<PAGE>
As filed with the Securities and Exchange Commission on January 11, 2000
REGISTRATION NO. 333-____________
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 registrant's principal executive offices)
V.I. TECHNOLOGIES, INC. 1999 SUPPLEMENTAL STOCK OPTION PLAN
(Full Title of the Plan)
V.I. TECHNOLOGIES, INC.
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:
WILLIAM T. WHELAN, ESQUIRE
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
(617) 542-6000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
Proposed Proposed
Title of Amount to be Maximum Maximum Amount of
securities to be registered registered/(1)/ Offering price Aggregate registration fee
per share/(2)/ offering price/(2)/
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 478,785 $.03 - .62 $ 221,055.20 $ 58.36
521,215 $6.00 $3,127,290.00 $825.61
--------- -------
1,000,000 $883.97
=====================================================================================================================
</TABLE>
(1) The number of shares of common stock, par value $.01 per share ("Common
Stock"), stated above consists of the aggregate number of shares which may be
sold upon the exercise of options which have been granted and/or may hereafter
be granted under the V.I. Technologies, Inc. 1999 Supplemental Stock Option Plan
(the "Plan"). The maximum number of shares which may be sold upon the exercise
of such options granted under the Plan are subject to adjustment in accordance
with certain anti-dilution and other provisions of said Plan. Accordingly,
pursuant to Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement covers, in addition to the number
of shares stated above, an indeterminate number of shares which may be subject
to grant or otherwise issuable after the operation of any such anti-dilution and
other provisions.
(2) This calculation is made solely for the purpose of determining the
registration fee pursuant to the provisions of Rule 457(h) under the Securities
Act as follows: (i) in the case of shares of Common Stock which may be
purchased upon exercise of outstanding options, the fee is calculated on the
basis of the price at which the options may be exercised; and (ii) in the case
of shares of Common Stock for which options have not yet been granted and the
option price of which is therefore unknown, the fee is calculated on the basis
of the average of the high and low sale prices per share of the Common Stock on
the Nasdaq National Market System as of a date (January 4, 2000) within 5
business days prior to filing this Registration Statement.
======================= ========================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or given to
participants in the Registrant's 1999 Supplemental Stock Option Plan pursuant to
Rule 428(b)(1) of the Securities Act of 1999, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents filed with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal 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 last 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 (File No. 000-24241), 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 Section 13(a), 13(c), 14 and 15(d) of the Exchange
Act and prior to the filing of a post-effective amendment that 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 4. Description of Securities.
- ----------------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
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The validity of the Common Stock offered hereby will be passed upon for the
Registrant by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Boston,
Massachusetts.
Item 6. Indemnification of Directors and Officers.
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Article NINTH of the Registrant's Restated Certificate of Incorporation provides
that directors of the Registrant will not be personally liable to the Registrant
or its stockholders for monetary damages for breach of fiduciary duty as a
director, whether or not an individual continues to be a director at the time
such liability is asserted, except for liability (i) for any breach of the
director's duty of loyalty to the Registrant or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) pursuant to Section 174 of the Delaware General
Corporation Law or (iv) for any transaction from which the director derives an
improper personal benefit.
Article TENTH of the Registrant's Restated Certificate of Incorporation provides
that the Registrant shall, to the fullest extent permitted by the General
Corporation Law of the State of Delaware, as amended from time to time,
indemnify each person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, by reason of
the fact that he is or was, or has agreed to become a director or officer of the
Registrant, or is or was serving, or has agreed to serve, at the request of the
Registrant as a director, officer or trustee of, or in a similar capacity with,
another corporation, partnership, joint venture, trust or other enterprise. The
indemnification provided for in Article TENTH is expressly not exclusive of any
other rights to which those seeking indemnification may be entitled under any
law, agreement or vote of stockholders or disinterested directors or otherwise,
and shall inure to the benefit of the heirs, executors and administrators of
such persons. Article TENTH
<PAGE>
further permits the Board of Directors to authorize the grant of indemnification
rights to other employees and agents of the Registrant and such rights may be
equivalent to, or greater or less than, those set forth in Article TENTH.
Section 145 of the Delaware General Corporation Law grants the Registrant the
power to indemnify each person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative by reason of the fact
that he is or was a director, officer, employee or agent of the Registrant, or
is or was serving at the request of the Registrant as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees) judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with any action, suit or proceeding if (i) he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the Registrant and (ii) with respect to any criminal action or proceeding, he
had no reasonable cause to believe his conduct was unlawful, provided, however,
no indemnification shall be made in connection with any proceeding brought by or
in the right of the Registrant where the person involved is adjudged to be
liable to the Registrant except to the extent approved by a court.
Pursuant to Section 145 of the General Corporation Law of the State of Delaware
and the By-laws of the Registrant, the Registrant maintains insurance for
directors and executive officers and has entered into agreements with all of its
executive officers and directors affirming the Registrant's obligation to
indemnify them to the fullest extent permitted by law and providing various
other protections.
Item 7. Exemption from Registration Claimed.
- -------------------------------------------
Not applicable.
Item 8. Exhibits.
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Exhibit Number Description
-----------
4.1 Restated Certificate of Incorporation of the Registrant.
Incorporated by reference to the Registrant's Registration
Statement on Form S-1, filed with the Commission on February 26,
1998 (File No. 333-46933).
4.2 Amended and Restated By-laws of the Registrant. Incorporated by
reference to the Registrant's Registration Statement on Form S-
1, filed with the Commission on February 26, 1998 (File No. 333-
46933).
4.3 Form of Certificate for Common Stock. Incorporated by reference
to the Registrant's Registration Statement on Form S-1, filed
with the Commission on February 26, 1998 (File No. 333-46933).
