<PAGE>
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
GENOME THERAPEUTICS CORP.
----------------------------------------------------
(Exact name of issuer as specified in its charter)
MASSACHUSETTS 04-2297484
- --------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 Beaver Street
Waltham, Massachusetts 02154
- -------------------------------------------------------------------------------
(Address of Principal Executive offices) (Zip Code)
STOCK OPTION AGREEMENTS
--------------------------
(Full title of the Plan)
FENEL M. ELOI
GENOME THERAPEUTICS CORP.
100 BEAVER STREET
WALTHAM, MASSACHUSETTS 02154
---------------------------------------
(Name and address of agent for service)
(617) 893-5007
- -------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
Please send copies of all communications to:
David C. Chapin, Esq.
Ropes & Gray
One International Place
Boston, Massachusetts 02110-2624
Telephone: (617) 951-7371
Approximate date of commencement of offering or proposed sale to the public:
From time to time after the Effective Date of the Registration Statement.
Exhibit Index on page 10.
This is page 1 of 10 pages
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
To Be To Be Price Per Offering Registration
Registered Registered Share (1) Price (1) Fee
- ------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 1,850,000 $6.125 $11,331,250 $3,907.00
$.10 par value.
</TABLE>
_________________________
(1) Estimated solely for the purpose of calculating the registration fee on the
basis of the average high and low prices of the Common Stock as reported by the
National Association of Securities Dealers Automated Quotation System on June
23, 1995.
-2-
<PAGE>
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
-----------------------------------------------
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:
(a) The Company's latest annual report filed pursuant to Sections 13(a)
or 15(d) of the Securities Exchange Act of 1934 or the latest prospectus
filed pursuant to Rule 424(b) or under the Securities Act of 1933, as
amended, which contains, either directly or by incorporation by reference,
audited financial statements for the Company's latest fiscal year for which
such statements have been filed.
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by
the Company documents referred to in (a) above.
(c) The description of the Common Stock contained in a registration
statement filed under Section 12 of the Securities Exchange Act of 1934, as
amended, including any amendment or report filed for the purpose of updating
such description.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
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 9 of the Company's By-laws requires that the Company indemnify
directors and officers to the maximum extent permitted by Massachusetts law, and
also permits the Company to advance litigation expenses to directors and
officers.
Section 67 of the Massachusetts Business Corporation Law authorizes the
indemnification of directors, officers, employees and agents against liability
incurred by reason of being a director,
-3-
<PAGE>
officer, employee or agent, and against expenses (including attorneys' fees) in
connection with defending any action seeking to establish such liability, if
such person acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation.
In addition, Article 6(k) of the Company's Articles of Organization provides
that no director of the Company shall be liable for any breach of fiduciary
duty, except for liability (i) for any breach of the director's duty of loyalty
to the Company 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 61 or 62 of the Massachusetts Business Corporation law, or (iv)
for any transaction from which the director derived an improper personal
benefit.
Article 6(k) eliminates the personal liability of directors, as directors
(but not as officers), to the Company and its stockholders unless one of the
statutorily required exceptions (such as breach of the duty of loyalty, bad
faith, etc.) applies. As a result, directors are not liable even for grossly
negligent actions or omissions, including grossly negligent decisions involving
control of the Company, in the absence of a breach of the duty of loyalty, bad
faith, improper personal benefit or another statutory exception. Article 6(k)
does not limit or eliminate the liability of a director for any act or omission
occurring prior to December 9, 1987 when Article 6(k) became effective. Also,
it does not affect a director's liability to third parties, nor the liability of
a director to the Company or its stockholders arising from any legal requirement
other than the duty of care imposed by Massachusetts law.
The provisions of the Company's Articles of Organization may not limit the
availability of non-monetary relief and may not apply to violations of the
federal securities laws.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not Applicable.
Item 8. Exhibits.
--------
Exhibit 4(a). Form of Stock Option Agreements and Schedule of
Agreements.
Exhibit 4(b). Employment Agreement of Robert J. Hennessey (filed as
an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended August 31, 1993 and
incorporated herein by reference).
Exhibit 4(c). The Company's Restated Articles of Organization (filed
as an exhibit to the Company's Registration Statement
on Form S-1 (No. 2-75230) and incorporated herein by
reference).
