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Registration No. 33-18890
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
* * *
POST-EFFECTIVE AMENDMENT NO. 6
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
* * *
UNIGENE LABORATORIES, INC.
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(Exact name of issuer as specified in its charter)
Delaware 22-2328609
- --------------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
110 Little Falls Road, Fairfield, New Jersey 07004
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(Address of Principal Executive Offices) (Zip Code)
1984 STOCK OPTION PLAN
------------------------
(Full title of the plan)
JESSE MARGOLIN, ESQ.
Becker Ross Stone DeStefano & Klein
317 Madison Avenue - Suite #1410
New York, New York 10017-5372
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(Name and address of agent for service)
(212) 697-2310
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(Telephone number, including area code, of agent for service)
Cover Page 1
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed with the Securities and
Exchange Commission (the "Commission") are hereby incorporated by reference into
this Registration Statement:
A. The Annual Report of Unigene Laboratories, Inc. (the "Registrant" or
the "Company") for the year ended December 31, 1994.
B. The Company's Quarterly Report on Form 10Q for the period ended
March 31, 1995.
C. The description of the Registrant's Common Stock, $.01 par value, as
set forth in Item 1 of the Registrant's Registration Statement on Form 8-A (File
No. 0-16005) filed with the Commission on August 4, 1987 and which became
effective on August 12, 1987.
All documents filed subsequent to the date of this Registration
Statement pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered 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
thereof from the date of filing such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware
provides for indemnification of directors and officers and other employees or
agents of the Company. Such a person must be indemnified to the extent he is
successful on the merits or otherwise in a legal proceeding. He may be
indemnified in a third party or derivative suit if he acted in good faith and
for a purpose he reasonably believed was in or not opposed to the best interests
of the Company, and if, in the case of a criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful. A director or officer may
not be indemnified in a derivative suit for amounts paid to settle such a suit,
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and he may not be indemnified for his legal expenses if he is adjudged liable
for negligence or misconduct in his performance of his duty to the Company,
except by court order.
Article VI of the Company's By-Laws requires the Company to indemnify
each of its directors and officers to the fullest extent permitted by law in
connection with any actual or threatened action or proceeding arising out of his
service to the Company or to other organizations at the Company's request.
Section 7 of the Plan provides that the members of the Board shall be
indemnified by the Company against all costs and expenses reasonably incurred by
them in connection with any action, suit or proceeding to which they or any of
them may be a party by reason of any action taken or failure to act under or in
connection with the Plan, or any option granted thereunder, and against all
amounts paid by them in settlement thereof (provided such settlement is approved
by legal counsel selected by the Company) or paid by them in satisfaction of a
judgment in any such action, suit or proceeding, except a judgment based upon a
finding of bad faith.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed 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.
Item 7. Exemption from Registration Claimed.
In August 1986, an aggregate of 231,822 shares of Common Stock of
Unigene Laboratories, Inc. was sold to 15 non-affiliated employees of the
Company for an aggregate of $37,136 pursuant to the exercise of options granted
under the Company's 1984 Stock Option Plan. The issuance of these shares was
made in reliance on the exemption from registration provided by Rule 504 of
Regulation D under the Securities Act of 1933. A Form D with respect thereto was
filed with the Securities and Exchange Commission on August 25, 1986. Although
such shares were included in this Registration Statement for reoffer or resale,
such transactions effected on or after September 1989 have been, and will be,
made in reliance upon the exemption from registration provided by Rule 144(k).
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Item 8. Exhibits.
4. - Specimen Certificate for Common Stock, par value
$.01 per share. Incorporated by reference to
Exhibit 4.2 in Registration Statement No. 33-6877
on Form S-1.
*5. - Opinion of Becker Ross Stone DeStefano & Klein as
to the legality of the shares being registered.
*23. - Consent of Becker Ross Stone DeStefano & Klein
(included in Exhibit 5 to this Registration
Statement).
23.1 - Consent of KPMG Peat Marwick LLP. Incorporated by
reference to consent set forth on page 28 of
Registrant's Annual Report for the year ended
December 31, 1994 on Form 10-K.
*28. - Statement Regarding Unregistered Securities Issued
Pursuant to the Plan.
Item 9. Undertakings.
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:
(a) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(b) 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;
(c) 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;
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* Previously filed.
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Provided, however, that paragraphs (1)(a) and (1)(b) 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 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.
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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
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
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 or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on June 20, 1995.
UNIGENE LABORATORIES, INC.
By S/WARREN P. LEVY
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Warren P. Levy, President
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.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
S/WARREN P. LEVY Director; President June 20, 1995
- ------------------- (Chief Executive Officer)
Warren P. Levy
S/RONALD S. LEVY Director; Vice President June 20, 1995
- ------------------- (Chief Operating Officer)
Ronald S. Levy
S/JAY LEVY Chairman of the Board of June 20, 1995
- ------------------- Directors; Treasurer
Jay Levy (Chief Financial and
Chief Accounting Officer)
S/ROBERT G. RUARK Director June 20, 1995
- -------------------
Robert G. Ruark
S/GEORGE M.WEIMER Director June 20, 1995
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George M. Weimer
</TABLE>
