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This document contains 6 pages. The exhibit index is located on page 4.
As filed with the Securities and Exchange Commission on January 24, 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)
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1998 NON-QUALIFIED EMPLOYEE STOCK OPTION PLAN
(Full title of plan)
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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)
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
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TITLE OF EACH CLASS OF SECURITIES TO AMOUNT BEING PROPOSED PROPOSED AMOUNT OF
BE REGISTERED REGISTERED (1) MAXIMUM MAXIMUM REGISTRATION FEE
OFFERING PRICE AGGREGATE OFFERING
PER SHARE PRICE
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<S> <C> <C> <C> <C>
Common Stock,
$.10 par value per share 400,000 Shares $4.44 (2) $1,776,000 (2) $468.87 (2)
==================================================================================================================
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(1) This Registration Statement covers 400,000 shares of Common Stock which may
be issued under Nabi's 1998 Non-Qualified Employee Stock Option Plan. In
addition, 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.
(2) Calculated pursuant to Rules 457(c) and (h) under the Securities Act of
1933 based upon the weighted average of (i) 10,947 shares underlying
options granted under the Plan having a per share exercise price of $2.88,
(ii) 8,500 shares underlying options granted under the Plan having a per
share exercise price of $2.75, (iii) 5,000 shares underlying options
granted under the Plan having per share exercise price of $3.31, (iv) 1,000
shares underlying options granted under the Plan having a per share
exercise price of $2.69, (v) 18,000 shares underlying options granted under
the Plan having a per share exercise price of $3.00, (vi) 2,500 shares
underlying options granted under the Plan having a per share exercise price
of $4.06, (vii) 25,000 shares underlying options granted under the Plan
having a per share exercise price of $4.13; (viii) 10,000 shares underlying
options granted under the Plan having a per share exercise price of
$4.00; (ix) 6,000 shares underlying options granted under the Plan having a
per share exercise price of $5.94; (x) 5,000 shares underlying options
granted under the Plan having a per share exercise price of $5.47; (xi)
1,000 shares underlying options granted under the Plan having a per share
exercise price of $4.94; (xii) 4,000 shares underlying options granted
under the Plan having a per share exercise price of $5.13; (xiii) 1,000
shares underlying options granted under the Plan having a per share
exercise price of $3.56; (xiv) 28,000 shares underlying options granted
under the Plan having a per share exercise price of $3.63; (xv) 2,500
shares underlying options granted under the Plan having a per share
exercise price of $3.69; (xvi) 2,500 shares underlying options granted
under the Plan having a per share exercise price of $3.94; (xvii) 2,500
shares underlying options granted under the Plan having a per share
exercise price of $5.06; (xviii) 94,500 shares underlying options granted
under the Plan having a per share exercise price of $4.44; and (xix)
172,053 shares underlying options to be granted under the Plan at an
assumed per share exercise price of $4.9375 representing the average of the
high and low prices per share of the Common Stock as reported on the Nasdaq
National Market on January 14, 2000.
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In accordance with General Instruction E to Form S-8, the contents of the
registrant's Registration Statement on Form S-8 (File No. 33-56071) relating to
the registrant's 1998 Non-Qualified Employee Stock Option Plan (the "Prior Form
S-8") are incorporated by reference in this Registration Statement.
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In accordance with General Instruction E to Form S-8, the following
information is not contained in the Prior Form S-8:
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
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See the exhibit index immediately preceding the exhibits attached hereto.
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SIGNATURES
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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 24th day of
January, 2000.
NABI
By: /s/ David J. Gury
---------------------------------------------
David J. Gury
Chairman, President and Chief
Executive Officer
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.