Exhibit 4(d). Amendment dated January 5, 1982 to Restated Articles
of Organization (filed as an exhibit to the Company's
Quarterly Report on Form 10-Q for the quarter ended
February 27, 1982 and incorporated herein by
reference).
-4-
<PAGE>
Exhibit 4(e). Amendment dated January 24, 1983 to Restated Articles
of Organization (filed as an exhibit to the Company's
Quarterly Report on Form 10-Q for the quarter ended
February 26, 1983 and incorporated herein by
reference).
Exhibit 4(f). Amendment dated January 17, 1984 to Restated Articles
of Organization (filed as an exhibit to the Company's
Quarterly Report on Form 10-Q for the quarter ended
February 25, 1984 and incorporated herein by
reference).
Exhibit 4(g). Amendment dated December 9, 1987 to Restated Articles
of Organization (filed as an exhibit to the Company's
Quarterly Report on Form 10-Q for the quarter ended
November 28, 1987 and incorporated herein by
reference).
Exhibit 4(h). Amendment dated January 24, 1994 to Restated Articles
of Organization (filed as an exhibit to the Company's
Annual Report on Form 10-K for the year ended August
31, 1994 and incorporated herein by reference).
Exhibit 4(i). Amendment dated August 31, 1994 to Restated Articles
of Organization (filed as an exhibit to the Company's
Annual Report on Form 10-K for the year ended August
31, 1994 and incorporated herein by reference).
Exhibit 4(j). The Company's By-laws (filed as an exhibit to the
Company's Registration Statement on Form S-1
(No. 2-75230) and incorporated herein by reference).
Exhibit 4(k). Amendment dated October 20, 1987 to the By-laws (filed
as an exhibit to the Company's Annual Report on Form
10-K for the fiscal year ended August 31, 1987 and
incorporated herein by reference).
Exhibit 4(l). Amendment dated October 16, 1989 to the By-laws (filed
as an exhibit to the Company's Annual Report on Form
10-K for the fiscal year ended August 31, 1989 and
incorporated herein by reference).
Exhibit 5. Opinion of Ropes & Gray.
Exhibit 24(a). Consent of Ropes & Gray (contained in Exhibit 5).
Exhibit 24(b). Consent of Arthur Andersen LLP.
Exhibit 25. Power of Attorney (included as part of the signature
pages to this Registration Statement).
-5-
<PAGE>
Item 9. Undertakings.
------------
(a) The undersigned 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 of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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 the
registration statement;
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) will 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 registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of any
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
-6-
<PAGE>
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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.
-7-
<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 Boston, Massachusetts, on this 5th day of July 1995.
GENOME THERAPEUTICS CORP.
By /s/ ROBERT J. HENNESSEY
-----------------------------------
Robert J. Hennessey, President
and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert J. Hennessey and David C. Chapin and each
of them, with full power to act without the other, his true and lawful
attorneys-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities to sign any
or all amendments to this registration statement, including post-effective
amendments, and to file the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents and each of them full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents or any substitutes lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Name Title Date
---- ----- ----
/S/ ROBERT J. HENNESSEY Chairman of the Board; July 5, 1995
- ------------------------ President and Chief
Robert J. Hennessey Executive Officer
/S/ ORRIE M. FRIEDMAN Director July 11, 1995
- ----------------------
Orrie M. Friedman
-8-
<PAGE>
/S/ LAWRENCE LEVY Director July 5, 1995
- -----------------------
Lawrence Levy
/S/ DONALD J. MCCARREN Director July 10, 1995
- ----------------------
Donald J. McCarren
/S/ STEVEN M. RAUSCHER Director July 6, 1995
- ----------------------
Steven M. Rauscher
/S/ PHILIP LEDER Director July 5, 1995
- ----------------
Philip Leder
/S/ FENEL M. ELOI Vice President-Financial July 11, 1995
- --------------------- (Chief Financial and
Fenel M. Eloi Accounting Officer)
-9-
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
Number Title of Exhibit Page
- ------ ---------------- ----
<S> <C> <C>
4(a). Form of Stock Option Agreements and Schedule 11
of Agreements
4(b). Employment Agreement of Robert J. Hennessey Incorporated by Reference
4(c). The Company's Restated Articles of Organization Incorporated by Reference
4(d). Amendment dated January 5, 1982 to Restated Articles Incorporated by Reference
of Organization
4(e). Amendment dated January 24, 1983 to Restated Articles Incorporated by Reference
