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This document contains 6 pages plus exhibits.
The exhibit index is located on page 7.
As filed with the Securities and Exchange Commission on June 8, 2000.
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NABI
(Exact name of issuer as specified in its charter)
Delaware 59-1212264
(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
5800 Park of Commerce Boulevard, N.W., Boca Raton, Florida 33487
(Address of principal executive offices)
-------------------------
NABI - ROCKVILLE SAVINGS & RETIREMENT PLAN
(Full title of plan)
-------------------
David J. Gury Copies of communications to:
Nabi Constantine Alexander, Esq.
5800 Park of Commerce Boulevard, N.W. Nutter, McClennen & Fish, LLP
Boca Raton, Florida 33487 One International Place
(561) 989-5800 Boston, Massachusetts 02110-2699
(Name, address and telephone (617) 439-2000
number of agent for service)
--------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================
Proposed Proposed
maximum maximum
Title of each class of Amount being offering price aggregate offering Amount of
securities to be registered registered (1) per share price registration fee
==========================================================================================================
<S> <C> <C> <C> <C>
Common Stock,
$.10 par value per share 100,000 Shares $5.47(2) $547,000(2) $144.41(2)
==========================================================================================================
</TABLE>
(1) This Registration Statement covers 100,000 shares of Common Stock which may
be purchased pursuant to the Nabi - Rockville Savings & Retirement Plan.
Pursuant to Rule 416(b) under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement also covers an indeterminate
number of additional shares of Common Stock which may be issued under said
Plan as a result of a stock dividend, stock split or other
recapitalization. In addition, pursuant to Rule 416(c) under the
Securities Act, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to said Plan.
(2) Calculated pursuant to Rules 457(c) and (h) under the Securities Act of
1933 based upon the average of the high and low prices per share of the
Common Stock as reported on the Nasdaq National Market on June 5, 2000.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
Nabi (the "Company") hereby incorporates by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission"):
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
April 1, 2000; and
(c) The description of the Company's Common Stock contained in its
Registration Statement on Form 10 filed with the Commission on May 4, 1970, as
amended, pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of any post-
effective amendment which indicates that all securities offered hereunder have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement 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 Registration
Statement to the extent that any other subsequently-filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Company is a Delaware corporation. Reference is made to Section 145 of
the Delaware General Corporation Law, as amended, which provides that a
corporation may indemnify any person who was or is a party to or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that he
or she is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he
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or she acted in good faith and in a manner he or she 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 or her
conduct was unlawful. Section 145 further provides that a corporation similarly
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 suit by or in the right
of the corporation to procure a judgment in its favor by reason of the fact that
he or she is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection with the defense or settlement
of such action or suit if he or she acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite an adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper. The Company's Certificate of Incorporation
further provides that the Company shall indemnify its directors and officers to
the fullest extent permitted by the law of the State of Delaware.
The Company's Certificate of Incorporation provides that the Company's
directors shall not be liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except to the extent that
exculpation from liability is not permitted under the Delaware General
Corporation Law as in effect at the time such liability is determined.
The Certificate of Incorporation and the Company's By-laws also provide
that each person who was or is made party to, or is involved in, any action,
suit, proceeding or claim by reason of the fact that he or she is or was a
director or officer of the Registrant (or is or was serving at the request of
the Registrant as a director or officer of any other enterprise, including
service with respect to employee benefit plans) shall be indemnified and held
harmless by the Registrant, to the full extent permitted by Delaware law, as in
effect from time to time, against all expenses (including attorneys' fees and
expenses), judgments, fines, penalties and amounts to be paid in settlement
incurred by such person in connection with the investigation, preparation to
defend or defense of such action, suit, proceeding or claim. The Company's By-
laws allow similar rights of indemnification to be afforded, in the Company's
discretion, to its employees and agents.
The rights to indemnification and the payment of expenses provided by the
Certificate of Incorporation do not apply to any action, suit, proceeding or
claim initiated by or on behalf of a person otherwise entitled to the benefit of
such provisions. Any person seeking indemnification under the Certificate of
Incorporation shall be deemed to have met the standard of conduct required for
such indemnification unless the contrary shall be established. Any repeal or
modification of such indemnification provisions shall not adversely affect any
right or protection of a director or officer with respect to any conduct of such
director or officer occurring prior to such repeal or modification.
The Company maintains an indemnification insurance policy covering all
directors and officers of the Company and its subsidiaries.
Item 7. Exemption from Registration.
---------------------------
Not applicable.
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<PAGE>
Item 8. Exhibits.
--------
See the exhibit index immediately preceding the exhibits attached hereto.
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 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.
(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 a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) 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 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.
(b) 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 provisions of the Delaware General
Corporation Law and the registrant's Certificate of Incorporation and By-laws,
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
a 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, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boca Raton, State of Florida, on the 8th day of
June, 2000.
NABI
By: /s/ David J. Gury
-------------------------------------
David J. Gury
Chairman, President and Chief
Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below on this Registration Statement hereby constitutes and appoints
David J. Gury and Constantine Alexander, and each of them, with full power to
act without the other, his true and lawful attorney-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 (until revoked in writing) to sign any and all
amendments (including post-effective amendments and amendments thereto) to this
Registration Statement on Form S-8 of the registrant, 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 fully to all intents and purposes as
he might or could do in person thereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ David J. Gury Chairman of the Board, President, June 8, 2000
--------------------------
David J. Gury Chief Executive Officer
/s/ Thomas H. McLain Senior Vice President, Corporate June 8, 2000
--------------------------
Thomas H. McLain Services and Chief Financial Officer
/s/ Mark Smith Senior Director of Finance and June 8, 2000
-------------------------- Principal Accounting Officer
Mark Smith
/s/ Richard A. Harvey, Jr. Director June 8, 2000
--------------------------
Richard A. Harvey, Jr.
/s/ David L. Castaldi Director June 8, 2000
--------------------------
David L. Castaldi
Director
--------------------------
David A. Thompson
/s/ George W. Ebright Director June 8, 2000
--------------------------
George W. Ebright
/s/ Linda Jenckes Director June 8, 2000
--------------------------
Linda Jenckes
</TABLE>
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<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended, the
administrator of the Nabi - Rockville Savings & Retirement Plan has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boca Raton, State of Florida, on the
8th day of June, 2000.
Nabi - Rockville Savings & Retirement Plan
By: Nabi, Plan Administrator
By: /s/ David J. Gury
-----------------------------------
Name: David J. Gury
Title: President
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<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Title Page
---------- ----- ----
<S> <C> <C>
Exhibit 4.1 Nabi - Rockville Savings & Retirement Plan 8
Exhibit 4.2 Adoption Agreement to Nabi - Rockville Savings __
& Retirement Plan
Exhibit 5 Opinion of Nutter, McClennen & Fish, LLP __
Exhibit 23.1 Consent of Nutter, McClennen & Fish, LLP Contained in
Exhibit 5
Exhibit 23.2 Consent of Ernst & Young LLP __
Exhibit 23.3 Consent of PricewaterhouseCoopers LLP __
</TABLE>
