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As filed with the Securities and Exchange Commission
on April 7, 1995
Registration No. 33-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
IGI, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 01-0355758
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
Wheat Road & Lincoln Avenue, Buena, New Jersey 08310
(Address of Principal Executive Offices) (Zip Code)
IGI, INC.
NON-QUALIFIED STOCK OPTION PLAN
(Full Title of the Plan)
Edward B. Hager, M.D.
Chief Executive Officer
IGI, Inc.
Wheat Road & Lincoln Avenue
Buena, New Jersey 08310
(Name and Address of Agent for Service)
(609) 697-1441
(Telephone Number, Including Area Code, of Agent For Service)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
---------- ---------- --------- --------- ------------
Common Stock, 250,000 $15.00(1) $3,750,000(1) $1,294
$.01 par shares
value
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(1) Estimated solely for the purpose of calculating the registration
fee, and based upon the average of the reported high and low
prices of the Registrant's Common Stock on the American Stock
Exchange on April 3, 1995 in accordance with Rules 457(c) and
457(h) of the Securities Act of 1933.
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PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents
sent or given to participants in the Registrant's Non-Qualified Stock
Option Plan pursuant to Rule 428(b)(1) of the Securities Act of 1933,
as amended (the "Securities Act").
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other
information with the Securities and Exchange Commission (the
"Commission"). The following documents, which are filed with the
Commission, are incorporated in this Registration Statement by
reference:
(1) The Registrant's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Exchange Act or the latest
prospectus filed pursuant to Rule 424(b) under the Securities Act
that contains audited financial statements for the Registrant's
latest fiscal year for which such statements have been filed.
(2) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered
by the document referred to in (1) above.
(3) The description of the Common Stock, $.01 par value per
share ("Common Stock"), contained in a registration statement
filed under the Exchange Act, including any amendment or report
filed for the purpose of updating such description.
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
shares of Common Stock offered hereby have been sold or which
deregisters all shares of Common Stock then remaining unsold, shall be
deemed to be incorporated by reference herein and to be part hereof
from the date of the filing of such documents.
Item 4. Description of Securities
Not applicable.
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Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law, as
amended (the "Delaware General Corporation Law"), provides that a
corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or proceeding, whether civil, criminal, administrative or
investigative, 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
its request in such capacity in another corporation or business
association, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding 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 102(b)(7) of the Delaware General Corporation Law permits
a corporation to provide in its certificate of incorporation that a
director of the corporation shall not be personally liable to the
corporation 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 corporation 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 Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal
benefit.
Article NINTH of the Registrant's Certificate of Incorporation, as
amended (the "Certificate of Incorporation"), provides that, to the
fullest extent permitted by Section 145 of the Delaware General
Corporation Law, the Registrant will indemnify each person whom it
shall have the power to indemnify under said section from and against
any and all of the expenses, liabilities or other matters referred to
or covered by said section.
Article ELEVENTH of the Registrant's Certificate of Incorporation
provides that no director of the Registrant shall be liable for
monetary damages for any breach of fiduciary duty, except to the extent
that the Delaware General Corporation Law prohibits the elimination or
limitation of liability of directors for breach of fiduciary duty.
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Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The Exhibit Index immediately preceding the exhibits is
incorporated herein by reference.
Item 9. Undertakings
1. The 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 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.
(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.
2. The 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.
3. 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
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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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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 Nashua, New
Hampshire on the 7th day of April, 1995.
IGI, INC.
/s/ Edward B. Hager
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Chairman and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of IGI, Inc., hereby
severally constitute Edward B. Hager, John P. Gallo, Henry A. Malkasian
and Paul P. Brountas, and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for
us and in our names in the capacities indicated below, the Registration
Statement on Form S-8 filed herewith and any and all subsequent
amendments to said Registration Statement, and generally to do all such
things in our names and behalf in our capacities as officers and
directors to enable IGI, Inc. to comply with all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by said attorneys, or any of them, to
said Registration Statement and any and all amendments thereto.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.