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<CAPTION>
SIGNATURES TITLE DATE
- ------------------------------------ ------- ------
<S> <C> <C>
/s/ David J. Gury Chairman of the Board, President, January 24, 2000
- ---------------------------------- Chief Executive Officer
David J. Gury
/s/ Thomas H. McLain Senior Vice President, Corporate January 24, 2000
- ---------------------------------- Services and Chief Financial Officer
Thomas H. McLain
/s/ Mark Smith Senior Director of Finance and January 24, 2000
- ---------------------------------- Chief Accounting Officer
Mark Smith
/s/ Joseph C. Cook, Jr. Director January 24, 2000
- ----------------------------------
Joseph C. Cook, Jr.
/s/ Richard A. Harvey, Jr. Director January 24, 2000
- ----------------------------------
Richard A. Harvey, Jr.
/s/ David L. Castaldi Director January 24, 2000
- ----------------------------------
David L. Castaldi
/s/ David A. Thompson Director January 24, 2000
- ----------------------------------
David A. Thompson
/s/ George W. Ebright Director January 24, 2000
- ----------------------------------
George W. Ebright
/s/ Linda Jenckes Director January 24, 2000
- ----------------------------------
Linda Jenckes
</TABLE>
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EXHIBIT INDEX
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<CAPTION>
Exhibit No. Title Page
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<S> <C> <C>
Exhibit 5 Opinion of Nutter, McClennen & Fish, LLP 5
Exhibit 23.1 Consent of Nutter, McClennen & Fish, LLP Contained in
Exhibit 5
Exhibit 23.2 Consent of PricewaterhouseCoopers LLP 6
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Exhibit 5
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NUTTER, McCLENNEN & FISH, LLP
ATTORNEYS AT LAW
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110-2699
TELEPHONE: 617-439-2000 FACSIMILE: 617-973-9748
CAPE COD OFFICE DIRECT DIAL NUMBER
HYANNIS, MASSACHUSETTS
January 24, 2000
Nabi
5800 Park of Commerce Boulevard, N.W.
Boca Raton, FL 33487
Gentlemen/Ladies:
Reference is made to the registration statement on Form S-8 (the
"Registration Statement") which Nabi (the "Company") is filing concurrently
herewith with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Securities Act"), with respect to 400,000 shares of the
Company's common stock, $0.10 par value per share (the "Common Stock"), issuable
pursuant to the Company's 1998 Non-Qualified Employee Stock Option Plan, as
amended to date (the "Plan"), and an indeterminate number of shares of such
Common Stock which may be issued or become issuable under the Plan by reason of
stock dividends, stock splits or other recapitalizations executed hereafter.
We have acted as legal counsel for the Company in connection with the
creation of and amendments to the Plan, are familiar with the Company's Amended
and Restated Certificate of Incorporation and By-laws, both as amended to date
(collectively, the "Organizational Documents"), and have examined such other
documents as we deemed necessary for this opinion. Based upon the foregoing, we
are of the opinion that:
1. When issued and paid for in compliance with the terms of the Plan,
the Organizational Documents and the Delaware General Corporation Law, the
400,000 shares of Common Stock referred to above will be duly and validly
issued, fully paid and non-assessable; and
2. The additional shares of Common Stock which may become issuable
under the Plan by reason of stock dividends, stock splits or other
recapitalizations hereafter executed, if and when issued in accordance with the
terms of the Plan and upon compliance with the applicable provisions of law and
of the Organizational Documents, will be duly and validly issued, fully paid and
non-assessable.
We understand that this opinion letter is to be used in connection with the
Registration Statement and hereby consent to the filing of this opinion letter
with and as a part of the Registration Statement and of any amendments thereto.
It is understood that this opinion letter is to be used in connection with the
offer and sale of the aforesaid shares only while the Registration Statement, as
it may be amended from time to time as contemplated by Section 10(a)(3) of the
Securities Act, is effective under the Securities Act.
Very truly yours,
/s/ Nutter, McClennen & Fish, LLP
Nutter, McClennen & Fish, LLP
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Exhibit 23.2
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Nabi of our report dated March 26, 1999 relating to the
financial statements and financial statement schedules which appear in Nabi's
Annual Report on Form 10-K for the year ended December 31, 1998.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Miami, Florida
January 24, 2000
