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As filed with the Securities and Exchange Commission on August 11, 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
LARGE SCALE BIOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 77-0154648
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
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3333 VACA VALLEY PARKWAY, SUITE 1000
VACAVILLE, CA 95688
(Address of principal executive offices) (Zip Code)
2000 STOCK INCENTIVE PLAN
2000 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plans)
ROBERT L. ERWIN
CHIEF EXECUTIVE OFFICER
LARGE SCALE BIOLOGY CORPORATION
3333 VACA VALLEY PARKWAY, SUITE 1000
VACAVILLE, CA 95688
(Name and address of agent for service)
(707) 446-5501
(Telephone Number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed Maximum Offering Proposed Maximum Amount of
to be Registered Registered(1) Price per Share(2) Aggregate Offering Price(2) Registration Fee
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<S> <C> <C> <C> <C>
2000 Stock Incentive Plan
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Common Stock, $0.001 par value 8,478,500 shares $ 24.50 $ 207,723,250 $ 54,839
2000 Employee Stock Purchase Plan
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Common Stock, $0.001 par value 350,000 shares $ 24.50 $ 8,575,000 $ 2,264
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8,828,500 shares Aggregate Registration Fee $ 57,103
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 2000 Stock Incentive Plan
and 2000 Employee Stock Purchase Plan by reason of any stock dividend,
stock split, recapitalization or other similar transaction effected
without the Registrant's receipt of consideration which results in an
increase in the number of the outstanding shares of Registrant's Common
Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the
high and low selling price per share of the Registrant's Common Stock on
August 10, 2000, as reported by the Nasdaq National Market.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Large Scale Biology Corporation (the "Registrant") hereby
incorporates by reference into this Registration Statement the following
documents previously filed with the Securities and Exchange Commission (the
"Commission"):
(a) The Registrant's Registration Statement No. 333-34198 on Form
S-1 filed with the Commission on April 6, 2000, as amended on
Form S-1/A filed with the Commission on June 29, 2000, July 24,
2000, August 4, 2000 and August 9, 2000;
(b) The Registrant's prospectus filed with the Commission pursuant
to Rule 424(b)(1) promulgated under the Securities Act of 1933,
as amended (the "1933 Act"), in connection with the
Registrant's Registration Statements No. 333-34198, in which
there is set forth the audited financial statements for the
Registrant's fiscal year ended December 31, 1999; and
(C) The Registrant's Registration Statement No. 000-31275 on Form
8-A12G filed with the Commission on August 7, 2000, pursuant to
Section 12(b) of the Securities Exchange Act of 1934 (the
"Exchange Act"), in which there is described the terms, rights
and provisions applicable to the Registrant's outstanding Common
Stock.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act") after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which de-registers all securities
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
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 Registrant's certificate of incorporation eliminates to the
maximum extent allowed by the Delaware General Corporation Law, directors'
personal liability to the Registrant or its stockholders for monetary damages
for breaches of fiduciary duties. The Registrant's certificate of incorporation
does not, however, eliminate or limit the personal liability of a director for
the following:
- any breach of the director's duty of loyalty to the Registrant
or its stockholders;
- acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law;
- unlawful payments of dividends or unlawful stock repurchases or
redemptions; or
- any transaction from which the director derived an improper
personal benefit.
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The Registrant's bylaws provide that it shall indemnify its
directors and executive officers to the fullest extent permitted under the
Delaware General Corporation Law and may indemnify its other officers, employees
and other agents as set forth in the Delaware General Corporation Law. In
addition, it has entered into an indemnification agreement with each of its
directors and executive officers. The indemnification agreements contain
provisions that require it, among other things, to indemnify its directors and
executive officers against liabilities, other than liabilities arising from
intentional or knowing and culpable violations of law, that may arise by reason
of their status or service as directors or executive officers of the Registrant
or other entities to which they provide service at its request and to advance
expenses they may incur as a result of any proceeding against them as to which
they could be indemnified. The Registrant believes that these bylaw provisions
and indemnification agreements are necessary to attract and retain qualified
directors and officers.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
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Exhibit
Number Exhibit
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4 Instruments Defining the Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 000-31275 on
Form 8-A12G, together with any exhibits thereto, which are
incorporated herein by reference pursuant to Item 3(d) to this
Registration Statement.
