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As filed with the Securities and Exchange Commission on December 21, 1995
Registration Statement 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 Juris- (I.R.S. Employer
diction of Incorpora- Identification No.)
tion or Organization)
WHEAT ROAD & LINCOLN AVENUE
BUENA, NEW JERSEY 08310
(Address, Including Zip Code,
of Principal Executive Offices)
IGI, INC.
1991 STOCK OPTION PLAN
(Full Title of the Plan)
EDWARD B. HAGER, M.D.
IGI, INC.
WHEAT ROAD & LINCOLN AVENUE
BUENA, NEW JERSEY 08310
(609) 697-1441
(Name, Address, Including Zip Code, and
Telephone Number, Including Area Code,
of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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| | | Proposed | Proposed | |
| | | Maximum | Maximum | Amount |
| | Amount | Offering | Aggregate | of Regis-|
| Title of Each Class | to be | Price Per | Offering | tration |
| of Securities to be Registered |Registered| Share(1) | Price(1) | Fee |
<S> <C> <C> <C> <C>
---------------------------------------------------------------------------------------------
|Common Stock, $.01 par value.......... | 700,000 | $7.125 | $4,987,500 | $1,720 |
| | shares | | | |
=============================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rules 457(c) and 475(h) of the Securities Act of 1933, as amended, and
based upon the average of the reported high and low sale prices of the
Registrant's Common Stock on the American Stock Exchange on December 18,
1995.
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STATEMENT OF INCORPORATION BY REFERENCE
Except as otherwise set forth below, this Registration Statement on Form
S-8 incorporates by reference the contents of the Registration Statement on Form
S-8 (File No. 33-63700) (the "Initial Registration Statement") relating to the
Registrant's 1991 Stock Option Plan.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3 of the Initial Registration Statement is amended and restated in
its entirety as follows:
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:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994.
(b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 1995, June 30, 1995 and September 30, 1995.
(c) The description of the common stock of the Registrant, $.01 par
value per share (the "Common Stock"), contained in a Registration
Statement on Form 8-A (File No. 1-8568) pursuant to Section 12(b) of the
Exchange Act.
(d) The Registrant's definitive proxy materials, dated April 14, 1995,
relating to the 1995 Annual Meeting of Stockholders.
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 9 of the Initial Registration Statement is amended and restated in
its entirety as follows:
ITEM 9. UNDERTAKINGS
The Company 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 of 1933, as amended (the "Securities Act");
-2-
<PAGE>
(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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Securities and
Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 this Registration Statement;
provided, however, that paragraphs (1)(i) and (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 Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at the 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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 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 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 the 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
Company pursuant to the indemnification provisions described herein, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange 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 Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities
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<PAGE>
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 Town of Lyndeboro, New Hampshire on the 21st day of December,
1995.
IGI, INC.
By: /s/ Edward B. Hager
------------------------
Edward B. Hager
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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<PAGE>
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 December 21, 1995
- --------------------------
Edward B. Hager Executive Officer
(Principal Executive
Officer)
/s/ John P. Gallo President and Director December 21, 1995
- --------------------------
John P. Gallo
/s/ Donald J. MacPhee Vice President December 21, 1995
- --------------------------
Donald J. MacPhee and Controller (Principal
Financial and Accounting
Officer)
/s/ Henry A. Malkasian Director December 21, 1995
- --------------------------
Henry A. Malkasian
/s/ Jane E. Hager Director December 21, 1995
- --------------------------
Jane E. Hager
/s/ David G. Pinosky Director December 21, 1995
- --------------------------
David G. Pinosky
/s/ John O. Marsh, Jr. Director December 21, 1995
- --------------------------
John O. Marsh, Jr.
/s/ Terrence O'Donnell Director December 21, 1995
- --------------------------
Terrence O'Donnell
/s/ Dick Cheney Director December 21, 1995
- --------------------------
Dick Cheney
/s/ Constantine L. Hampers Director December 21, 1995
- --------------------------
Constantine L. Hampers
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EXHIBIT INDEX
EXHIBIT DESCRIPTION OF EXHIBIT PAGE
- ------- ---------------------- ----
4.1 Specimen stock certificate for shares of Common Stock, par value
$.01 per share (incorporated by reference to Exhibit (4) to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1989, filed April 2, 1990 (the "1989 Form 10-K")) *
4.2 Rights Agreement by and between the Company and Fleet National
Bank dated as of March 19, 1987 (incorporated by reference to
Exhibit (4) to the Company's Current Report on Form 8-K, dated
as of March 26, 1987)......................................... *
4.3 Amendment to Rights Agreement by and among the Company, 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...................................... 8
23.1 Consent of Coopers & Lybrand L.L.P............................ 10
23.2 Consent of Hale and Dorr (included in Exhibit 5)..............
24 Power of Attorney (included on the signature pages of this
Registration Statement).......................................
___________
* Incorporated herein by reference.
<PAGE>
Exhibit 5
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Hale and Dorr
60 State Street
Boston, Massachusetts 02109
December 21, 1995
IGI, Inc.
Wheat Road & Lincoln Avenue
Buena, New Jersey 08310
Re: IGI, Inc.
IGI, Inc. 1991 Stock Option Plan
--------------------------------
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities and Exchange
Commission relating to 700,000 shares of the Common Stock, $.01 par value per
share ("Shares"), of IGI, Inc., a Delaware corporation (the "Company"), issuable
under the IGI, Inc. 1991 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, the Company's
Registration Statement on Form S-8 (File No. 33-63700) 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, photostatic or facsimile copies and the authenticity of the
originals of any such documents.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized for issuance under the Plan, and that 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.
<PAGE>
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
<PAGE>
Exhibit 23.1
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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
December 20, 1995
