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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
V.I. Technologies, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 11-3238476
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation) Identification No.)
155 Duryea Road, Melville, New York 11747
(Address of Principal Executive Offices)
1998 DIRECTOR STOCK OPTION PLAN
(Full Title of the Plan)
John R. Barr
President and Chief Executive Officer
V.I. Technologies, Inc.
155 Duryea Road
Melville, New York 11747
(516) 752-7314
(Name, Address and Telephone Number of Agent for Service)
with copies to:
Marc A. Rubenstein, Esq.
Palmer & Dodge LLP
One Beacon Street
Boston, Massachusetts 02108
(617) 573-0100
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of each class of securities Amount to be offering price per aggregate offering Amount of
to be registered registered share(1) price(1) registration fee
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<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 60,555 shares $4.58 $277,342 $78
- ------------------------------------------------------------------------------------------------------------------------------------
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(1) Estimated solely for the purpose of determining the registration fee and
computed pursuant to Rules 457(c) and 457(h) based upon the average of the
high and low prices on September 20, 1999 as reported by the Nasdaq
National Market.
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Statement Regarding Incorporation By Reference From Effective Registration
Statement.
Pursuant to Instruction E to Form S-8, the contents of the Registrant's
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission (the "Commission") on September 4, 1998 (File No. 333-62925) relating
to the registration of 89,445 shares of the Registrant's common stock, $0.01 par
value per share (the "Common Stock"), authorized for issuance pursuant to the
Registrant's 1998 Director Stock Option Plan (the "Plan"), are incorporated by
reference in their entirety in this Registration Statement, except as to the
items set forth below. This Registration Statement provides for the
registration of an additional 60,555 shares of the Registrant's Common Stock to
be issued pursuant to the Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission are incorporated herein
by reference:
(a) The Registrant's Annual Report on Form 10-K for the year ended
January 2, 1999.
(b) All other reports of the Registrant filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the annual report
referred to in (a) above.
(c) The description of the Registrant's Common Stock contained in its
Registration Statement on Form 8-A filed with the Commission on May 13,
1998, including any amendment or report filed hereafter for the purpose of
updating such description.
All documents filed after the date of this Registration Statement by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
and prior to the filing of a post-effective amendment which indicates that all
shares of Common Stock offered hereunder have been sold or which deregisters all
shares of Common Stock remaining unsold shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
reports and documents.
Item 8. Exhibits.
See Exhibit Index on page 6.
Item 9. Undertakings.
(a) 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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the
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changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by 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 Act and will be governed by the final
adjudication of such issue.
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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 Melville of the State of New York, on this 21st day
of September, 1999.
V.I. TECHNOLOGIES, INC.(Registrant)
By: /s/ John R. Barr
-----------------
John R. Barr
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of V.I. Technologies, Inc.,
hereby severally constitute and appoint John R. Barr, Thomas T. Higgins and Marc
A. Rubenstein, and each of them singly, our true and lawful attorneys-in-fact,
with full power to them in any and all capacities, to sign any and all
amendments to this Registration Statement on Form S-8 (including any post-
effective amendments thereto), and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said attorneys-in-
fact may 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 below by the following persons in the
capacities and on the date indicated.
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<CAPTION>
Signature Date Capacity
--------- ---- ---------
<S> <C> <C>
/s/ David Tendler September 21, 1999 Chairman of the Board of Directors
- ----------------------------------
David Tendler
/s/ John R. Barr September 21, 1999 President, Chief Executive Officer and Director
- ---------------------------------- (Principal Executive Officer)
John R. Barr
/s/ Thomas T. Higgins September 21, 1999 Executive Vice President, Operations and Chief
- ---------------------------------- Financial Officer (Principal Financial and
Thomas T. Higgins Accounting Officer)
/s/ Bernard Horowitz September 21, 1999 Executive Vice President, Chief Scientific Officer
- ---------------------------------- and Director
Bernard Horowitz
/s/ Richard A. Charpie September 21, 1999 Director
- ----------------------------------
Richard A. Charpie
/s/ Jeremy Hayward-Surry September 21, 1999 Director
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Jeremy Hayward-Surry
/s/ Irwin Lerner September 21, 1999 Director
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Irwin Lerner
/s/ Peter D. Parker September 21, 1999 Director
- ----------------------------------
Peter D. Parker
/s/ Damion E. Wicker September 21, 1999 Director
- ----------------------------------
Damion E. Wicker, M.D.
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EXHIBIT INDEX
Exhibit
Number Description
-----------
4.1 Restated Certificate of Incorporation of V.I. Technologies, Inc. Filed
as Exhibit 3.8 to the Registrant's Registration Statement on Form S-1,
as amended (Registration Statement No. 333-46933) and incorporated
herein by reference.
4.2 Amended and Restated By-laws of Company. Filed as Exhibit 3.10 to the
Registrant's Registration Statement on Form S-1, as amended
(Registration Statement No. 333-46933) and incorporated herein by
reference.
4.3 Specimen of Common Stock Certificate. Filed as Exhibit 4.1 to the
Registrant's Registration Statement on Form S-1, as amended
(Registration Statement No. 333-46933) and incorporated herein by
reference.
5.1 Opinion of Palmer & Dodge LLP as to the legality of the securities
registered hereunder. Filed herewith.
23.1 Consent of KPMG LLP, independent accountants. Filed herewith.
23.2 Consent of Palmer & Dodge LLP (contained in Exhibit 5.1).
24.1 Power of Attorney (included in the signature page hereto).
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Exhibit 5.1
PALMER & DODGE LLP
One Beacon Street
Boston, Massachusetts 02108
Telephone: (617) 573-0100 Facsimile: (617) 227-4420
September 21 1999
V. I. Technologies, Inc.
155 Duryea Road
Melville, New York 11747
Ladies and Gentlemen:
We are rendering this opinion in connection with the Registration Statement
on Form S-8 (the "Registration Statement") filed by V.I. Technologies, Inc. (the
"Company") with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Act"), on or about the date hereof. The Registration
Statement relates to an additional 60,555 shares of the Company's common stock,
$0.01 par value per share (the "Shares"), issuable pursuant to the provisions of
the Company's 1998 Director Stock Option Plan, as amended (the "Plan").
We have acted as your counsel in connection with the preparation of the
Registration Statement and are familiar with the proceedings taken by the
Company in connection with the authorization of the issuance and sale of the
Shares. We have examined all such documents as we consider necessary to enable
us to render this opinion.
Based upon the foregoing, we are of the opinion that when issued and paid
for in accordance with the terms of the Plan and the options or other rights
granted thereunder, the Shares will be legally issued, fully paid and
nonassessable.
It is understood that this opinion is to be used only in connection with
the offer and sale of the Shares while the Registration Statement is in effect.
We hereby consent to the filing of this opinion as a part of the
Registration Statement.
Very truly yours,
/s/ Palmer & Dodge LLP
Palmer & Dodge LLP
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
V.I. Technologies, Inc.
We consent to the use of our report dated January 15, 1999, incorporated herein
by reference.
/s/ KPMG LLP
KPMG LLP
Melville, New York
September 20, 1999
