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As filed with the Securities and Exchange Commission on December 20, 1996
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
RIBI IMMUNOCHEM RESEARCH, INC.
(Exact name of issuer as specified in its charter)
Delaware 81-0394349
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
553 Old Corvallis Road, Hamilton, MT 59840
(Address of Principal Executive Offices and Zip Code)
1996 Stock Option Plan
1996 Directors' Stock Option Plan
(Full title of the plans)
Ronald H. Kullick, Esq.
Vice President - Legal Counsel
Ribi ImmunoChem Research, Inc.
553 Old Corvallis Road
Hamilton, Montana 59840
(Name and address of agent for service)
(406) 363-6214
(Telephone number, including area code, of agent for service)
Copy to: William D. Sherman, Esq.
Morrison & Foerster LLP
755 Page Mill Road
Palo Alto, CA 94304-1018
(415) 813-5600
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
maximum Proposed
Title of Amount Maximum aggregate amount of
securities to to be offering price offering registration
be registered registered(1) per share (2) price (2) fee
- ------------- ------------- -------------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock 1,110,000 $3.844 $4,266,840 $1,471.32
$.001 par value
per share
- -----------------------------------------------------------------------------
(1) Plus such indeterminate number of shares as may be issued resulting
from stock splits, stock dividends or similar transactions in
accordance with Rule 416 under the Securities Act of 1933.
(2) Estimated solely for the purpose of calculating the registration fee
</TABLE>
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Page 1 of 9 pages.
The Index to Exhibits appears on page 7.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
------------------------------------------------
There are hereby incorporated by reference in this Registration
Statement the following documents and information previously filed with the
Securities and Exchange Commission (the Commission):
1. The Registrant s Annual Report on Form 10-K for the fiscal
year ended December 31, 1995, filed pursuant to Section 13 of the Securities
Exchange Act of 1934 (the Exchange Act).
2. The Registrant's Quarterly Reports on Form 10-Q for the
quarters ending March 31, 1996, June 30, 1996 and September 30, 1996.
3. The description of the Registrant's Common Stock to be offered
hereby which is contained in its Registration Statement on Form 8-A filed on
April 27, 1983.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange 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 deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
Item 4. Description of Securities.
--------------------------
Not Applicable
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
Ronald H. Kullick, Vice President, Legal Counsel and Secretary of
the Company is owner of no shares and options to purchase eighty-three thousand
shares of the Company's Common Stock.
Item 6. Indemnification of Directors and Officers.
------------------------------------------
The Company's Restated Certificate of Incorporation provides that
the Company shall indemnify its directors and officers to the extent
permitted by the Delaware General Corporation Law, and the Company's Amended
Bylaws provide that the Company shall indemnify its directors and officers to
the fullest extent permitted by law. Section 145 of the Delaware General
Corporation Law provides in part that a corporation has the power to
indemnify its current and former directors and officers against liability
resulting from, and expenses actually and reasonably incurred by them in
connection with, any actual or threatened legal action in which they are made
parties by reason of being or having been directors or officers of the
corporation if they acted in good faith and in a manner reasonably believed to
be in or not opposed to the best interest of the corporation and, with respect
to any criminal action or
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proceeding, if they had no reasonable cause to believe their conduct was
unlawful. However, as to any legal actions brought by or in the right of a
corporation to procure a judgment in its favor, no indemnification shall be made
in respect of any claim, issue or matter as to which the director or officer has
been adjudged to be liable for negligence or misconduct in the performance of
his duty to the corporation, unless and only to the extent that the Court of
Chancery or the court in which such action was brought shall determine that such
person is fairly and reasonably entitled to indemnity for such expenses as the
court shall deem proper. These provisions may be sufficiently broad to indemnify
the directors and officers of the Company for liabilities arising under the
Securities Act. In addition, the Company has entered into Indemnification
Agreements with its officers and directors.
The directors and officers of the Company are insured against
certain liabilities which may include certain liabilities under the Securities
Act.
Item 7. Exemption from Registration Claimed.
------------------------------------
Not Applicable
Item 8. Exhibits.
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The exhibits are as set forth in the Exhibits Index.
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;
(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 this 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.
