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As filed with the Securities and Exchange Commission on September 6, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
FORM S-8
REGISTRATION STATEMENT
under the
SECURITIES ACT OF 1933
__________________________
PARADIGM GENETICS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 56-2047837
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
104 Alexander Drive
Research Triangle Park, North Carolina 27709
(919) 425-3000
(Address of Principal Executive Offices)
PARADIGM GENETICS, INC. 1998 STOCK OPTION PLAN
PARADIGM GENETICS, INC. 2000 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK OPTION PLAN
(Full titles of the plans)
John A. Ryals, Ph.D.
Chief Executive Officer and President
PARADIGM GENETICS, INC.
104 Alexander Drive
Research Triangle Park, North Carolina 27709
(919) 425-3000
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
______________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================
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)
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value 1,601,470 shares $ 2.59 $ 4,147,808 $1,096
1,671,379 shares $16.22 $27,109,767 $7,157
_______________ _________
3,272,849 shares $8,253
===============================================================================================================
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(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 Paradigm Genetics, Inc. 1998 Stock Option
Plan and the Paradigm Genetics, Inc. 2000 Employee, Director and Consultant
Stock Option Plan (the "Plans"). The maximum number of shares which may be
sold upon the exercise of such options granted under the Plans are subject
to adjustment in accordance with certain anti-dilution and other provisions
of said Plans. 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 National Market System of the National
Association of Securities Dealers Automated Quotation System (NASDAQ) as of
a date (August 30, 2000) within 5 business days prior to filing this
Registration Statement.
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EXPLANATORY NOTE
----------------
In accordance with the instructional Note to Part I of Form S-8 as
promulgated by the Securities and Exchange Commission, the information specified
by Part I of Form S-8 has been omitted from this Registration Statement on Form
S-8 for offers of Common Stock pursuant to the Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
--------------------------------------------------------
The following documents filed by the Registrant (the "Company") with
the Commission are incorporated herein by reference:
(a) The Company's Prospectus dated May 5, 2000 filed with the
Commission pursuant to Rule 424(b) of the Securities Act in connection with the
Registrant's Registration Statement on Form S-1 (No. 333-30758).
(b) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A (File No. 0-30365) filed with the Commission
on April 17, 2000 pursuant to Section 12 of the Securities Exchange Act of 1934,
including any amendment or report filed for the purpose of updating such
description.
(c) The Company's Report on Form 10-Q and Form 10-Q/A for the quarter
ended March 31, 2000 (File No. 0-30365) filed with the Commission pursuant to
the Securities Exchange Act of 1934.
(d) The Company's Report on Form 10-Q for the quarter ended June 30,
2000 (File No. 0-30365) filed with the Commission pursuant to the Securities
Exchange Act of 1934.
All reports and other documents filed by the Registrant after the date
hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of filing of such reports
and 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.
--------------------------------------------------
The Company's restated certificate of incorporation provides that it
shall indemnify, to the fullest extent authorized by the Delaware General
Corporation Law, each person who is involved in any litigation or other
proceeding because such person is or was a director or officer of Paradigm
Genetics, Inc. or is or was serving as an officer or director of another entity
at the Company's request, against all expense, loss or liability reasonably
incurred or suffered in connection therewith. The Company's restated certificate
of incorporation provides that the right to indemnification includes the right
to be paid expenses incurred in defending any proceeding in advance of its final
disposition, provided, however, that such advance payment will only be made upon
delivery
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to the Company of an undertaking, by or on behalf of the director or officer, to
repay all amounts so advanced if it is ultimately determined that such director
is not entitled to indemnification. If the Company does not pay a proper claim
for indemnification in full within 60 days after it receives a written claim for
such indemnification, the Company's bylaws authorize the claimant to bring an
action against the Company and prescribes what constitutes a defense to such
action.
Section 145 of the Delaware General Corporation Law permits a
corporation to indemnify any director or officer of the corporation against
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with any action, suit
or proceeding brought by reason of the fact that such person is or was a
director or officer of the corporation, if such person acted in good faith and
in a manner that he reasonably believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to any criminal action or
proceeding, if he or she had no reason to believe his or her conduct was
unlawful. In a derivative action (i.e., one brought by or on behalf of the
corporation), indemnification may be provided only for expenses actually and
reasonably incurred by any director or officer in connection with the defense or
settlement of such an action or suit if such person acted in good faith and in a
manner that he or she reasonably believed to be in, or not opposed to, the best
interests of the corporation, except that no indemnification shall be provided
if such person shall have been adjudged to be liable to the corporation, unless
and only to the extent that the court in which the action or suit was brought
shall determine that the defendant is fairly and reasonably entitled to
indemnity for such expenses despite such adjudication of liability.
