As filed with the Securities and Exchange Commission on May 15, 1997
Registration Statement No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-3
----------------------
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 No.)
Wheat Road & Lincoln Avenue
Buena, New Jersey 08310
(609) 697-1441
(Address, Including Zip Code, and
Telephone Number, Including Area Code,
of Registrant's Principal
Executive Offices)
----------------------
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)
Copy to:
David A. White, Esq.
White & McDermott, P.C.
Suite 209
65 William Street
Wellesley, Massachusetts 02181
(617) 431-1700
Approximate date of commencement of proposed sale to public: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
<PAGE>
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, as amended, other than securities offered
only in connection with dividend or interest reinvestment plans, check
the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, as amended, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of each Class of Amount to be Price per Offering Registration
Securities to be Registered Registered Share (1) Price (1) Fee
- --------------------------- ------------ --------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 110,000 shares $5.1875 $570,625 $172.92
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) 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 May 9, 1997.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until the Registration Statement shall
become effective on such date as the Commission, acting pursuant to said Section
8(a), shall determine.
<PAGE>
110,000 Shares
IGI, INC.
Common Stock
---------------------
The shares of common stock, $.01 par value per share (the "Common Stock"), of
IGI, Inc. ("IGI" or the "Company") covered by this Prospectus are issued and
outstanding shares which may be offered and sold, from time to time, for the
account of certain stockholders of the Company (the "Selling Stockholders"). See
"Selling Stockholders." The shares of Common Stock covered by this Prospectus
were issued to the Selling Stockholders in private placements exempt from
registration under federal securities laws. All of the shares offered hereunder
are to be sold by the Selling Stockholders. The Company will not receive any of
the proceeds from the sale of the shares by the Selling Stockholders but will
bear all expenses incurred in effecting the registration of such shares,
including all registration and filing fees, "blue sky" fees, printing expenses,
and the legal fees of counsel to the Company. The Selling Stockholders will bear
all brokerage or underwriting expenses or commissions, if any, applicable to
their respective shares.
The Selling Stockholders may from time to time sell the shares covered by this
Prospectus on the American Stock Exchange in ordinary brokerage transactions, in
negotiated transactions, or otherwise, at market prices prevailing at the time
of sale or at negotiated prices. See "Plan of Distribution." The Common Stock is
traded on the American Stock Exchange under the symbol "IG."
----------------------
THE SHARES OFFERED HEREBY INVOLVE A HIGH DEGREE
OF RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 1.
----------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
---------------------
The date of this Prospectus is May , 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities and
Exchange Commission (the "Commission"). Reports, proxy statements and other
information filed by the Company with the Commission pursuant to the
informational requirements of the Exchange Act may be inspected and copied at
the public reference facilities maintained by the Commission at 450 Fifth Street
NW, Washington DC 20549 and at the Commission's regional offices located at
Seven World Trade Center, Suite 1300, New York NY 10048, and at Citicorp Center,
500 West Madison Street, Suite 1400, Chicago IL 60661. Copies of such materials
also may be obtained from the Public Reference Section of the Commission at 450
Fifth Street NW, Washington DC 20549 at prescribed rates. In addition, the
Company is required to file electronic versions of these documents with the
Commission through the Commission's Electronic Data Gathering, Analysis and
Retrieval (EDGAR) system. The Commission maintains a World Wide Web site at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission. The Common Stock of the Company is traded on the American Stock
Exchange under the symbol "IG." Reports and other information concerning the
Company may be inspected at the offices of the American Stock Exchange, 86
Trinity Place, New York NY 10006.
