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As filed with the Securities and Exchange Commission on December 11, 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
INFORMAX, INC.
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(Exact name of registrant as specified in its charter)
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DELAWARE 52-1687783
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
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6010 EXECUTIVE BOULEVARD
10TH FLOOR
ROCKVILLE, MD 20852
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(Address of principal executive offices)
INFORMAX, INC. AMENDED EQUITY INCENTIVE COMPENSATION PLAN
INFORMAX, INC. NON-QUALIFIED STOCK OPTION AGREEMENT (DR. ALEXANDER TITOMIROV)
INFORMAX, INC. NON-QUALIFIED STOCK OPTION AGREEMENT (DR. JAMES BERNSTEIN)
INFORMAX, INC. NON-QUALIFIED STOCK OPTION AGREEMENT (DR. JAMES BERNSTEIN)
INFORMAX, INC. NON-QUALIFIED STOCK OPTION AGREEMENT (DR. VADIM BABENKO)
INFORMAX, INC. NON-QUALIFIED STOCK OPTION AGREEMENT (DR. VADIM BABENKO)
INFORMAX, INC. NON-QUALIFIED STOCK OPTION AGREEMENT (SERGEI EGOROV)
INFORMAX, INC. NON-QUALIFIED STOCK OPTION AGREEMENT (SERGEI EGOROV)
(Full title of the plans)
Dr. Alexander Titomirov
President and Chief Executive Officer
6010 Executive Boulevard
10th Floor
Rockville, MD 20852
(240) 747-4000
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(Name, address and telephone number, including area code, of agent for service)
Copies to:
Michael J. Silver
Hogan & Hartson L.L.P.
111 S. Calvert Street, Suite 1600
Baltimore, MD 21202
(410) 659-2700
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed maximum
Title of securities Amount to be maximum offering aggregate Amount of
to be registered registered price per share (1) offering price (1) registration fee (1)
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Common Shares, $0.001
par value per share 5,194,975 $3.25(a) $16,883,669(a) $4,458 (a)
2,327,137 $10.56(b) $24,574,567(b) $6,488 (b)
4,258,333 $.30 (c) $1,277,500 (c) $338.00 (c)
26,720 $.006 (d) $161 (d) $1.00 (d)
1,604,599 $.30(e) $481,380 (e) $128.00 (e)
668,000 $.006 (f) $4,008 (f) $2.00 (f)
1,683,450 $.30(g) $505,035 (g) $134.00 (g)
122,000 $.006 (h) $732 (h) $1.00 (h)
167,000 $.006 (i) $1,002 (i) $1.00 (i)
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(1) Pursuant to Rule 457 (c) and (h), the proposed maximum offering price per
share, proposed maximum aggregate offering price and the amount of the
registration fee are based on (a) the weighted average option exercise price of
$3.25 for the 5,194,975 shares issuable upon exercise of outstanding options
under the InforMax, Inc. Amended Equity Incentive Compensation Plan (the "Plan")
as of December 4, 2000, (b) the average of the high and low prices per share of
$10.56 per share of InforMax, Inc. Common Stock on The Nasdaq Stock Market's
National Market on December 4, 2000, for the 2,327,137 shares otherwise issuable
under the Plan as of December 4, 2000, (c) the exercise price of $.30 per share
of the 4,258,333 shares issuable upon exercise of options under the InforMax,
Inc. Non-Qualified Stock Option Agreement (Dr. Alex Titomirov), (d) the exercise
price of $.006 per share of the 26,720 shares issuable upon exercise of options
under the InforMax, Inc. Non-Qualified Stock Option Agreement (Dr. James
Bernstein), (e) the exercise price of $.30 per share of the 1,604,599 shares
issuable upon exercise of options under the InforMax, Inc. Non-Qualified Stock
Option Agreement (Dr. James Bernstein), (f) the exercise price of $.006 per
share of the 668,000 shares issuable upon exercise of options under the
InforMax, Inc. Non-Qualified Stock Option Agreement (Dr. Vadim Babenko), (g) the
exercise price of $.30 per share of the 1,683,450 shares issuable upon exercise
of options under the InforMax, Inc. Non-Qualified Stock Option Agreement (Dr.
Vadim Babenko), (h) the exercise price of $.006 per share of the 122,000 shares
issuable upon exercise of options under the InforMax, Inc. Non-Qualified Stock
Option Agreement (Sergei Egorov), and (i) the exercise price of $.006 per share
of the 167,000 shares issuable upon exercise of options under the InforMax, Inc.
Non-Qualified Stock Option Agreement (Sergei Egerov). Pursuant to Rule 416(c)
under the Securities Act of 1933, this Registration Statement also covers an
indeterminate number of shares to be offered or sold pursuant to the Plan and
agreements described herein that may be issued as a result of the antidilution
and other adjustment provisions therein.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
InforMax, Inc. (the "Registrant") will separately send or give
documents containing the information required to be provided in this Part I to
its employees participating in the InforMax, Inc. Amended Equity Incentive
Compensation Plan (the "Plan"), and each of the Non-Qualified Stock Option
Agreements listed on the cover page of this Registration Statement, as
contemplated by Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Securities Act"). In accordance with the instructions to Part I of Form S-8,
the Registrant will not file these documents with the Securities and Exchange
Commission (the "Commission"), either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424 under the
Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION BY REFERENCE.
