As filed with the Securities and Exchange Commission on December 21, 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
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UNIGENE LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-2328609
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
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110 LITTLE FALLS ROAD
FAIRFIELD, NEW JERSEY 07004
(Address, including zip code, of registrant's principal executive offices)
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UNIGENE LABORATORIES, INC.
2000 STOCK OPTION PLAN
(Full title of plan)
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WARREN P. LEVY COPY TO:
PRESIDENT D. MICHAEL LEFEVER, ESQ.
UNIGENE LABORATORIES, INC COVINGTON & BURLING
110 LITTLE FALLS ROAD 1201 PENNSYLVANIA AVENUE, N.W.
FAIRFIELD, NEW JERSEY 07004 WASHINGTON, D.C. 20004
(973) 882-0860 (202) 662-5276
(Name, address, including zip code,
and telephone number, including
area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================== =================== ======================= ============================= ==========================
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
To be Registered Registered (1) Offering Price Aggregate Registration
Per Share (2) Offering Price (2) Fee
------------------------------- ------------------- ----------------------- ----------------------------- --------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 1,000,000 $ 0.916 $ 916,000 $ 242
$.01 per share
=============================== =================== ======================= ============================= ==========================
</TABLE>
(1) This Registration Statement registers the offer and sale of 4,000,000
shares of common stock, par value $.01 per share, of the registrant
(the "Common Stock") currently reserved for issuance under the Unigene
Laboratories, Inc. 2000 Stock Option Plan (the "Plan"). Pursuant to
Rule 416 under the Securities Act of 1933, as amended, the number of
shares registered hereby includes such additional number of shares of
Common Stock as are required to prevent dilution resulting from stock
splits, stock dividends or similar transactions.
(2) A maximum offering price of $ 0.691 was used to calculate the fee for
499,000 shares and was computed pursuant to Rule 457(h) based on the
weighted average of the exercise price for the options heretofore
granted under the Plan relating to those shares. The proposed maximum
offering price for the remaining 501,000 shares, for which options have
not yet been granted, was estimated solely for the purpose of
calculating the registration fee pursuant to Rule 457(c) based on the
average of the bid and asked prices of the shares of Common Stock on
the OTC Bulletin Board on December 18, 2000.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, heretofore filed by the Registrant with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), are incorporated by reference in this
Registration Statement, except as superseded or modified as described herein:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999.
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000.
(c) The Registrant's Quarterly Report on Form 10-Q for the quarter
and six months ended June 30, 2000.
(d) The Registrant's Quarterly Report on Form 10-Q for the quarter
and nine months ended September 30, 2000.
(e) The description of the Registrant's Common Stock contained in
the Registrant's registration statement on Form 8-A, dated
August 4, 1987, filed pursuant to Section 12 of the Exchange
Act.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment 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 part
hereof from the date of filing such documents. Any statement contained in an
incorporated document 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 other incorporated document subsequently filed, 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.
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VI of the Registrant's By-laws requires the Registrant to
indemnify each of its directors and officers to the extent permitted by the
Delaware General Corporation Law ("DGCL"). Section 145 of the DGCL provides that
a corporation may indemnify any person, including any officer or director, who
was or is a party, or who is threatened to be made a party, to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation), by reason of the fact that he is or was a director, officer,
employee or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement,
actually and reasonably incurred by such person, if he acted in good faith and
in a manner 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, had
no reasonable cause to believe his conduct was unlawful. Section 145 also
provides that a corporation may indemnify any person, including any officer or
director, who was or is a party, or who is threatened to be made a party, to any
threatened, pending or completed action by or in the right of the corporation,
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of the action, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made with respect to any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation, unless and only to the extent that a court of
competent jurisdiction shall determine that such indemnity is proper. To the
extent that a director or officer is successful on the merits or otherwise in
the defense of any action referred to above, the corporation is required under
Delaware law to indemnify that person against expenses (including attorneys'
fees) actually and reasonably incurred in connection therewith.
The Registrant's Certificate of Incorporation provides that no director
shall be liable to the Registrant or its stockholders for monetary damages for
breach of his fiduciary duty as a director. However, a director will be liable
for any breach of his duty of loyalty to the Registrant or its stockholders, for
acts or omissions not in good faith or involving intentional misconduct or
knowing violation of law, any transaction from which the director derived an
improper personal benefit, or payment of dividends or approval of stock
repurchases or redemptions that are unlawful under Delaware law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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<PAGE>
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION REFERENCE
------ ----------- ---------
<S> <C> <C>
4.1 Certificate of Incorporation of the Incorporated by reference to Exhibit 3.1 to the
Registrant and Amendments thereto to July Registrant's Registration Statement No. 33-6877 on
1, 1986 Form S-1, filed July 1, 1986
4.2 Amendments to Certificate of Incorporated by reference to Exhibit 3.1.1 to the
Incorporation filed July 29, 1986 and May Registrant's Registration Statement No. 33-6877 on
22, 1987 Form S-1, filed July 1, 1986
4.3 Amendment to Certificate of Incorporation Incorporated by reference to Exhibit 3.1.2 of the
filed August 22, 1997 Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997
5 Opinion of Covington & Burling Filed herewith
23.1 Consent of Covington & Burling Included in Exhibit 5
23.2 Consent of KPMG LLP Filed herewith
24 Power of Attorney Included on signature page
</TABLE>
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
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, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.
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<PAGE>
(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 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 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 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 Securities Act and will be governed by the final
adjudication of such issue.
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<PAGE>
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 Fairfield, State of New Jersey, on the 21st day of
December, 2000.
UNIGENE LABORATORIES, INC.
(Registrant)
By: /s/ Warren P. Levy
-------------------------------
Warren P. Levy
President
Each person whose signature appears below constitutes and appoints
Warren P. Levy and Ronald S. Levy, and each of them, 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, and in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, state securities law
administrators, other governmental authorities, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and 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 their substitute or substitutes, may lawfully do or cause to be done
by virtue thereof.
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Warren P. Levy President, Chief Executive Officer and December 21, 2000
------------------------- Director
Warren P. Levy (principal executive officer)
/s/ Jay Levy Treasurer and Director December 21, 2000
------------------------- (principal financial and accounting
Jay Levy officer)
/s/ Ronald S. Levy Director December 21, 2000
-------------------------
Ronald S. Levy
/s/ Allen Bloom Director December 21, 2000
-------------------------
Allen Bloom
/s/ Robert F. Hendrickson Director December 21, 2000
-------------------------
Robert F. Hendrickson
</TABLE>
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<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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5 Opinion of Covington & Burling
23.2 Consent of KPMG LLP
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