The Company has filed with the Commission a Registration Statement on
Form S-3 under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the shares of Common Stock offered hereby. This Prospectus does
not contain all the information set forth in the Registration Statement and the
exhibits and schedules thereto, as certain items are omitted in accordance with
the rules and regulations of the Commission. For further information pertaining
to the Company and the shares of Common Stock offered hereby, reference is made
to such Registration Statement and the exhibits and schedules thereto, which may
be inspected without charge at the office of the Commission at 450 Fifth Street
NW, Washington DC 20549, and copies of which may be obtained from the Commission
at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
(2) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1997; and
(3) The Company's Registration Statement on Form 8-A dated June 9,
1988 registering the Common Stock under Section 12(b) of the Exchange Act.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof and prior to the termination of the offering of the Common Stock
registered hereby shall be deemed to be incorporated by reference into
this
<PAGE>
Prospectus and to be a part hereof from the date of filing such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any or all of the foregoing documents incorporated by reference into this
Prospectus (without exhibits to such documents other than exhibits specifically
incorporated by reference into such documents). Requests for such copies should
be directed to the Treasurer of the Company, Wheat Road & Lincoln Avenue, Buena,
New Jersey 08310; telephone (609) 697-1441.
No person has been authorized to give any information or to make any
representations in connection with this offering other than those contained in
this Prospectus and, if given or made, such other information and
representations must not be relied upon as having been authorized by the
Company. Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof or that the
information contained herein is correct as of any time subsequent to its date.
This Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any securities other than the registered securities to which it
relates. This Prospectus does not constitute an offer to sell or a solicitation
of an offer to buy such securities in any circumstances in which such offer or
solicitation is unlawful.
<PAGE>
THE COMPANY
IGI is a diversified company engaged in two business segments:
o Animal Health Products Business -- production and marketing of
animal health products such as poultry vaccines, veterinary pharmaceuticals and
other products, including nutritional supplements and grooming aids; and
o Cosmetics and Consumer Products Business -- production and marketing
of cosmetic, dermatologic and consumer products, many using IGI's licensed
Novasome(R) artificial lipid vesicle technology ("Novasome").
In December 1995, IGI distributed its ownership of its majority-owned
subsidiary, Novavax, Inc. ("Novavax"), in the form of a tax-free stock dividend,
to IGI stockholders. Novavax had conducted the Biotechnology Business segment of
IGI, which had been reported as a discontinued operation. In connection with the
distribution, IGI paid Novavax $5,000,000 in return for a fully paid-up,
ten-year license (the "IGI License Agreement") entitling it to the exclusive use
of the Novavax Technologies in the fields of (i) animal pharmaceuticals,
biologicals and other animal health products; (ii) foods, food applications,
nutrients and flavorings; (iii) cosmetics, consumer products and dermatological
over-the-counter and prescription products (excluding certain topically
delivered hormones); (iv) fragrances; and (v) chemicals, including herbicides,
insecticides, pesticides, paints and coatings, photographic chemicals and other
specialty chemicals; and the processes for making the same (collectively, the
"Field"). IGI has the option, exercisable within the last year of the ten-year
term, to extend the exclusive license for an additional ten-year period for
$1,000,000. Novavax has retained the right to use its Novavax Technologies for
all applications outside the IGI Field, including human vaccines and
pharmaceuticals.
IGI's executive offices are located at Wheat Road & Lincoln Avenue,
Buena, New Jersey 08310 (telephone (609) 697-1441). The Company was
incorporated in Delaware in 1977.
RISK FACTORS
In addition to the other information contained elsewhere in this
Prospectus, the following factors should be considered carefully by potential
investors in evaluating an investment in the shares of Common Stock offered
hereby.
Intellectual Property Considerations. IGI is entitled to license from
Novavax any improvement to the Novavax Technologies developed by Novavax within
the IGI Field. However, IGI and Novavax could disagree as to whether a certain
development is within the IGI Field or, more generally, whether the development
is an improvement of Novavax Technologies or is a separate technology outside
the parameters of the IGI License Agreement. Disputes regarding the IGI License
Agreement could involve extensive costs, including, without limitation, costs
associated with litigation and delays in the sale or manufacture of products.