Signature Title Date
/s/ Edward B. Hager Chairman and Chief April 7, 1995
-------------------------- Executive Officer
Edward B. Hager (Principal Executive
Officer)
/s/ John P. Gallo President and Director April 7, 1995
--------------------------
John P. Gallo
/s/ Donald J. MacPhee Vice President April 7, 1995
-------------------------- and Controller (Principal
Donald J. MacPhee Financial and Accounting
Officer)
/s/ Henry A. Malkasian Director April 7, 1995
--------------------------
Henry A. Malkasian
/s/ Jane E. Hager Director April 7, 1995
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Jane E. Hager
/s/ David G. Pinosky Director April 7, 1995
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David G. Pinosky
/s/ John O. Marsh, Jr. Director April 7, 1995
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John O. Marsh, Jr.
/s/ Terrence O'Donnell Director April 7, 1995
--------------------------
Terrence O'Donnell
/s/ Dick Cheney Director April 7, 1995
--------------------------
Dick Cheney
/s/ Constantine L. Hampers Director April 7, 1995
--------------------------
Constantine L. Hampers
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Exhibit Index
Exhibit
Number Description Page
4.1 Certificate of Incorporation of
the Registrant, as amended (incorporated
by reference to Exhibit 4.1 to the
Registrant's Registration Statement
on Form S-8 (File No. 33-63700) filed on
June 2, 1993) *
4.2 By-laws of the Registrant, as
amended (incorporated by reference
to Exhibit (2)(b) to the Registrant's
Registration Statement on Form S-18
(File No. 2-72262-B) filed on
May 12, 1981) *
4.3 Specimen stock certificate for shares
of Common Stock, par value $.01 per share
(incorporated by reference to Exhibit (4)
to the Registrant's Annual Report on
Form 10-K for the fiscal year ended
December 31, 1989, filed April 2, 1990
(the "1989 Form 10-K")) *
4.4 Rights Agreement by and between the Registrant
and Fleet National Bank dated as of March 19,
1987 (incorporated by reference to Exhibit (4)
to the Registrant's Current Report on Form 8-K,
dated as of March 26, 1987) *
4.5 Amendment to Rights Agreement by and among the
Registrant, Fleet National Bank and State Street
Bank and Trust Company dated as of March 23, 1990
(incorporated by reference to Exhibit (10)(g) to
the 1989 Form 10-K) *
5 Opinion of Hale and Dorr 9
23.1 Consent of Coopers & Lybrand L.L.P. 11
23.2 Consent of Hale and Dorr
(included in Exhibit 5)
24 Power of Attorney (included on the
signature pages of this Registration Statement)
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*Incorporated herein by reference.
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EXHIBIT 5
Hale and Dorr
60 State Street
Boston, Massachusetts 02109
April 7, 1995
IGI, Inc.
Wheat Road & Lincoln Avenue
Buena, New Jersey 08310
Re: IGI, Inc.
Non-Qualified Stock Option Plan
Gentlemen:
We have assisted in the preparation of a Registration Statement on
Form S-8 (the "Registration Statement") to be filed on April 7, 1995
with the Securities and Exchange Commission relating to 250,000 shares
of the Common Stock, $.01 par value per share ("Shares"), of IGI, Inc.,
a Delaware corporation (the "Company"), issuable under the IGI, Inc.
Non-Qualified Stock Option Plan (the "Plan").
We have examined the Certificate of Incorporation and By-laws of
the Company, each as amended to date, and originals, or copies
certified to our satisfaction, of all pertinent records of the meetings
of the directors and stockholders of the Company, the Registration
Statement and such other documents relating to the Company as we have
deemed material for the purposes of this opinion.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents
submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies and
the authenticity of the originals of such latter documents.
Based upon the foregoing, we are of the opinion that the Company
is a corporation duly incorporated and validly existing under the laws
of the State of Delaware and that the Company has duly authorized for
issuance the Shares, and the Shares, when issued and paid for in
accordance with the terms of the Plan and at a price per share in
excess of the par value per share for such Shares, will be legally
issued, fully-paid and nonassessable.
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IGI, Inc.
April 7, 1995
Page 2
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission in connection with the Registration
Statement.
Very truly yours,
HALE AND DORR
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of IGI, Inc. on Form S-8 of our report, dated March 31, 1995,
on our audits of the consolidated financial statements and financial
statement schedules of IGI, Inc. as of December 31, 1994 and 1993, and
for the years ended December 31, 1994, 1993 and 1992, which report is
included in the Annual Report on Form 10-K incorporated by reference
into this Registration Statement.
Coopers & Lybrand L.L.P.
Philadelphia, Pennsylvania
April 7, 1995