The Registrant hereby incorporates by reference into this
Registration Statement the following documents:
(a) The Registrant's final prospectus filed pursuant to Rule
424(b)(1) dated October 2, 2000 (Registration No. 333-41194).
(b) The Registrant's quarterly report for the period ended September
30, 2000 on Form 10-Q dated November 16, 2000 (Registration No.
000-31577).
(c) The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 8-A filed with
the Securities and Exchange Commission on September 20, 2000 and
registering shares of Common Stock pursuant to Section 12(g) of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
In addition, all documents filed by the Registrant subsequent to
the date hereof pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange
Act, subsequent to the filing of this Registration Statement and prior to the
filing of a post-effective amendment indicating that all securities offered have
been sold or which deregisters all securities remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part of
hereof from the date of the filing of such documents.
Any statement contained in a document incorporated or deemed to
be incorporated by reference shall be deemed to be modified or superseded to the
extent that a statement contained in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such prior statement. The documents required to be so modified or
superseded shall not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.
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To the extent that any proxy statement is incorporated by
reference herein, such incorporation shall not include any information contained
in such proxy statement which is not, pursuant to the Commission's rules, deemed
to be "filed" with the Commission or subject to the liabilities of Section 18 of
the Exchange Act.
ITEM 4. DESCRIPTION OF SECURITIES.
The Company's Common Stock is registered with the Commission
under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
A partner of Hogan & Hartson L.L.P., counsel to the Registrant,
beneficially owns 56,359 shares of Common Stock of the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Amended and Restated Bylaws of the Company provide for the
indemnification of the Company's directors and officers to the fullest extent
authorized by, and subject to the conditions set forth in the General
Corporation Law of the State of Delaware (the "DGCL"), except that the Company
will indemnify a director or officer in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part thereof) was
authorized by the Company's Board of Directors. The indemnification provided
under the Amended and Restated Bylaws includes the right to be paid by the
Company the expenses (including attorneys' fees) in advance of any proceeding
for which indemnification may be had in advance of its final disposition,
provided that the payment of such expenses (including attorneys' fees) incurred
by a director or officer in advance of the final disposition of a proceeding
maybe made only upon delivery to the Company of an undertaking by or on behalf
of such director or officer to repay all amounts so paid in advance if it is
ultimately determined that such director or officer is not entitled to be
indemnified. Pursuant to the Amended and Restated Bylaws, if a claim for
indemnification is not paid by the Company within 60 days after a written claim
has been received by the Company, the claimant may at any time thereafter bring
an action against the Company to recover the unpaid amount of the claim, and, if
successful in whole or in part, the claimant will be entitled to be paid also
the expense of prosecuting such action.
As permitted by the DGCL, the Company's Amended and Restated
Certificate of Incorporation provides that directors of the Company shall not be
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the DGCL, relating to unlawful
payment of dividends or unlawful stock purchase or redemption or (iv) for any
transaction from which the director derived an improper personal benefit. As a
result of this provision, the Company and its stockholders may be unable to
obtain monetary damages from a director for breach of his or her duty of care.
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Under the Amended and Restated Bylaws, the Company has the power
to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Company, or is or was serving at the
request of the Company as a director, officer, employee, partner (limited or
general) or agent of another corporation or of a partnership, joint venture,
limited liability company, trust or other enterprise, against any liability
asserted against such person or incurred by such person in any such capacity, or
arising out of such person's status as such, and related expenses, whether or
not the Company would have the power to indemnify such person against such
liability under the provisions of the DGCL. The Company maintains director and
officer liability insurance on behalf of its directors and officers.
* * * * *
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to trustees, 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 Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of the
expenses incurred or paid by a trustee, officer or controlling person of the
Registrant of the successful defense of any action, suit or proceeding) is
asserted by such trustee, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by the
Registrant is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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Exhibit
Number Description
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4.1 Restated Certificate of Incorporation (Incorporated herein by reference to
Exhibit 3.2 to Amendment No. 2 to the Registrant's Registration Statement on
Form S-1 (Reg. No. 333-41194) filed on September 12, 2000).
4.2 Restated Bylaws (Incorporated herein by reference to Exhibit 3.4 to Amendment
No. 2 to the Registrant's Registration Statement on Form S-1 (Reg. No.
333-41194) filed on September 12, 2000).
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4.3 Specimen Common Stock Certificate (Incorporated herein by reference to Exhibit
4.1 to the Amendment No. 4 to the Registrant's Registration Statement on Form
S-1 (Reg. No. 333-41194) filed on September 27, 2000).