Although IGI believes it has adequate patent protection for its
products, there can be no assurance that claims of patent infringement will not
be asserted or that IGI will not be required to incur the expense of defending
its patent rights.
<PAGE>
Further, IGI intends to engage in collaborations, sponsored research
agreements and preclinical and/or field testing agreements in connection with
its future products as well as clinical testing agreements with academic and
research institutions and U.S. government agencies, such as the Department of
Agriculture, to take advantage of their technical expertise and staff and to
gain access to clinical evaluation models, patents and related technology.
Consistent with pharmaceutical industry and academic standards, and the rules
and regulations under the Federal Technology Transfer Act of 1986, these
agreements may provide that developments and results will be freely published,
that information or materials supplied by IGI will not be treated as
confidential and that IGI may be required to negotiate a license to any such
developments and results in order to commercialize products incorporating them.
There can be no assurance with IGI will be able successfully to obtain any such
license at a reasonable cost or that such developments and results will not be
made available to competitors of IGI on an exclusive or nonexclusive basis. (See
also, Need to Establish Collaborative Commercial Relationships; Dependence on
Partners).
Competition. IGI's core businesses are highly competitive. Increased
competition could result in price reductions and loss of market share which
would adversely affect IGI's revenues and profitability. In February 1996, IGI
launched its own line of Novasome-based alpha hydroxy acid skin care products.
At the end of December 1996, IGI entered into a license agreement with Glaxo
Wellcome, which grants Glaxo Wellcome the exclusive right to market this product
line in the United States to physicians, including, but not limited to,
dermatologists. Under the agreement, which was amended in January 1997, IGI will
manufacture and distribute these products to Glaxo customers. IGI retains the
rights to market this product line to non-physicians in the U.S., and in all
markets abroad. IGI has not historically produced or marketed dermatology
products for this intensely competitive marketplace, and there can be no
assurance that its efforts to build this part of its business will be
successful. Further, IGI expects to rely on the features of the Novavax
Technologies to market and expand its line of internally-developed dermatologic
products. However, if its competitors develop new and improved technologies that
are superior to IGI's technologies, IGI's planned expansion of its line of
personal care and dermatologic products could be adversely affected.
IGI's Consumer Products Business competes with large, well-financed
cosmetics and consumer products companies with development and marketing groups
that are experienced in the industry and possess far greater resources than
those available to IGI. There is no assurance that IGI's consumer products can
compete successfully against its competitors or that it can develop and market
new products that will be favorably received in the marketplace. In addition,
certain of IGI's customers that use IGI's Novasome lipid vesicles in their
products may decide to reduce their purchases from IGI or shift their business
to other suppliers. The emergence of pet superstores, the consolidation of
distribution channels into a smaller number of large, more powerful companies
and the diminishing traditional role of veterinarians in the animal health
business may adversely affect IGI's ability to expand its animal health business
and to operate this business at the gross margin levels historically enjoyed by
IGI.
<PAGE>
Need to Establish Collaborative Commercial Relationships; Dependence on
Partners. IGI intends to engage in the production of Novasomes or licensing of
the Novavax Technologies for consumer and industrial uses, and has entered into
agreements and arrangements to develop products utilizing the Novavax
Technologies for a variety of uses. Although certain products have been marketed
by IGI, there can be no assurance that prototypes of products developed or being
developed by IGI in conjunction with prospective customers will ever be
marketed, or that sufficient revenues or profit margins will be achieved.
Furthermore, there can be no assurance that IGI will be able to negotiate new
contracts or arrangements with prospective customers, or that any such
relationships, if established, will be commercially successful. (See also,
Competition).
Marketing and Distribution. IGI intends to produce Novasome
encapsulation products to be marketed by its customers, or to sublicense the
Novavax Technologies to customers. Therefore, IGI is dependent upon its
customers for the successful marketing of certain Novasome-based products.
