on July 31, 2000
(i) 9,760 shares on August 31, 2000
<PAGE>
(j) 9,760 shares on September 30, 2000
(k) 9,760 shares on October 31, 2000
(l) 9,760 shares on November 30, 2000
(m) 9,760 shares on December 31, 2000
(n) 9,760 shares on January 31, 2001
(o) 9,760 shares on February 28, 2001
(p) 9,760 shares on March 31, 2001
(q) 9,760 shares on April 30, 2001
(r) 9,760 shares on May 31, 2001
(s) 9,760 shares on June 30, 2001
(t) 9,760 shares on July 31, 2001
(u) 9,760 shares on August 31, 2001
(v) 9,760 shares on September 30, 2001
(w) 9,760 shares on October 31, 2001
(x) 9,760 shares on November 30, 2001
(y) 9,760 shares on December 31, 2001
(z) 9,760 shares on January 31, 2002
(aa) 9,760 shares on February 28, 2002
(bb) 9,760 shares on March 31, 2002
(cc) 9,760 shares on April 30, 2002
(dd) 9,760 shares on May 31, 2002
(ee) 9,760 shares on June 30, 2002
(ff) 9,760 shares on July 31, 2002
(gg) 9,760 shares on August 31, 2002
(hh) 9,760 shares on September 30, 2002
(ii) 9,760 shares on October 31, 2002
(jj) 9,794 shares on November 30, 2002
4. ACCELERATION OF VESTING. Notwithstanding the foregoing, in the event
Optionee is (i) not nominated by the Board of Directors or committee thereof for
election to the Board of Directors at a meeting of the shareholders of the
Company called for that purpose and, as a result thereof, is not elected and
shall no longer serve on the Board of Directors of the Company, or (ii) removed
from the Board of Directors without cause, then the Option shall become
exercisable in full.
5. EXERCISE OF OPTION. The Option shall be deemed exercised when Optionee (a)
shall indicate the decision to do so in writing delivered to the Company and (b)
shall at the same time tender to the Company payment in full of the Option Price
for the shares for which the Option is exercised. The Option may be exercised
for any lesser number of shares than the full amount for which it could be
exercised. Such a partial exercise of the Option shall not affect the right to
exercise the Option from time to time in accordance with the provisions
contained herein for the remaining shares subject to the Option. Upon compliance
with the foregoing, the Company shall cause certificates for the shares so
purchased to be delivered to Optionee, his legal
2
<PAGE>
representative or such other person who is entitled to exercise the Option (in
accordance with the provisions of paragraph 6) at its principal business office.
In no event may the Option be exercised after December 31, 2010.
6. NON-TRANSFERABILITY OF OPTIONS. The Option granted to Optionee shall not
be transferable by Optionee except by will or under the laws of descent and
distribution, and shall be exercisable, during his lifetime, only by him. Any
assignment or transfer of the Option except by will or under the laws of descent
and distribution, whether voluntarily or involuntarily, by operation of law or
otherwise, shall not vest in the assignee or transferee any interest or rights
whatsoever, but immediately upon such assignment or transfer the Option shall
terminate and become of no further effect.
7. EARLY FORFEITURE OF OPTION. The Option shall terminate on the date 30 days
after the date Optionee ceases to be a member of the Board of Directors of the
Company (and shall not be exercisable thereafter), unless Optionee shall (a) die
while a member of the Board of Directors of the Company, (b) be permanently or
totally disabled within the meaning of Section 22(e)(3) of the Code while a
member of the Board of Directors of the Company, (c) resign or retire as
Chairman of the Board of Directors with the written consent of the Company, or
(d) cease to be a member of the Board of Directors of the Company as a result of
the circumstances set forth in Section 4 hereof. In the event either (a), (b),
(c) or (d) shall occur, Optionee, or his legatees under his will or his personal
representatives, as the case may be, may exercise the previously unexercised
portion of the Option for a period of 365 days after such death, disability,
resignation or retirement, to the extent Optionee could have exercised it
immediately prior to such death, disability, resignation or retirement, as the
case may be.
8. In the event the Option granted under this Agreement shall be exercised by
the legal representative of the deceased Optionee, or by a person who acquired
the Option granted hereunder by bequest or inheritance or by reason of the death
of the deceased Optionee, written notice of such exercise shall be accompanied
by certified copy of letters testamentary or equivalent proof of the right of
such legal representative or other person to exercise such option.
9. ADJUSTMENT OF SHARES. Notwithstanding any other provision contained
herein, in the event of any change in the outstanding Common Stock by reason of
a stock dividend, stock split, reorganization, recapitalization, merger,
split-up or other change in capital structure, an adjustment may be made by the
Company, in its sole and absolute discretion, to prevent dilution or enlargement
of Optionee's rights hereunder, and the determination of the Company as to these
matters shall be conclusive.
10. ISSUANCE OF STOCK CERTIFICATES; LEGENDS AND PAYMENT OF EXPENSES. Upon any
exercise of Option which may be granted hereunder and the payment of the
exercise price, a certificate or certificates representing the shares as to
which the Option has been exercised shall be issued by the Company in the name
of Optionee and shall be delivered to or upon the order of Optionee.
