As filed with the Securities and Exchange Commission
on November 19, 1998
Registration No. 333-________
- --------------------------------------------------------------------------------
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.
1998 DIRECTORS STOCK 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
<TABLE>
<CAPTION>
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered Per Share Offering Price Registration Fee
---------------- ---------- --------- -------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, 200,000 shares $2.85 (1) $570,000 (1) $158.46
$.01 par value
</TABLE>
(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 November 5,1998
in accordance with Rules 457(c) and 457(h) of the Securities Act of 1933.
<PAGE>
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 1998 Directors Stock 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
Item 5. Interests of Named Experts and Counsel
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<PAGE>
Not applicable
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation has the power to indemnify a director, officer,
employee or agent of the corporation and certain other persons serving at the
request of the corporation in related capacities against amounts paid and
expenses incurred in connection with an action or proceeding to which he is or
is threatened to be made a party by reason of such position, if such person
shall have 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, in any criminal
proceeding, if such person had no reasonable cause to believe his conduct was
unlawful, provided that, in the case of actions brought by or in the right of
the corporation, no indemnification shall be made with respect to any matter as
to which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the adjudicating court determines that such
indemnification is proper under the circumstances. The Company's Certificate of
Incorporation, as amended, provides that the Company shall indemnify any and all
persons whom it shall have power to indemnify under Section 145 to the fullest
extent permitted by the Delaware General Corporation Law.
The Company has a directors and officers liability policy that insures the
Company's officers and directors against certain liabilities.
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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
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<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 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 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.
-4-
<PAGE>
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 against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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<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 Buena, New Jersey on the 19th day of November, 1998.
IGI, INC.
/s/ Edward B. Hager, M.D.
------------------------------------
Chairman and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of IGI, Inc., hereby severally
constitute Edward B. Hager, John F. Wall 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.
-6-
<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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Edward B. Hager, M.D. Chairman and Chief November 9, 1998
- -------------------------------- Executive Officer
Edward B. Hager, M.D. (Principal Executive
Officer)
/s/ John F. Wall Senior Vice President and November 10, 1998
- -------------------------------- Chief Financial Officer
John F. Wall (Principal Financial and
Accounting Officer)
- -------------------------------- Director November __, 1998
Terrence D. Daniels
/s/ Jane E. Hager
- -------------------------------- Director November 19, 1998
Jane E. Hager
/s/ Constantine L. Hampers, M.D.
- -------------------------------- Director November 9, 1998
Constantine L. Hampers, M.D.
/s/ Terrence O'Donnell
- -------------------------------- Director November 10, 1998
Terrence O'Donnell
- -------------------------------- Director November __, 1998
Paul D. Paganucci
/s/ David G. Pinosky
- -------------------------------- Director November 19, 1998
David G. Pinosky
/s/ F. Steven Berg
- -------------------------------- Director November 9, 1998
F. Steven Berg
</TABLE>
-7-
<PAGE>
Exhibit Index
Exhibit
Number Description Page
- ------ ----------- ----
4.1 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"))
5 Opinion of Hale and Dorr LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Hale and Dorr LLP (included in Exhibit 5)
24 Power of Attorney (included on the signature pages of this
Registration Statement)
*Incorporated herein by reference.
-8-
EXHIBIT 5
Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
November 19, 1998
IGI, Inc.
Wheat Road & Lincoln Avenue
Buena, New Jersey 08310
Re: IGI, Inc. 1998 Directors Stock Plan
-----------------------------------
Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8
(the "Registration Statement") to be filed on November 19, 1998 with the
Securities and Exchange Commission (the "Commission") relating to 200,000 shares
of the Common Stock, $.01 par value per share ("Shares"), of IGI, Inc., a
Delaware corporation (the "Company"), issuable under the IGI, Inc. 1998
Directors Stock 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, certificates of public
officials 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, the legal capacity of all individual signatories,
and the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as copies and
the authenticity of the originals of such latter documents.
We have not made any investigation of the laws of any jurisdiction other
than the federal laws of the United States, the state laws of the Commonwealth
of Massachusetts, and the Delaware General Corporation Law statute. To the
extent that the laws of any other jurisdiction govern any of the matters as to
which we are opining herein, we have assumed that such laws are identical to the
state laws of the Commonwealth of Massachusetts, and we are expressing no
opinion herein as to whether such assumption is reasonable or correct.
<PAGE>
Based upon the foregoing, we are of the opinion 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.
This opinion is based upon currently existing statutes, rules, regulations
and judicial decisions, and we disclaim any obligation to advise you of any
change in any of these sources of law or subsequent legal or factual
developments which might affect any matters or opinions set forth herein. Please
note that we are opining as to the matters expressly set forth herein, and no
opinion should be inferred as to any other matters. This opinion is solely for
your benefit in connection with the filing of the Registration Statement and may
not be quoted or relied upon by any other person or used for any other purpose,
without our prior written consent.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended
(the "Securities Act"). In giving such consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission.
Very truly yours,
/s/ Hale and Dorr LLP
-----------------------------
HALE AND DORR LLP
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated July 31, 1998, except as to Note 8,
which is as of August 19, 1998, appearing on page 33 of IGI Inc.'s Annual Report
on Form 10-K for the year ended December 31, 1997. We also consent to the
incorporation by reference of our report on the Financial Statement Schedule,
which appears on page 55 of such Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
- ----------------------------------
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
November 19, 1998