Certain products initially developed for customers and incorporating Novavax
Technologies are being or may be sold by IGI. Because IGI presently has limited
distribution channels, it intends to rely upon distributors and third-party
sales organizations to market these products. There can be no assurance that IGI
will enter into successful or suitable marketing arrangements.
International Sales, Regulatory Standards and Currency Exchange.
International sales of IGI's poultry vaccines and small animal products have
accounted for a significant portion of IGI's net sales, and IGI expects that
international sales will continue to constitute a significant portion of its net
sales. IGI has encountered increasingly severe competition from international
producers of poultry vaccines, particularly increased price competition coupled
with a downward trend in vaccine prices. Further, while many of IGI's current
products are designed to meet the regulatory standards of foreign markets, any
inability to obtain foreign regulatory approvals on a timely basis could have an
adverse effect on operating results. Additionally, international business may be
subject to a variety of risks, including delays in establishing international
distribution channels and increased costs associated with maintaining
international marketing efforts. Mexico and certain Latin American countries are
important markets for IGI's poultry vaccines and other products. These countries
have historically experienced varying degrees of political unrest and economic
and currency instability. Because of the volume of business transacted by IGI in
those countries, continuation or the recurrence of such unrest or instability
could adversely affect the businesses of its customers in those countries or
IGI's ability to collect its receivables from such customers, which in either
case could adversely impact IGI's future operating results. IGI is also subject
to the usual risks of doing business abroad, including fluctuations in currency
exchange rates, increases in duty rates, difficulties in obtaining export
licenses and difficulties in enforcement of intellectual property rights.
Fluctuations in Quarterly Performance. IGI's revenues and operating
results may vary significantly from quarter to quarter due to factors such as
the timing of significant orders, changes in IGI's operating expenses, personnel
changes, demand for IGI's products, supply shortages and the like. Due to the
foregoing factors, IGI believes that period-to-period comparisons of its
operating results are not necessarily meaningful and that such comparisons
cannot be relied upon as indicators of future performance. It is also possible
that with respect to any quarter, IGI's operating results may be below the
expectations of public market analysts and investors, which, in turn, could
materially adversely affect the price of IGI's Common Stock.
<PAGE>
Government Regulation. The production and marketing of IGI's products
and its research and development activities are subject to regulation for
safety, efficacy and quality by numerous government authorities in the United
States and other countries. IGI's development, manufacturing and marketing of
poultry biologics are subject to regulation in the United States for safety and
efficacy by the United States Department of Agriculture ("USDA") in accordance
with the Virus Serum Toxin Act of 1914. The development, manufacturing and
marketing of veterinary pharmaceuticals are subject to regulation in the United
States for safety and efficacy by the Food and Drug Administration ("FDA") in
accordance with the Food, Drug and Cosmetic Act.
In the United States, pharmaceuticals and vaccines are subject to
rigorous FDA regulation including preclinical and clinical testing. The process
of completing clinical trials and obtaining FDA approvals for a new drug is
likely to take a number of years, requires the expenditure of substantial
resources and is often subject to unanticipated delays. There can be no
assurance that any product will receive such approval on a timely basis, if at
all.
In addition to product approval, IGI may be required to obtain a
satisfactory inspection by the FDA covering the manufacturing facilities before
a product can be marketed in the United States. The FDA will review the
manufacturing procedures and inspect the facilities and equipment for compliance
with applicable rules and regulations. Any material change by IGI in the
manufacturing process, equipment or location would necessitate additional FDA
review and approval. Further, the FDA may determine that IGI's alpha hydroxy
acid-based products are "drugs" and, therefore, should be subject to the
expensive and sometimes protracted FDA regulatory approval process.