3
<PAGE>
11. The Company may, in its discretion, endorse an appropriate legend upon the
certificate or certificates representing any shares issued or transferred
pursuant to the exercise of any Option granted hereunder and may issue "stop
transfer" instructions to its transfer agent in respect of such shares to (a)
prevent a violation of, or to perfect an exemption from, the registration
requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT") or
(b) implement the provisions of any agreement between the Company and Optionee
with respect to such shares.
12. The Company shall pay all issue or transfer taxes with respect to the
issuance or transfer of shares, as well as all fees and expenses necessarily
incurred by the Company in connection with such issuance or transfer, except
fees and expenses which may be necessitated by the filing or amending of a
Registration Statement under the Securities Act, which fees and expenses shall
be borne by Optionee unless such Registration Statement has been filed by the
Company for its own corporate purposes (and the Company so states) in which
event the recipient of the shares shall bear only such fees and expenses as are
attributable solely to the inclusion of such shares in the Registration
Statement. All the shares issued as provided herein shall be fully paid and
nonassessable to the extent permitted by law.
13. NO RIGHTS AS SHAREHOLDER. Optionee shall not have rights as a shareholder
with respect to shares covered by the Option until the date of issuance of a
stock certificate for such shares; and, except as otherwise provided in
paragraph 8 hereof, no adjustment for dividends or otherwise shall be made if
the record date therefor is prior to the date of issuance of such certificate.
14. REQUIREMENTS OF LAW. The Company shall not be required to sell or issue
any shares under the Option if the issuance of such shares shall constitute or
result in a violation by Optionee or the Company of any provision of any law,
statute or regulation of any governmental authority. Specifically, in connection
with any applicable statute or regulation relating to the registration of
securities, upon exercise of the Option, the Company shall not be required to
issue such shares unless the Company has received evidence satisfactory to it to
the effect that Optionee will not transfer such shares except in accordance with
applicable law, including the receipt of an opinion of counsel satisfactory to
the Company to the effect that any proposed transfer complies with applicable
law. The Company may, but shall in no event be obligated to, register any shares
covered hereby pursuant to applicable securities laws of any country or
political subdivision thereof. In the event the shares issuable on exercise of
the Option are not so registered, the Company may imprint on the certificate
evidencing such shares any legend counsel for the Company considers necessary or
advisable to comply with applicable law. The Company shall not be obligated to
take any other affirmative action in order to cause the exercise of the Option
or the issuance of shares pursuant to the Option to comply with any law or
regulation of any governmental authority.
15. NOTICES. Every notice or other communication relating to this Agreement
shall be in writing, and shall be mailed or delivered to the party for whom it
is intended at such address as may from time to time be designated by such party
in a notice mailed or delivered to the other
4
<PAGE>
party as provided herein, provided that, unless and until some other address be
so designated, all notices or communications by Optionee to the Company shall be
mailed or delivered to the Company at:
Interleukin Genetics, Inc.
100 N.E. Loop 410, Suite 820
San Antonio, Texas 78216
and all notices or communications by the Company to Optionee be given to
Optionee personally or may be mailed to him at:
Dr. Philip Reilly
145 Monument St.
Concord, Massachusetts 01742
EXECUTED to be effective as of the date first written above.
COMPANY: INTERLEUKIN GENETICS, INC.
By:____________________________________________
U. Spencer Allen, Chief Financial Officer
OPTIONEE: ____________________________________________
PHILIP REILLY
5
EXHIBIT 5.1
[FULBRIGHT & JAWORSKI L.L.P. LETTERHEAD]
March 15, 2000
Interleukin Genetics, Inc.
100 N.E. Loop 410, Suite 820
San Antonio, Texas 78216
Gentlemen:
We have acted as counsel for Interleukin Genetics, Inc., a Texas
corporation (the "Company"), in connection with the authorization of 591,394
shares (the "Shares") of Common Stock, no par value ("Common Stock"), of the
Company, issued or to be issued pursuant to the Non-Qualified Stock Option
Agreements dated June 1, 1999 and November 30, 1999 between the Company and
Philip R. Reilly (collectively, the "Plans").
In connection therewith, we have examined, among other things, the
Plans, the Articles of Incorporation and Bylaws of the Company and the corporate
proceedings with respect to the issuance of the Shares and such other corporate
documents as we have deemed appropriate.
Based on the foregoing, and having due regard for such legal
considerations as we have deemed relevant, we are of the opinion that the Shares
to be issued by the Company pursuant to the terms of the Plans have been duly
authorized by all requisite corporate action and, when issued in accordance with
the respective terms thereof, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the use of our names in the Registration
Statement.
The opinions expressed herein are limited exclusively to the
Business Corporation Act of the State of Texas and the federal securities law of
the United States of America.
The opinions expressed herein are for your sole benefit and may be
relied upon only by you.
Very truly yours,
/s/ FULBRIGHT & JAWORSKI L.L.P.
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated February 19, 1999
included in Interleukin Genetics, Inc.'s [formerly known as Medical Science
Systems Inc.] Annual Report on Form 10-KSB/A for the fiscal year ended December
31, 1998 and to all references to our Firm included in this Registration
Statement.
/s/ Arthur Andersen LLP
San Antonio, Texas
March 13, 2000