of Organization
4(f). Amendment dated January 17, 1984 to Restated Articles Incorporated by Reference
of Organization
4(g). Amendment dated December 9, 1987 to Restated Articles Incorporated by Reference
of Organization
4(h). Amendment dated January 24, 1994 to Restated Articles Incorporated by Reference
of Organization
4(i). Amendment dated August 31, 1994 to Restated Articles Incorporated by Reference
of Organization
4(j). The Company's By-laws Incorporated by Reference
4(k). Amendment dated October 20, 1987 to the By-laws Incorporated by Reference
4(l). Amendment dated October 16, 1989 to the By-laws Incorporated by Reference
5. Opinion of Ropes & Gray 16
24(a). Consent of Ropes & Gray Contained in Exhibit 5
24(b). Consent of Arthur Andersen LLP 18
25. Power of Attorney Included as Part of Signature
Pages to this Registration
</TABLE>
-10-
<PAGE>
COLLABORATIVE RESEARCH, INC. EXHIBIT 4(a)
----------------------------
STOCK OPTION AGREEMENT
----------------------
(Non-Statutory Option)
Non-Statutory Stock Option granted by Collaborative Research, Inc., a
- --------------------------
Massachusetts corporation (the "Company"), to Paul C. Zamecnik, a director of
the Company (the "Optionee").
1. Grant of Option
---------------
This agreement evidences the grant by the Company to the Optionee of an option
to purchase, on the terms provided herein, a total of 25,000 shares of the
Company's Common Stock, $.10 par value ("Common Stock"), at a price of $2.38 per
share. This option does not constitute an incentive stock option within the
meaning of Section 422A of the Internal Revenue Code. This option shall
terminate on April 11, 2004, and is subject to earlier termination as provided
in Sections 5 and 6 below. Subject to the other terms hereof, this option is
exercisable as follows: as to 6,250 shares on and after April 11, 1995; as to
an additional 6,250 shares on and after April 11, 1996; as to an additional
6,250 shares on and after April 11, 1997; and as to the remaining 6,250 shares
on and after April 11, 1998.
2. Exercise of Option
------------------
Each election to exercise this option shall be in writing, signed by the
Optionee or by his executor or administrator or the person or persons to whom
this option is transferred by will or the applicable laws of descent and
distribution (the "Legal Representative"), and received by the Company at its
principal office in Waltham, Massachusetts, accompanied by this agreement and
payment in full as provided in Section 3 below. In the event the option is
exercised by such Legal Representative, the Company shall be under no obligation
to deliver stock hereunder unless and until the Company is satisfied that the
person or persons exercising the option is or are the duly appointed executor or
administrator of the deceased Optionee or the person or persons to whom this
option has been transferred by Optionee's will or by the applicable laws of
descent and distribution.
3. Payment for Stock
-----------------
Shares shall be issued only upon receipt by the Company of full payment of the
purchase price for the shares as to which the option is exercised. The purchase
price is payable by the Optionee to the Company either (i) in cash or by
certified check or cashier's check payable to the order of the Company; or (ii)
through the delivery of shares of Common Stock (duly owned by the Optionee and
as to which the Optionee has good title free and clear of any liens
<PAGE>
and encumbrances) having a fair market value (as determined by the Board of
Directors of the Company) equal to the purchase price; or (iii) by a combination
of cash and Common Stock as provided above. The Company will not be obligated
to deliver any shares unless and until, in the opinion of the Company's counsel,
all applicable federal and state laws and regulations have been complied with,
nor, in the event the outstanding common stock is at the time listed upon any
stock exchange, unless and until the shares to be delivered have been listed or
authorized to be added to the list upon official notice of legal matters in
connection with the issuance and delivery of shares have been approved by the
Company's counsel. Without limiting the generality of the foregoing, the
Company may require from the Optionee such investment representation or such
agreement, if any, as counsel for the Company may consider necessary in order to
comply with the Securities Act of 1933 and may require that the Optionee agree
that he will notify the Company when he makes any disposition of the shares
whether by sale, gift or otherwise. The Company will use its best efforts to
effect any such compliance or listing, and the Optionee will take any action
reasonably requested by the Company in such connection. The Optionee will have
the rights of a shareholder only as to shares actually acquired by him upon
exercise of the option granted hereby.