4.4 InforMax, Inc. Amended Equity Incentive Compensation Plan, as amended October
25, 2000.*
4.5 InforMax, Inc. Non-Qualified Stock Option Agreement (Dr. Alexander Titomirov)
dated March 19, 1999.*
4.6 InforMax, Inc. Non-Qualified Stock Option Agreement (Dr. James Bernstein)
dated June 19, 1995.*
4.7 InforMax, Inc. Non-Qualified Stock Option Agreement (Dr. James Bernstein)
dated March 19, 1999.*
4.8 InforMax, Inc. Non-Qualified Stock Option Agreement (Dr. Vadim Babenko) dated
December 11, 1997 and amendment thereto effective as of January 1, 1999.*
4.9 InforMax, Inc. Non-Qualified Stock Option Agreement (Dr. Vadim Babenko) dated
March 19, 1999.*
4.10 InforMax, Inc. Non-Qualified Stock Option Agreement (Sergei Egorov) dated May
1, 1997.*
4.11 InforMax, Inc. Non-Qualified Stock Option Agreement (Sergei Egorov) dated
January 1, 1998 and notification of acceleration.*
5.1 Opinion of Hogan & Hartson L.L.P.*
23.1 Consent of Hogan & Hartson L.L.P. (contained in Exhibit 5.1)*
23.2 Consent of Deloitte & Touche LLP *
24 Power of Attorney (contained on the Signature Pages)*
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* Filed herewith.
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:
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(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(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;
(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 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 Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, 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, each
filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act 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) The undertaking concerning indemnification is set forth under
the response to Item 6.
(d) The undersigned Registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report, to
security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial
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information required to be presented by Article 3 of Regulation
S-X is not set forth in the prospectus, to deliver, or cause to
be delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such
interim financial information.
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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 Rockville, State of Maryland, , on December 11, 2000.
InforMax, Inc.
By: /s/ Dr. Alexander Titomirov
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Dr. Alexander Titomirov
President, Chief Executive Officer and Chairman of the Board
POWER OF ATTORNEY
KNOW BY ALL PERSONS, that each person whose signature appears
below constitutes and appoints, Dr. Alex Titomirov, Dr. James Bernstein and
Joseph Lehnen, and each of them, as 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, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
prepare and file all instruments 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 and about the premises, 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 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 date indicated.
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SIGNATURE TITLE DATE
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/s/Dr. Alexander Titomirov Chairman of the Board December 11, 2000
--------------------------------- of Directors
Dr. Alexander Titomirov (Principal Executive
Officer)
/s/Joseph Lehnen Chief Financial Officer December 11, 2000
--------------------------------- (Principal Financial
Joseph Lehnen Officer)
/s/Dr. James E. Bernstein Director December 11, 2000
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Dr. James E. Bernstein
/s/Harry D'Andrea Director December 11, 2000
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Harry D'Andrea
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/s/Hooks Johnston Director December 11, 2000
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Hooks Johnston
/s/Dr. Wei Wu He Director December 11, 2000
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Dr. Wei Wu He
/s/Andrew Whiteley Director December 11, 2000
---------------------------------
Andrew Whiteley
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EXHIBIT INDEX
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Exhibit
Number Description
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4.1 Restated Certificate of Incorporation (Incorporated herein by reference to Exhibit 3.2 to
Amendment No. 2 to the Registrant's Registration Statement on Form S-1 (Reg. No. 333-41194)
filed on September 12, 2000).
4.2 Restated Bylaws (Incorporated herein by reference to Exhibit 3.4 to Amendment No. 2 to the
Registrant's Registration Statement on Form S-1 (Reg. No. 333-41194) filed on September 12,
2000).
4.3 Specimen Common Stock Certificate (Incorporated herein by reference to Exhibit 4.1 to the
Amendment No. 4 to the Registrant's Registration Statement on Form S-1 (Reg. No. 333-41194)
filed on September 27, 2000).
4.4 InforMax, Inc. Amended Equity Incentive Compensation Plan, as amended October 25, 2000.*
4.5 InforMax, Inc. Non-Qualified Stock Option Agreement (Dr. Alexander Titomirov) dated March 19,
1999.*
4.6 InforMax, Inc. Non-Qualified Stock Option Agreement (Dr. James Bernstein) dated June 19,
1995.*
4.7 InforMax, Inc. Non-Qualified Stock Option Agreement (Dr. James Bernstein) dated March 19,
1999.*
4.8 InforMax, Inc. Non-Qualified Stock Option Agreement (Dr. Vadim Babenko) dated December 11,
1997 and amendment thereto effective as of January 1, 1999.*
4.9 InforMax, Inc. Non-Qualified Stock Option Agreement (Dr. Vadim Babenko) dated March 19, 1999.*
4.10 InforMax, Inc. Non-Qualified Stock Option Agreement (Sergei Egorov) dated May 1, 1997.*
4.11 InforMax, Inc. Non-Qualified Stock Option Agreement (Sergei Egorov) dated January 1, 1998 and
notification of acceleration.*
5.1 Opinion of Hogan & Hartson L.L.P.*
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23.1 Consent of Hogan & Hartson L.L.P. (contained in Exhibit 5.1)*
23.2 Consent of Deloitte & Touche LLP *
24 Power of Attorney (contained on the Signature Pages)*
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* Filed herewith.
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