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(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 herein, 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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the 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 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 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 expenses
incurred by a director, officer or controlling person of the Registrant in the
successful defense or 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 Securities 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, the
Registrant, Ribi ImmunoChem Research, Inc., 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 Hamilton, State of
Montana, on December 20, 1996.
Ribi ImmunoChem Research, Inc.
By: /s/ Robert E. Ivy
-------------------------------------
Robert E. Ivy
Chief Executive Officer,
President and Chairman
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Exhibit 24.1
POWER OF ATTORNEY
-----------------
Each person whose signature appears below constitutes and
appoints Robert E. Ivy and Ronald H. Kullick as attorneys-in-fact, each with the
power of substitution, for him in any and all capacities, to sign any amendment
to this Registration Statement and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting to said attorneys-in-fact, 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 anything the said attorney-in-
fact or his 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.
Signature Capacity Date
- --------- -------- ----
/s/ Robert E. Ivy Chief Executive Officer, November 29, 1996
Robert E. Ivy President (Principal
Executive Officer) and
Chairman
/s/ John L. Cantrell Director, Executive Vice November 29, 1996
John L. Cantrell President
/s/ Vern D. Child Vice President-Finance and November 29, 1996
Vern D. Child Treasurer (Principal
Financial and Accounting
Officer)
/s/ Philipp Gerhardt Director November 29, 1996
Philipp Gerhardt
/s/ Paul Goddard Director November 29, 1996
Paul Goddard
/s/ Mark I. Greene Director November 29, 1996
Mark I. Greene
/s/ Thomas N. McGowen, Jr. Director November 29, 1996
Thomas N. McGowen, Jr.
/s/ Frederick B. Tossberg Director November 29, 1996
Frederick B. Tossberg
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description Page No.
- ------ ----------- --------
<S> <S> <C>
4.1* Restated Certificate of Incorporation
4.2** Amended Bylaws of the Company
5.1 Opinion of Counsel 8
23.1 Consent of KPMG Peat Marwick LLP 9
Independent Public Accountants
23.2 Consent of Ronald H. Kullick, Esq. 8
(included in Exhibit 5.1)
24.1 Power of Attorney 6
* Incorporated by reference to the exhibit bearing the same exhibit
number filed with Registrant's Registration Statement on Form S-3 (File No.
33-48713) filed on June 22, 1992.
** Incorporated by reference to the exhibit bearing the same exhibit
number filed with Registrant's annual report on Form 10-K dated December 31,
1988, File No. 0-11094.
</TABLE>
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EXHIBIT 5.1
December 20, 1996
Ribi ImmunoChem Research, Inc.
553 Old Corvallis Road
Hamilton, MT 59840
Ladies and Gentlemen:
I have examined the Registration Statement on Form S-8 to be
filed by Ribi ImmunoChem Research, Inc., a Delaware corporation (the "Company"),
with the Securities and Exchange Commission on December 20, 1996 (the
"Registration Statement"), relating to the registration under the Securities Act
of 1933, as amended, of 1,110,000 shares of the Company's Common Stock (the
"Shares"). The Shares are reserved for issuance under the Company's 1996 Stock
Option Plan and 1996 Directors' Stock Option Plan. As counsel to the Company, I
have examined the proceedings taken by the Company in connection with the
registration of the Shares.
It is my opinion that the Shares, when issued and sold in the
manner described in the Registration Statement and any related Prospectus, will
be legally and validly issued, fully paid and nonassessable.
I consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to all references to me in the
Registration Statement and any amendments thereto.
Very truly yours,
/s/ Ronald H. Kullick
Ronald H. Kullick
Vice President - Legal Counsel
and Secretary
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EXHIBIT 23.1
Independent Auditors' Report
The Board of Directors and Stockholders
Ribi ImmunoChem Research, Inc.:
We consent to the incorporation by reference in the registration statement on
Form S-8 expected to be filed December 16, 1996, of our report dated January 18,
1996 relating to the balance sheets of Ribi ImmunoChem Research, Inc. as of
December 31, 1995 and 1994 and the related statements of operations,
stockholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 1996, which report appears in the December 31, 1995
annual report on Form 10-K of Ribi ImmunoChem Research, Inc.
/s/ KPMG PEAT MARWICK LLP
Billings, Montana
December 16, 1996
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