Whether or not FDA approval has been obtained, approval of a
pharmaceutical product by comparable government regulatory authorities in
foreign countries must be obtained prior to the commencement of clinical trials
and subsequent marketing of such product in such countries. The approval
procedure varies from country to country, and the time required may be longer or
shorter than that required for FDA approval. Although there are some procedures
for unified filing in certain European countries, in general each country has
its own procedures and requirements. Certain of IGI's products may not be
approved for sale overseas on a timely basis, thereby limiting IGI's ability to
expand its foreign sales.
In addition to regulations enforced by the USDA and the FDA, IGI is
also subject to regulation under the Occupational Safety and Health Act, the
Toxic Substances Control Act, the Resource Conservation and Recovery Act and
other present and potential future federal, state or local regulations.
<PAGE>
Hazardous Materials; Environmental Matters. IGI's research and
development processes may involve the controlled use of hazardous materials,
chemicals, viruses and bacteria. IGI is subject to federal, state and local
laws, regulations and standards governing the use, manufacture, storage,
handling and disposal of such materials and certain waste products. Although IGI
believes that its safety procedures for handling and disposing of such materials
comply with the standards prescribed by such laws and regulations, the risk of
accidental contamination or injury from these materials cannot be completely
eliminated. In the event of such an accident, IGI could be held liable for any
damages that result and any such liability could exceed the IGI's resources.
Although IGI believes that it is in compliance in all material respects with
applicable environmental laws and regulations and currently does not expect to
make material capital expenditures for environmental control facilities in the
near term, there can be no assurance that IGI will not be required to incur
significant costs to comply with environmental laws and regulations in the
future.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of Common Stock
by the Selling Stockholders.
SELLING STOCKHOLDERS
There are two unrelated selling shareholders (the "Selling
Shareholders"), whose shares are covered by this Prospectus. One of the Selling
Shareholders is Allergan, Inc. ("Allergan"), holding 25,000 shares of Common
Stock issued to it in connection with the settlement of a dispute between
Allergan and the Company and two of its officers. The Company and said officers
consented, in an agreement dated July 22, 1996, to a mutual release of claims,
without such constituting an admission of liability or an admission of any
unlawful act or breach of duty, in exchange for the issuance to Allergan of
Common Stock equal to $175,000 on the day prior to the date the Company's
transfer agent was requested to issue such stock. The Company made such request
on January 8, 1997 and, in accordance with such agreement, 25,000 shares of
Common Stock were issued to Allergan on January 9, 1997, which constitute the
shares to be offered by Allergan pursuant to this Prospectus.
The second selling stockholder is John P. Gallo, President and a
director of IGI ("Mr. Gallo"). Mr. Gallo acquired the Common Stock he is
seeking to sell hereby on January 5, 1984 in connection with the
reorganization of Medatz, Inc. and IGI, whereby Medatz, Inc. became a wholly
owned subsidiary of IGI and Mr. Gallo, as the holder of 170 shares of Medatz,
Inc. common stock, became the holder of 85,000 shares of Common Stock. The
Common Stock Mr. Gallo acquired in such reorganization has not previously been
registered.
The following table sets forth the number of shares of Common Stock
beneficially owned by each Selling Stockholder as of May 9, 1997, the number of
shares to be offered by each Selling Stockholder pursuant to this Prospectus and
the number of shares to be beneficially owned by each Selling Stockholder if all
of the shares offered hereby are sold as described herein. Allergan has not held
any positions or offices with, been employed by, or
<PAGE>
otherwise had a material relationship with, the Company or any of its
predecessors or affiliates (except that certain employees of the Company were
formerly employed by Allergan). Mr. Gallo has served as President, Chief
Operating Officer and a director of IGI since 1985. In addition, Mr. Gallo
serves as a director and member of the executive committee of the Board of
Directors of Novavax. Further, Mr. Gallo served as Chief Operating Officer
and Treasurer of Novavax from September 1995 to June 30, 1996 and from
September 1995 to May 1996, respectively, as President of Novavax from January
through September 1995, as Vice President of IGI from 1983 to 1984 and as Vice
President of Vineland Laboratories, Inc. and Evsco Pharmaceutical Corp.