Pursuant to Section 102(b)(7) of the Delaware General Corporation Law,
Article Tenth of the Company's restated certificate of incorporation eliminates
the liability of a director to the Company or its stockholders for monetary
damages for such a breach of fiduciary duty as a director, except for
liabilities arising:
o from any breach of the director's duty of loyalty to the Company
or its stockholders;
o from acts or omissions that the director, at the time of the
breach, knew or believed were clearly in conflict with the best
interests of the corporation;
o under Section 174 of the Delaware General Corporation Law; and
o from any transaction from which the director derived an improper
personal benefit.
The Company carries insurance policies insuring its directors and
officers against certain liabilities that they may incur in their capacity as
directors and officers.
Item 7. Exemption from Registration Claimed.
--------------------------------------------
Not applicable.
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Item 8. Exhibits.
-----------------
(3.1) Restated Certificate of Incorporation (Filed as Exhibit 3.2 to
Registration Statement on Form S-1, as amended, No. 333-30758,
and incorporated herein by reference).
(3.2) Amended and Restated By-laws (Filed as Exhibit 3.4 to
Registration Statement on Form S-1, as amended, No. 333-30758,
and incorporated herein by reference).
(4.1) Form of Common Stock Certificate (Filed as Exhibit 4.1 to
Registration Statement on Form S-1, as amended, No. 333-30758,
and incorporated herein by reference).
(5) Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
as to the legality of shares being registered.
(23.1) Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
(included in opinion of counsel filed as Exhibit 5).
(23.2) Consent of PricewaterhouseCoopers LLP.
(24) Power of Attorney (included on the signature page of this
Registration Statement).
(99.1) Paradigm Genetics, Inc. 1998 Stock Option Plan (Filed as Exhibit
10.1 to Registration Statement on Form S-1, as amended, No. 333-
30758, and incorporated herein by reference).
(99.2) Paradigm Genetics, Inc. 2000 Employee, Director and Consultant
Stock Option Plan (Filed as Exhibit 10.48 to Registration
Statement on Form S-1, as amended, No. 333-30758, and
incorporated herein by reference).
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, represents 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 changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement.
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(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)(1)(i) and (a)(1)(ii) do
not apply if the Registration Statement is on Form S-3 or Form S-8, and
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 Securities
Exchange Act of 1934 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 Securities Exchange Act of 1934 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 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 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.
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SIGNATURES
The Registrant. 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 Research Triangle Park, North Carolina on September 6, 2000.
PARADIGM GENETICS, INC.
By /s/ John A. Ryals
---------------------------------------
John A. Ryals
Chief Executive Officer and President
Each person whose signature appears below constitutes and appoints
John A. Ryals and Ian A. W. Howes, and each of them, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
in each of them, 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 Paradigm Genetics, 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, and each of them, 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 he or she 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 or her 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 by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ John A. Ryals Chief Executive Officer, President September 6, 2000
-----------------------
John A. Ryals and Director (Principal executive officer)
/s/ Ian A. W. Howes Vice President of Finance and September 6, 2000
-----------------------
Ian A. W. Howes Chief Financial Officer (Principal
financial and accounting officer)
/s/ G. Steven Burrill Director September 6, 2000
-----------------------
G. Steven Burrill
/s/ Dennis Dougherty Director September 6, 2000
-----------------------
Dennis Dougherty
/s/ Terrance McGuire Director September 6, 2000
--------------------
</TABLE>
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<TABLE>
<S> <C> <C>
Terrance McGuire
/s/ Michael Summers Director September 6, 2000
-------------------
Michael Summers
/s/ Robert Goodman Director September 6, 2000
------------------
Robert Goodman
/s/ Henri Zinsli Director September 6, 2000
----------------
Henri Zinsli
</TABLE>
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<PAGE>
PARADIGM GENETICS, INC.
INDEX TO EXHIBITS FILED WITH
FORM S-8 REGISTRATION STATEMENT
Exhibit
Number Description
------ -----------
(3.1) Restated Certificate of Incorporation (Filed as Exhibit 3.2 to
Registration Statement on Form S-1, as amended, No. 333-30758, and
incorporated herein by reference).
(3.2) Amended and Restated By-laws (Filed as Exhibit 3.4 to Registration
Statement on Form S-1, as amended, No. 333-30758, and incorporated
herein by reference).
(4.1) Form of Common Stock Certificate (Filed as Exhibit 4.1 to
Registration Statement on Form S-1, as amended, No. 333-30758, and
incorporated herein by reference).
(5) Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. as
to the legality of shares being registered.
(23.1) Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
(included in opinion of counsel filed as Exhibit 5).
(23.2) Consent of PricewaterhouseCoopers LLP.
(24) Power of Attorney (included on the signature page of this
Registration Statement).
(99.1) Paradigm Genetics, Inc. 1998 Stock Option Plan (Filed as Exhibit
10.1 to Registration Statement on Form S-1, as amended, No. 333-
30758, and incorporated herein by reference).
(99.2) Paradigm Genetics, Inc. 2000 Employee, Director and Consultant
Stock Option Plan (Filed as Exhibit 10.48 to Registration Statement
on Form S-1, as amended, No. 333-30758, and incorporated herein by
reference).
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