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
(State or Other Jurisdiction of Incorporation or Organization)
01-0355758
(I.R.S. Employer Identification Number)
Wheat Road & Lincoln Avenue, Buena, New Jersey 08310
(856) 697-1441
(Address, Including Zip Code and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
IGI, INC. 1999 DIRECTOR STOCK OPTION PLAN
(Full Title of the Plan)
Robert E. McDaniel Copies to:
IGI, Inc. Paul C. Remus, Esquire
Wheat Road & Lincoln Avenue Devine, Millimet & Branch, P.A.
Buena, New Jersey 08310 111 Amherst Street
(856) 697-1441 P.O. Box 719
(Name and Address, Including Zip Code, Manchester, New Hampshire 03105
and Telephone Number, Including (603) 669-1000
Area Code, of Agent for Service of
Process)
Approximate date of commencement of proposed sale to public: From
time to time after the effective date of this registration statement.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Each Proposed Proposed
Class of Maximum Maximum Amount of
Securities To Amount to be Offering Price Aggregate Registration
Be Registered Registered Per Share (1) Offering Price (1) Fee
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 675,000 $0.6875 $464,063 $137
$.01 par value
----------------------------------------------------------------------------------------------
<FN>
<F1> 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 December
15, 2000 in accordance with Rules 457(c) and 457(h) of the Securities
Act of 1933.
</FN>
</TABLE>
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 1999 Director 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 (the "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
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
Registrant's Certificate of Incorporation, as amended, provides that
the Registrant shall indemnify any and all persons whom it shall have
the power to indemnify under Section 145 to the fullest extent
permitted by the Delaware General Corporation Law.
The Registrant has a directors and officers liability policy that
insures the Registrant'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;
(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 with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in 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.
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.
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 18th day of
December, 2000.
IGI, INC.
/s/ Robert E. McDaniel
------------------------------------
POWER OF ATTORNEY
We, the undersigned officers and directors of IGI, Inc., hereby severally
constitute and appoint Edward B. Hager, Robert E. McDaniel and John
Ambrose, 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.
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 of the Board December 18, 2000
----------------------------
EDWARD B. HAGER, M.D.
/s/ Robert E. McDaniel Chief Executive Officer December 18, 2000
---------------------------- (Principal executive
ROBERT E. MCDANIEL officer)
/s/ John Ambrose President December 18, 2000
----------------------------
JOHN AMBROSE
/s/ Domenic N. Golato Senior Vice President and December 18, 2000
---------------------------- Chief Financial Officer
DOMENIC N. GOLATO (Principal financial officer
and Principal accounting
officer)
/s/ Stephen J. Morris Director December 18, 2000
----------------------------
STEPHEN J. MORRIS
/s/ Terrence D. Daniels Director December 18, 2000
----------------------------
TERRENCE D. DANIELS
/s/ Jane E. Hager Director December 18, 2000
----------------------------
JANE E. HAGER
/s/ Constantine L. Hampers, M.D. Director December 18, 2000
----------------------------
CONSTANTINE L. HAMPERS, M.D.
/s/ Terrence O'Donnell Director December 18, 2000
----------------------------
TERRENCE O'DONNELL
/s/ Donald W. Joseph Director December 18, 2000
----------------------------
DONALD W. JOSEPH
</TABLE>
The undersigned, by signing his name hereto, does hereby sign this
registration statement or amendment thereto on behalf of each of the above-
indicated directors or officers of IGI, Inc. pursuant to powers of attorney
executed by each such director or officer.
/s/ Robert E. McDaniel
Robert E. McDaniel, Attorney-in-Fact
INDEX TO EXHIBITS
Exhibit Number Description
-------------- -----------
5.1 Opinion of Counsel regarding legality
23.1 Consent of Independent Public Accountants
23.2 Consent of Counsel (included in Exhibit 5.1)
24 Power of Attorney (contained within signature page)
99.1 IGI, Inc. 1999 Director Stock Incentive Plan