(subsidiaries of IGI) from 1973 to 1983.
<TABLE>
<CAPTION>
Number of Shares of Number of Shares of
Common Stock Number of Shares Common Stock
Name of Selling Beneficially Owned as of Common Stock Beneficially Owned
Stockholder of May 9, 1997 Offered Hereby After Offering
- --------------- --------------------- ----------------- --------------------
<S> <C> <C> <C>
Allergan, Inc. 25,000 25,000 0
John P. Gallo 663,397(1) 85,000 578,397
</TABLE>
- ----------
(1) Includes 345,000 shares which Mr. Gallo may acquire pursuant to stock
options exercisable within 60 days after May 9, 1997.
PLAN OF DISTRIBUTION
Shares of Common Stock covered hereby may be offered and sold from time to
time by the Selling Stockholders. The Selling Stockholders will act
independently of the Company and of each other in making decisions with respect
to the timing, manner and size of each sale. Such sales may be made on the
American Stock Exchange, in the over-the-counter market or otherwise, at prices
related to the then current market price or in negotiated transactions,
including one or more of the following methods: (a) purchases by the
broker-dealer as principal and resale by such broker or dealer for its account
pursuant to this Prospectus; (b) ordinary brokerage transactions and
transactions in which the broker solicits purchasers; and (c) block trades in
which the broker-dealer so engaged will attempt to sell the shares as agent but
may position and resell a portion of the block as principal to facilitate the
transaction. The Company has been advised by each Selling Stockholder that it or
he, respectively, has not made any arrangements relating to the distribution of
the shares covered by this Prospectus. In effecting sales, broker-dealers
engaged by the Selling Stockholders may arrange for other broker-dealers to
participate. Broker-dealers will receive commissions or discounts from the
Selling Stockholders in amounts to be negotiated immediately prior to the sale.
In offering the shares of Common Stock covered hereby, the Selling
Stockholders and any broker-dealers and any other participating broker-dealers
who execute sales for the Selling Stockholders may be deemed to be
"underwriters" within the meaning of the Securities Act in connection with such
sales, and any profits realized by the Selling Stockholders and the compensation
of such broker-dealer may be deemed to be underwriting discounts and
commissions.
<PAGE>
The Company has advised the Selling Stockholders that during such time
as either of them may be engaged in a distribution of Common Stock included
herein it or he is required to comply with Rules 10b-6 and 10b-7 under the
Exchange Act (as those Rules are described in more detail below) and, in
connection therewith, that neither it nor he may engage in any stabilization
activity in connection with IGI securities, is required to furnish to each
broker-dealer through which Common Stock included herein may be offered copies
of this Prospectus, and may not bid for or purchase any securities of the
Company or attempt to induce any person to purchase any IGI securities except as
permitted under the Exchange Act. Each Selling Stockholder has agreed to inform
the Company when the distribution of the shares is completed.
Rule 10b-6 under the Exchange Act prohibits, with certain exceptions,
participants in a distribution from bidding for or purchasing, for an account in
which the participant has a beneficial interest, any of the securities that are
the subject of the distribution. Rule 10b-7 governs bids and purchases made in
order to stabilize the price of a security in connection with a distribution of
the security.
This offering will terminate on the date on which all shares offered
hereby have been sold by the Selling Stockholders.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by White & McDermott, P.C., Wellesley Massachusetts.
EXPERTS
The consolidated financial statements and financial statement schedule
of IGI at December 31, 1996 and 1995, and for the years ended December 31, 1996,
1995 and 1994 included in IGI's Annual Report on Form 10-K for the year ended
December 31, 1996 and incorporated herein by reference have been incorporated
herein in reliance on the report of Coopers & Lybrand L.L.P., independent
accountants, given on the authority of that firm as experts in accounting and
auditing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses in connection with this Registration Statement, which are payable
by the Company, are estimated as follows:
SEC Registration Fee .......................................... $ 172.92
Legal (including Blue Sky) and Accounting Fees and Expenses ... $10,000.00
Miscellaneous ................................................. $ 827.08
----------
$11,000.00
==========
Item 15. 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 Company'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 Company
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 Company's Certificate of Incorporation provides
that no director of the Company 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.