4. Non-transferability of Option
-----------------------------
This option may not be transferred by the Optionee otherwise than by will or by
the laws of descent and distribution; and during the Optionee's lifetime this
option may be exercised only by him.
5. Termination of Service as a Director
------------------------------------
If the Optionee ceases to be a director of the Company for any reason other than
his death, he may thereafter exercise this option to the extent he was entitled
to exercise it on the date when his service as a director terminated, but only
within three months after the date of such termination (unless a longer period
is allowed by the Board of Directors of the Company). In no event, however, may
the Optionee exercise this option at a time when the option would not be
exercisable had the Optionee's service as a director continued. For purposes of
this provision, the Optionee's service as a director will not be considered
terminated in the case of a bona fide leave of absence approved by the Board of
Directors of the Company.
6. Death
-----
If the Optionee dies at a time when he is entitled to exercise this option, then
at any time or times within three years after his death (or such longer period
as the Board of Directors of the Company may allow) such option may be
exercised, as to all or any of the shares that the Optionee was entitled to
purchase immediately prior to his death, by his executor or administrator or the
person or persons to whom the option is transferred by will or the applicable
laws of descent and distribution, and except as so exercised such option will
expire
-2-
<PAGE>
at the end of such period. In no event, however, may this option be exercised
after the termination of the option.
7. Administration
--------------
The option granted by this agreement will be administered by the Board of
Directors of the Company which will have the authority to interpret this
agreement and to decide all questions and settle all controversies and dispute
which may arise in connection therewith. All decisions, determinations and
interpretations of the Board of Directors will be binding on all parties
concerned. A majority of the members of the Board of Directors will constitute
a quorum, and all determinations of the Board of Directors will be made by a
majority of its members. Any determination of the Board of Directors under this
agreement may be made without notice or meeting of the Board of Directors by a
written instrument signed by a majority of the members of the Board of
Directors.
8. Stock to be Delivered
---------------------
Stock to be delivered upon exercised of this option will be common stock of the
Company and may constitute an original issue of authorized but unissued stock or
may consist of previously issued stock acquired by the Company as determined
from time to time by the Board of Directors. The Board of Directors and the
proper officers of the Company will take any appropriate action required for
such delivery.
9. Changes in Stock
----------------
In the event of a stock dividend, split-up or combination of shares,
recapitalization or merger in which the Company is the surviving corporation, or
other similar capital change, the number and kind of shares of stock or
securities of the Company subject to the option granted hereby, the option price
and other relevant provisions will be appropriately adjusted by the Board of
Directors of the Company, whose determination will be binding on the Optionee.
In the event of a consolidation or merger in which the Company is not the
surviving corporation, or in the event of complete liquidation of the Company,
the option granted hereby will thereupon terminate, provided that at least
twenty days prior to the effective date of any such consolidation or merger, the
Board of Directors shall either (a) make the option granted hereby immediately
exercisable, or (b) arrange to have the surviving corporation grant a
replacement option to the Optionee.
10. Amendments
----------
The Board of Directors of the Company may at any time or times amend the option
granted hereby for the purpose of satisfying the requirements of any changes in
applicable laws or regulations or for any other purpose which may at the time be
permitted by law, provided that (except to the extent explicitly required or
permitted hereinabove) no such amendment will,
-3-
<PAGE>
without the approval of the stockholders of the Company, (a) increase the number
of shares issuable upon exercise of the option, (b) reduce the exercise price of
the option, (c) extend the period within which the option may be exercised, or
(d) amend the provisions of this Section 10, and no such amendment will
adversely affect the rights of the Optionee without his consent.
11. Governing Law
-------------
This agreement shall be governed by and construed in accordance with the
internal laws of The Commonwealth of Massachusetts.
12. Stockholder Approval
--------------------
This agreement shall not become effective unless and until the option granted
hereby is approved by the stockholders of the Company.
IN WITNESS WHEREOF, the Company has caused this agreement to be executed by
its duly authorized officer, under its corporate seal. This option is granted
at the Company's office, on the date stated below.
COLLABORATIVE RESEARCH, INC.
