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As filed with the Securities and Exchange Commission on August 25, 2000
Registration No. 333-
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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)
Delaware 06-1411336
(State of Incorporation) (I.R.S. Employer Identification No.)
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708 Quince Orchard Road
Gaithersburg, Maryland 20878
(Address of principal executive offices)
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1997 Equity Incentive Plan
Employee Stock Purchase Plan
(Full title of the plans)
Mark D. Gessler
President, Chief Executive Officer and Director
Gene Logic Inc.
708 Quince Orchard Road
Gaithersburg, Maryland 20878
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
D. Bradley Peck, Esq.
L. Kay Chandler, Esq.
COOLEY GODWARD LLP
4365 Executive Drive, Suite 1100
San Diego, California 92121
(858) 550-6000
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PRICE PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Stock Options and Common
Stock (par value $.001) 1,750,000 $17.91 $31,342,500 $8,274.42
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(1) Includes 1,500,000 shares issuable under the 1997 Equity Incentive Plan
of Gene Logic Inc. (the "Company" or the "Registrant") and 250,000
shares issuable under the Company's Employee Stock Purchase Plan
(collectively, the "Plans"). Pursuant to Rule 416(a) of the Securities
Act of 1933, as amended (the "Securities Act"), this Registration
Statement shall also cover any additional shares of the Registrant's
Common Stock that become issuable under the Plans by reason of any
stock dividend, stock split, recapitalization or other similar
transaction effected without receipt of consideration that increases
the number of the Registrant's outstanding shares of Common Stock. In
addition, pursuant to Rule 416(c) of the Securities Act, this
Registration Statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plan described
herein.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rules 457(c) and (h) of the Securities
Act. The price per share and aggregate offering price are based upon
the average of the high and low prices of Registrant's Common Stock on
August 21, 2000 as reported on the Nasdaq National Market.
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INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8 NOS. 333-53083 AND 333-80931
The contents of Registration Statement on Form S-8 Nos. 333-53083 and
333-80931 filed with the Securities and Exchange Commission on May 20, 1998 and
June 17, 1999, respectively, are incorporated by reference herein.
EXHIBITS
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EXHIBIT
NUMBER
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5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
Registration Statement.
24 Power of Attorney is contained on the signature pages.
99.1 1997 Equity Incentive Plan, as amended.
99.2 Employee Stock Purchase Plan, as amended.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 August 25,
2000.
GENE LOGIC INC.
By: /s/ PHILIP L. ROHRER, JR.
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Title: Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Philip L. Rohrer, Jr. 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) 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 attorneys-in-fact and
agents, 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 connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, 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/ PHILIP L. ROHRER, JR. Chief Financial Officer (Principal August 25, 2000
-------------------------------------------- Financial and Accounting Officer)
Philip L. Rohrer, Jr.
/s/ MARK D. GESSLER President, Chief Executive Officer August 25, 2000
-------------------------------------------- and Director (Principal Executive
Mark D. Gessler Officer)
/s/ MICHAEL J. BRENNAN Chairman of the Board of Directors August 25, 2000
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Michael J. Brennan, M.D., Ph.D
/s/ JULES BLAKE Director August 25, 2000
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Jules Blake, Ph.D.
/s/ CHARLES L. DIMMLER Director August 25, 2000
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Charles L. Dimmler III
/s/ G. ANTHONY GORRY Director August 25, 2000
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G. Anthony Gorry, Ph.D.
Director August 25, 2000
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Jeffrey D. Sollender
Director August 25, 2000
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Alan G. Walton, Ph.D., D.Sc.
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EXHIBIT INDEX
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EXHIBIT SEQUENTIAL PAGE
NUMBER DESCRIPTION NUMBERS
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5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
Registration Statement.
24 Power of Attorney is contained on the signature pages.
99.1 1997 Equity Incentive Plan, as amended.
99.2 Employee Stock Purchase Plan, as amended.
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