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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 17, 1999
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REGISTRATION NO. 333- ___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GENE LOGIC INC.
(Exact name of Registrant as specified in its charter)
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Delaware 06-1411336
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
708 Quince Orchard Road
Gaithersburg, Maryland 20878
(Address of principal executive offices)
1997 EQUITY INCENTIVE PLAN
1997 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(Full title of the plans)
MICHAEL J. BRENNAN, M.D., PH.D.
Chief Executive Officer
GENE LOGIC INC.
708 Quince Orchard Road
Gaithersburg, Maryland 20878
(301) 987-1700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Frederick T. Muto, Esq.
L. Kay Chandler, Esq.
COOLEY GODWARD LLP
4365 Executive Drive, Suite 1100
San Diego, CA 92121
(619) 550-6000
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES AMOUNT TO OFFERING PRICE OFFERING PRICE REGISTRATION
TO BE REGISTERED BE REGISTERED PER SHARE (1) (1) FEE
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value 1,200,000 $3.9375 $4,725,000 $1313.55
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h)(1). The price per share and
aggregate offering price are based upon the average of the high and low
sales prices of Registrant's Common Stock on June 15, 1999, as reported
on the Nasdaq National Market, for shares issuable under the
Registrant's 1997 Equity Incentive Plan and 1997 Non-Employee Directors'
Stock Option Plan.
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INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION
STATEMENT ON FORM S-8 (REGISTRATION NO. 333-53083)
The contents of Registration Statement on Form S-8 (Registration No.
333-53083) filed with the Securities and Exchange Commission on May 20, 1998 are
incorporated by reference herein.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Common Stock offered hereby will be passed
upon for Registrant by Cooley Godward LLP, San Diego, California.
EXHIBITS
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Exhibit No. Description
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5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Arthur Andersen LLP, Independent Auditors.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to page 5.
99.1 Registrant's 1997 Equity Incentive Plan. (1)
99.2 Registrant's 1997 Non-Employee Directors' Stock Option Plan. (1)
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(1) Filed as an exhibit to Schedule 14A filed on April 30, 1999 and
incorporated herein by reference, as amended.
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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 Gaithersburg, State of Maryland, on June 17, 1999.
GENE LOGIC INC.
By: /S/ MICHAEL J. BRENNAN, M.D., PH.D.
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Michael J. Brennan, M.D., Ph.D.
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael J. Brennan, M.D., Ph.D., and Mark
D. Gessler, and each or any one 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, exhibits thereto and other
documents in connection with) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection therewith, 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 his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
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SIGNATURE TITLE DATE
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/S/ MICHAEL J. BRENNAN, M.D., PH.D.
___________________________________ Chief Executive Officer and Director June 17, 1999
Michael J. Brennan, M.D., Ph.D. (Principal Executive Officer)
/S/ MARK D. GESSLER
___________________________________ President, Chief Operating Officer, June 17, 1999
Mark D. Gessler Chief Financial Officer, and Secretary
(Principal Financial and Accounting
Officer)
___________________________________ Chairman of the Board of Directors June , 1999
Alan G. Walton, Ph.D., D.Sc.
/S/ JULES BLAKE, PH.D.
___________________________________ Director June 17, 1999
Jules Blake, Ph.D.
/S/ CHARLES L. DIMMLER III
___________________________________ Director June 17, 1999
Charles L. Dimmler III
/S/ G. ANTHONY GORRY, PH.D.
___________________________________ Director June 17, 1999
G. Anthony Gorry, Ph.D.
/S/ JEFFREY D. SOLLENDER
___________________________________ Director June 17, 1999
Jeffrey D. Sollender
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Arthur Andersen LLP, Independent Auditors.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to page 5.
99.1 Registrant's 1997 Equity Incentive Plan. (1)
99.2 Registrant's 1997 Non-Employee Directors' Stock Option Plan. (1)
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(1) Filed as an exhibit to Schedule 14A filed on April 30, 1999 and
incorporated herein by reference, as amended.
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EXHIBIT 5.1
OPINION OF COOLEY GODWARD LLP
June 17, 1999
GENE LOGIC INC.
708 Quince Orchard Road
Gaithersburg, Maryland 20878
You have requested our opinion with respect to certain matters in connection
with the filing by GENE LOGIC INC. (the "Company") of a Registration Statement
on Form S-8 (the "Registration Statement") with the Securities and Exchange
Commission, covering the registration of up to one million two hundred thousand
(1,200,000) shares of the Company's Common Stock $.01 par value (the "Shares"),
for issuance pursuant to the Company's 1997 Equity Incentive Plan and 1997
Non-Employee Directors' Stock Option Plan (collectively, the "Plans").
In connection with this opinion, we have examined and relied upon the
Registration Statement, the Plans, the Company's Amended and Restated
Certificate of Incorporation and By-laws, as amended and restated, and the
originals or copies certified to our satisfaction of such records, documents,
certificates, memoranda and other instruments as in our judgment are necessary
or appropriate to enable us to render the opinion expressed below. We have
assumed the genuineness and authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies thereof and the due execution and delivery of all documents where due
execution and delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Registration
Statement and Plans, will be validly issued, fully paid, and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Sincerely,
Cooley Godward LLP
By: /S/ FREDERICK T. MUTO
___________________________
Frederick T. Muto
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 Registration Statement of Gene Logic Inc. (the
Company), pertaining to the Company's 1997 Equity Incentive Plan and 1997
Non-Employee Directors' Stock Option Plan, of our report dated March 26, 1999,
with respect to the consolidated financial statements of the Company in its
Annual Report (Form 10-K) for the year ended December 31, 1998, previously
filed with the Securities and Exchange Commission (File No. 333-53083 and File
No. 333-60135). It should be noted that we have performed no audit procedures
subsequent to March 26, 1999, the date of our report. Furthermore, we have not
made an audit of any financial statements of the Company as of any date or for
any period subsequent to December 31, 1998, the date of the latest financial
statements covered by our report.
ARTHUR ANDERSEN LLP
Baltimore, Maryland,
June 16, 1999