By:/S/ ROBERT J. HENNESSEY
President
Date: As of April 11, 1994
Accepted and Agreed:
/S/ PAUL C. ZAMECNIK
Paul C. Zamecnik
-4-
<PAGE>
SCHEDULE OF STOCK OPTION AGREEMENTS
-----------------------------------
<TABLE>
<CAPTION>
Price Per Grant Expiration Shares Exercise
Optionee Share Date Date Granted Installments Dates
- -------- --------- ----- ---------- ------- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
Mark Friedman $4.25 07/19/88 07/19/98 25000 6250 07/19/89
6250 07/19/90
6250 07/19/91
6250 07/19/92
Paul C. $2.00 10/23/89 10/23/99 25000 6250 10/23/90
Zamecnik 6250 10/23/91
6250 10/23/92
6250 10/23/93
Mark Friedman $2.00 10/23/89 10/23/99 25000 6250 10/23/90
6250 10/23/91
6250 10/23/92
6250 10/23/93
Donald $2.25 10/22/93 10/22/03 50000 12500 10/22/94
McCarren 12500 10/22/95
12500 10/22/96
12500 10/22/97
Steven Rauscher $2.25 10/22/93 10/22/03 50000 12500 10/22/94
12500 10/22/95
12500 10/22/96
12500 10/22/97
Philip Leder $2.31 03/31/94 03/31/04 50000 12500 03/31/95
12500 03/31/96
12500 03/31/97
12500 03/31/98
Paul Zamecnik $2.38 04/11/94 04/11/04 25000 6250 04/11/95
6250 04/11/96
6250 04/11/97
6250 04/11/98
</TABLE>
Note: Grant of 1,600,000 shares to Robert J. Hennessey is contained in
employment contract, which is not materially identical to these exhibits, and is
Exhibit 4(B).
<PAGE>
[LETTERHEAD OF ROPES & GRAY APPEARS HERE]
EXHIBIT 5
July 18, 1995
Genome Therapeutics Corp.
100 Beaver Street
Waltham, Massachusetts 02154
Gentlemen:
You have asked our opinion regarding certain matters relating to 1,850,000
shares of Common Stock, par value $.10 per share (the "Additional Shares"), of
Genome Therapeutics Corp. (the "Company") issuable upon the exercise of options
granted in accordance with the terms of certain stock option agreements (the
"Agreements") between the Company and the respective holders. You have informed
us that the Additional Shares issuable upon the exercise of options granted
under the Agreement may be authorized but unissued shares or shares held from
time to time in your treasury.
We have acted as counsel for the Company in connection with the preparation
of the Registration Statement on Form S-8 which is being filed with the
Securities and Exchange Commission contemporaneously herewith, and we have
examined:
a. the Restated Articles of Organization of the Company, as amended to
date;
b. the By-laws of the Company, as amended to date;
c. a copy of the Registration Statement referred to above;
d. the votes of the Board of Directors and the stockholders of the Company
approving and adopting the Agreements;
e. copies of the Agreements; and
f. such other documents and records as we deem necessary for purposes of
this opinion.
<PAGE>
Genome Therapeutics Corp. -2- June 16, 1995
We have assumed that the Additional Shares to be issued upon the exercise
of options granted under the Agreements will be issued only against payment
therefor as provided in the Agreements and that the purchase price for such
shares will not be less than the par value per share of the Company's Common
Stock. We have also assumed that the issuance of any such shares will not
result in the issuance by the Company of more than its authorized shares of
Common Stock.
Based upon and subject to the foregoing, we are of the opinion that:
1. The Company is a duly organized and validly existing corporation under
the laws of The Commonwealth of Massachusetts.
2. The Additional Shares, when issued and paid for upon the exercise of
options, pursuant to the terms and conditions of the Agreements, will be validly
issued and will be fully paid and nonassessable.
In connection with any issue and sale of the Additional Shares, steps
should be taken to effect compliance with all applicable laws, rules and
regulations of governmental authorities regulating sales and offerings of
securities.
We understand that this opinion is to be used in connection with the
Registration Statement which is to be filed under the Securities Act of 1933
contemporaneously herewith. We consent to the filing of this opinion with and as
a part of said Registration Statement and to the use of our name therein.
Very truly yours,
/S/ ROPES & GRAY
Ropes & Gray
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated October 5, 1994
included in Genome Therapeutics Corporation's Annual Report for the year ended
August 31, 1994 and to all references to our Firm included in this Registration
Statement.
/s/ ARTHUR ANDERSEN LLP
Arthur Andersen LLP
Boston, Massachusetts
July 12, 1995