<PAGE>
Item 16. Exhibits.
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")).
5 Opinion of White & McDermott, P.C.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of White & McDermott, P.C. (included in Exhibit 5)
24 Power of Attorney (included on the signature
pages of this Registration Statement)
- ----------------
*Incorporated herein by reference.
Item 17. 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");
(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.
<PAGE>
(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 being registered, the Company 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.
<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-3 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 13th day of May, 1997.
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, Donald J. MacPhee and David A. White, 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-3 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.
<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 May 13, 1997
- --------------------- Executive Officer
Edward B. Hager (Principal Executive
Officer)
/s/ John P. Gallo President and Director May 13, 1997
- ---------------------
John P. Gallo
/s/ Donald J. MacPhee Vice President and May 13, 1997
- ---------------------- Controller (Principal
Donald J. MacPhee Financial and Chief
Accounting Officer)
/s/ Jane E. Hager Director May 13, 1997
- -----------------------
Jane E. Hager
/s/ David G. Pinosky Director May 13, 1997
- -----------------------
David G. Pinosky
/s/ Terrence O'Donnell Director May 13, 1997
- -----------------------
Terrence O'Donnell
/s/ Constantine L. Hampers Director May 13, 1997
- --------------------------
Constantine L. Hampers
/s/ Terrence D. Daniels Director May 13, 1997
- --------------------------
Terrence D. Daniels
/s/ Paul D. Paganucci Director May 13, 1997
- --------------------------
Paul D. Paganucci
<PAGE>
Exhibit 5
White & McDermott, P.C.
65 William Street, Suite 209
Wellesley Massachusetts 02181
May 15, 1997
IGI, INC.
Wheat Road & Lincoln Avenue
Buena, New Jersey 08310
Ladies and Gentlemen:
We have assisted in the preparation of the Registration Statement on
Form S-3 (the "Registration Statement") filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to the
registration of 110,000 shares of common stock, $.01 par value per share (the
"Shares"), of IGI, Inc., a Delaware corporation (the "Company"), held by certain
selling stockholders of the Company.
We have examined the Certificate of Incorporation and By-Laws of the
Company and all amendments thereto and have examined and relied on the
originals, or copies certified to our satisfaction, of such records of meetings,
written actions in lieu of meetings, or resolutions adopted at meetings, of the
directors of the Company and such other documents and instruments as in our
judgment are necessary or appropriate to enable us to render the opinions
expressed below.
In our examination of the foregoing documents, we have assumed (i) the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, (ii) the conformity to the originals of all documents submitted
to us as certified, photostatic or facsimile copies, and (iii) the authenticity
of the originals of such documents.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly and validly authorized and issued and are fully paid and
non-assessable.
We hereby consent to the use of our name in the Registration Statement
and in the related Prospectus under the caption "Legal Matters" and to the
filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ White & McDermott, P.C.
---------------------------
WHITE & MCDERMOTT, P.C.
W&McD/ps
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of IGI, Inc. on Form S-3 of our report, dated March 27, 1997, on our
audits of the consolidated financial statements and financial statement schedule
of IGI, Inc. as of December 31, 1996 and 1995, and for the years ended December
31, 1996, 1995 and 1994, which report is included in the Annual Report on Form
10-K incorporated by reference into this Registration Statement. We also consent
to the reference to our firm under the caption "Experts."
/s/ Coopers & Lybrand L.L.P.
- -----------------------------------
Coopers & Lybrand L.L.P.
Philadelphia, PA
May 15, 1997