5.1 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
as to the legality of the securities registered hereunder. Filed
herewith.
23.1 Consent of KPMG LLP, independent auditors. Filed herewith.
23.2 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Contained in Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C., filed as Exhibit 5.1 hereto.
24.1 Power of Attorney. Set forth on the signature page to this
Registration Statement.
<PAGE>
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 this Registration Statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represents 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 (a)(1)(i) and (a)(1)(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 with or furnished to the
Commission 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 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 Section 15(d)
of the Exchange that is incorporated by reference in this 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 provisions referred
to in Item 6 hereof, or otherwise, the Registrant has been advised that in
the opinion of the 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 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 Act and
will be governed by the final adjudication of such issue.
<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 Melville, State of New York, on this 11th day of
January, 2000.
V.I. TECHNOLOGIES, INC.
By: /s/ John R. Barr
------------------
John R. Barr
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints John R.
Barr, Thomas T. Higgins and William T. Whelan his true and lawful attorneys-in-
fact and agents, with full power of substitution and resubstitution, for him and
in his name, place and stead, and in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement
on Form S-8 of V.I. Technologies, Inc. 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 and agents full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in or about the premises, as full to all intents and
purposes as they might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or their substitute or substitutes
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 below by the following persons in the capacities and
on the dates indicated:
Signature TITLE DATE
----- ----
/s/ John R. Barr President, Chief Executive January 11, 2000
- --------------------------
John R. Barr Officer and Director
(Principal Executive Officer)
/s/ Thomas T. Higgins Executive Vice President and January 11, 2000
- --------------------------
Thomas T. Higgins Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
/s/ David Tendler Director January 11, 2000
- -------------------------- --------
David Tendler
/s/ Richard A. Charpie Director January 11, 2000
- -------------------------- --------
Richard A. Charpie
/s/ Jeremy Hayward-Surry Director January 11, 2000
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Jeremy Hayward-Surry
/s/ Bernard Horowitz Director January 11, 2000
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Bernard Horowitz
/s/ Irwin Lerner Director January 11, 2000
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Irwin Lerner
Director January , 2000
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Peter D. Parker
/s/ Damion E. Wicker, M.D. Director January 11, 2000
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Damion E. Wicker, M.D.
/s/ Samuel K. Ackerman Director January 11, 2000
- -------------------------- --------
Samuel K. Ackerman
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Number Description
- -------------- -----------
4.1 Restated Certificate of Incorporation of the Registrant.
Incorporated by reference to the Registrant's Registration
Statement on Form S-1, filed with the Commission on February 26,
1998 (File No. 333-46933).
4.2 Amended and Restated By-laws of the Registrant. Incorporated by
reference to the Registrant's Registration Statement on Form S-
1, filed with the Commission on February 26, 1998 (File No. 333-
46933).
4.3 Form of Certificate for Common Stock. Incorporated by reference
to the Registrant's Registration Statement on Form S-1, filed
with the Commission on February 26, 1998 (File No. 333-46933).
5.1 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
as to the legality of the securities registered hereunder. Filed
herewith.
23.1 Consent of KPMG LLP, independent auditors. Filed herewith.
23.2 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Contained in Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C., filed as Exhibit 5.1 hereto.
24.1 Power of Attorney. Set forth on the signature page to this
Registration Statement.
<PAGE>
EXHIBIT 5.1
MINTZ, LEVIN, COHN, FERRIS, GLOVSKY & POPEO, P.C.
One Financial Center
Boston, Massachusetts 02110
Telephone: (617) 542-6000 Facsimile: (617) 542-2241
January 11, 2000
V.I. Technologies, Inc.
155 Duryea Road
Melville, NY 11747
Gentlemen:
We have acted as special counsel to V.I. Technologies, Inc., a Delaware
corporation (the "Company"), with respect to the preparation and filing with
the Securities and Exchange Commission of a Registration Statement on Form S-8
(the "Registration Statement"), pursuant to which the Company is registering
the issuance of an aggregate of 1,000,000 shares (the "Shares") of its common
stock, $.01 par value per share (the "Common Stock"), under the Company's 1999
Supplemental Stock Option Plan. This opinion is being rendered in connection
with the filing of the Registration Statement. All capitalized terms used
herein and not otherwise defined shall have the respective meanings given to
them in the Registration Statement.
In connection with this opinion, we have examined the Company's Restated
Certificate of Incorporation and Restated By-Laws, both as currently in
effect; such other records of the corporate proceedings of the Company and
certificates of the Company's officers as we have deemed relevant; and the
Registration Statement and the exhibits thereto.
In our examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies and the authenticity of the
originals of such copies.
Based upon the foregoing, we are of the opinion that (i) the Shares have
been duly authorized by the Company and (ii) the Shares, when issued and sold
as described in the Registration Statement, will be duly and validly issued,
fully paid and non-assessable shares of Common Stock free of preemptive
rights.
Our opinion is limited to applicable provisions of the Delaware
Constitution and the General Corporation Laws of the State of Delaware
("Delaware Law") and reported judicial decisions interpreting Delaware Law and
we express no opinion with respect to the laws of any other jurisdiction. No
opinion is expressed herein with respect to the qualification of the Shares
under the securities or blue sky laws of any state or any foreign
jurisdiction.
We understand that you wish to file this opinion as an exhibit to the
Registration Statement, and we hereby consent thereto.
Very truly yours,
/s/ MINTZ, LEVIN, COHN, FERRIS,
GLOVSKY AND POPEO, P.C.
MINTZ, LEVIN, COHN, FERRIS,
GLOVSKY AND POPEO, P.C.
<PAGE>
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
Melville, New York
January 7, 2000
