REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
IGENE BIOTECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 52-1230461
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
9110 RED BRANCH ROAD
COLUMBIA, MARYLAND 21045
(410) 997-2599
(Address of principal executive offices)
1986 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
MARTIN H. NEIDELL
STROOCK & STROOCK & LAVAN LLP
180 MAIDEN LANE
NEW YORK, NEW YORK 10038
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(212) 806-5836
(TELEPHONE NUMBER, INCLUDING AREA CODE OF AGENT FOR SERVICE)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE
TITLE OF SECURITIES TO BE PRICE OFFERING AMOUNT OF
TO BE REGISTRATION REGISTERED PER SHARE(1) PRICE REGISTERED FEE
<S> <C> <C> <C> <C>
Common Stock
$.01 par value . . . . 2,000,000 $.13375 $267,500 $81.00
shares(2)
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(h).
(2) There are also being registered hereunder such additional shares as may
be issued pursuant to the anti-dilution provisions of the plan.
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: The documents containing the information specified in
this Part I will be sent or given to employees as
specified by Rule 428(b)(1) promulgated under the
Securities Act of 1933, as amended (the "Act"). Such
documents need not be filed with the Securities and
Exchange Commission (the "Commission") either as part
of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 under the
Act. These documents and the documents incorporated
by reference in the Registration Statement pursuant
to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the
requirements of Section 10(a) of the Act. See Rule
428(a)(1) under the Act.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference:
(a) The Registrant's Annual Report on Form 10-KSB for the year ended
December 31, 1996;
(b) The Registrant's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 1997;
(c) The Registrant's Quarterly Report on Form 10-QSB for the quarter
ended June 30, 1997; and
(d) Item 1 of the Registrant's Registration Statement on Form 8-A, as
amended, filed May 20, 1987 to register the Registrant's Common Stock, par value
$.01 per share (the "Common Stock"), pursuant to Section 12(g) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby 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
part hereof from the date of 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.
The Articles of Incorporation and By-laws of the Registrant provide
for the Registrant to indemnify its officers, directors and employees to the
fullest extent permitted by the Maryland General Corporation Law against certain
liabilities and expenses.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number
5 - Opinion of Stroock & Stroock & Lavan LLP.
23(a) - Consent of Stroock & Stroock & Lavan LLP. Included in
Exhibit 5 to this Registration Statement.
23(b) - Consent of Berenson & Company LLP.
24 - Power of Attorney (included on signature page).
ITEM 9. UNDERTAKINGS.
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 (1)(i) and (1)(ii) do not apply if
the registration Statement is on Form S-3 or Form S-8 and 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 a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) If the Registrant is a foreign private issuer, to file a
post-effective amendment to the Registration Statement to include any financial
statements required by Rule 3-19 of Regulation S-X at the start of any delayed
offering or throughout a continuous offering.
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 an
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.
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 Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
<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 the City of Columbia, State of Maryland, on the 19th day of
September, 1997.
IGENE Biotechnology, INC.
(Registrant)
By:/S/ STEPHEN F. HIU
Stephen F. Hiu
President
POWER OF ATTORNEY
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. Each person whose signature appears below
hereby authorizes Michael G. Kimelman, Thomas L. Kempner, Stephen F. Hiu and
Patrick F. Monahan and each of them acting individually, with full power of
substitution to file one or more amendments, including Post-Effective
Amendments, to this Registration Statement, which Amendments may make such
changes as any of them deems appropriate, and each person whose signature
appears below, individually and in each capacity stated below, hereby appoints
Michael G. Kimelman, Thomas L. Kempner, Stephen F. Hiu and Patrick F. Monahan
and each of them acting individually, with full power of substitution, as
Attorney-in-Fact to execute his name and on his behalf to file any such
Amendments to this Registration Statement.
<PAGE>
SIGNATURE TITLE DATE
_______________________ Chairman of the Board September __, 1997
Michael G. Kimelman of Directors
_______________________ Vice Chairman of the September __, 1997
Thomas L. Kempner Board of Directors
/S/ STEPHEN F. HIU Director, President, September 19, 1997
- ----------------------- Chief Operating
Stephen F. Hiu Officer, Chief
Financial Officer and
Chief Accounting Officer
/S/ JOSEPH C. ABELES Director September 19, 1997
- ------------------------
Joseph C. Abeles
_________________________ Director September __, 1997
John A. Cenerazzo
/S/ SIDNEY R. KNAFEL Director September 19, 1997
- ------------------------
Sidney R. Knafel
/S/ PATRICK F. MONAHAN Director September 19, 1997
- -------------------------
Patrick F. Monahan
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
5 - Opinion of Stroock & Stroock & Lavan LLP.
23(a) - Consent of Stroock & Stroock & Lavan LLP. Included in
Exhibit 5 to this Registration Statement.
23(b) - Consent of Berenson & Company LLP.
24 - Power of Attorney (included on signature page).
Exhibit 5
September 19, 1997
IGENE Biotechnology, Inc.
9110 Red Branch Road
Columbia, Maryland 21045
Gentlemen:
We have acted as counsel to IGENE Biotechnology, Inc., a Maryland corporation
(the "Company") in connection with the preparation and filing with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"), of a Registration Statement on Form S-8 (the
"Registration Statement") relating to the proposed issuance of up to 2,000,000
shares (the "Shares") of the Common Stock, $0.01 par value (the "Common Stock"),
of the Company, pursuant to the Company's 1986 Stock Option Plan (the "Plan").
As such counsel, we have examined copies of the Certificate of Incorporation and
Bylaws of the Company, each as amended to the date hereof, the Registration
Statement, the Plan and originals or copies of such other corporate minutes,
records, agreements and other instruments of the Company, certificates of public
officials and other documents and have made such examinations of law, as we have
deemed necessary to form the basis for the opinion hereinafter expressed. In our
examination of such materials, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity to original documents of all copies submitted to us. As to
various questions of fact material to such opinion, we have relied, to the
extent we deemed appropriate, upon representations, statements and certificates
of officers and representatives of the Company and others.
Attorneys involved in the preparation of this opinion are admitted to practice
law in the State of New York and we do not purport to be experts on, or to
express any opinion herein concerning, any law other than the laws of the State
of New York or the federal laws of the United States of America.
Based upon and subject to the foregoing, we are of the opinion that the Shares,
when issued under the circumstances contemplated in the Registration Statement
and the Plan, will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit hereby that we
come within the category of persons whose consent is required under Section 7 of
the Act or the Rules and Regulations of the Commission thereunder.
Very truly yours,
STROOCK & STROOCK & LAVAN LLP
Exhibit 23(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the 1986 Stock Option Plan of IGENE Biotechnology, Inc.
of our report dated March 13, 1997, with respect to the financial statements and
schedules of IGENE Biotechnology, Inc. appearing in the annual report on Form
10-KSB for the year ended December 31, 1996.
September 18, 1997
Berenson & Company LLP