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Deloitte & Touche LLP, Independent Auditors.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 2000 Stock Incentive Plan.
99.2 2000 Employee Stock Purchase Plan.
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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 1933 Act, (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, represent 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 clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 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; and (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 Registrant's 2000
Stock Incentive Plan and 2000 Employee Stock Purchase Plan.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into 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.
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C. Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6 or
otherwise, the Registrant has been advised that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
1933 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 1933 Act and
will be governed by the final adjudication of such issue.
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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 Vacaville, State of California on this
11th day of August, 2000.
LARGE SCALE BIOLOGY CORPORATION
By: /s/ Robert L. Erwin
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Robert L. Erwin
Chairman of the Board and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Large Scale
Biology Corporation a Delaware corporation, do hereby constitute and appoint
Robert L. Erwin and John S. Rakitan, and each of them, the lawful
attorneys-in-fact and agents with full power and authority to do any and all
acts and things and to execute any and all instruments which said attorneys and
agents, and any one of them, determine may be necessary or advisable or required
to enable said corporation to comply with the Securities Act of 1933, as
amended, and any rules or regulations or requirements of the Securities and
Exchange Commission in connection with this Registration Statement. Without
limiting the generality of the foregoing power and authority, the powers granted
include the power and authority to sign the names of the undersigned officers
and directors in the capacities indicated below to this Registration Statement,
to any and all amendments, both pre-effective and post-effective, and
supplements to this Registration Statement, and to any and all instruments or
documents filed as part of or in conjunction with this Registration Statement or
amendments or supplements thereof, and each of the undersigned hereby ratifies
and confirms that all said attorneys and agents, or any one of them, shall do or
cause to be done by virtue hereof. This Power of Attorney may be signed in
several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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/s/ Robert L. Erwin
------------------------------- Chairman of the Board and Chief August 11, 2000
Robert L. Erwin Executive Officer (Principal Executive
Officer)
/s/ David R. McGee
------------------------------- Senior Vice President, Chief Operating August 5, 2000
David R. McGee, Ph.D Officer and Assistant
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SIGNATURE TITLE DATE
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/s/ Lawrence K. Grill, Ph.D
------------------------------- Senior Vice President, Research August 7, 2000
Lawrence K. Grill, Ph.D
/s/ R. Barry Holtz, Ph.D
------------------------------- Senior Vice President, Product August 7, 2000
R. Barry Holtz, Ph.D Development and Biopharmaceutical
Manufacturing
/s/ John S. Rakitan
------------------------------- Senior Vice President, General Counsel August 11, 2000
John S. Rakitan and Secretary (Principal Financial
Officer)
/s/ Michael D. Centron
------------------------------- Treasurer and Controller (Principal August 7, 2000
Michael D. Centron Accounting Officer)
/s/ N. Leigh Anderson
------------------------------- Director August 11, 2000
N. Leigh Anderson
/s/ Marvyn Carton
------------------------------- Director August 11, 2000
Marvyn Carton
/s/ Bernard I. Grosser, M.D.
------------------------------- Director August 11, 2000
Bernard I. Grosser, M.D.
/s/ Charles A. Hayes
------------------------------- Director August 11, 2000
Charles A. Hayes
/s/ Sol Levine
------------------------------- Director August 11, 2000
Sol Levine
/s/ John W. Maki
------------------------------- Director August 8, 2000
John W. Maki
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SIGNATURE TITLE DATE
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/s/ John J. O'Malley
------------------------------- Director August 11, 2000
John J. O'Malley
/s/ James P. TenBroek
------------------------------- Director August 4, 2000
James P. TenBroek
/s/ Robert Walden
------------------------------- Director August 11, 2000
Robert Walden
/s/ Jacobo Zaidenweber, M.D.
------------------------------- Director August 11, 2000
Jacobo Zaidenweber, M.D.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
LARGE SCALE BIOLOGY CORPORATION
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EXHIBIT INDEX
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Exhibit
Number Exhibit
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4 Instruments Defining the Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 000-31275 on
Form 8-A12G, together with any exhibits thereto, which are
incorporated herein by reference pursuant to Item 3(d) to this
Registration Statement.
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Deloitte & Touche LLP, Independent Auditors.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 2000 Stock Incentive Plan.
99.2 2000 Employee Stock Purchase Plan.
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