As filed with the Securities and Exchange Commission on May 8, 1998
Registration No. 333-_______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________
PROGENICS PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
777 Old Saw Mill River Road
Delaware Tarrytown, New York 10591 13-3379479
(State or other (Address of Principal (I.R.S. Employer
jurisdiction of Executive Offices) Identification No.)
incorporation or
organization)
1989 Non-Qualified Stock Option Plan
1993 Stock Option Plan as amended
1993 Executive Stock Option Plan
Amended 1996 Stock Option Plan
(Full Title of the Plan)
Paul J. Maddon, M.D., Ph.D.
Chairman of the Board, Chief Executive Officer and President
Progenics Pharmaceuticals, Inc.
777 Old Saw Mill River Road
Tarrytown, New York 10591
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (914) 789-2800
___________________________________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of offering aggregate Amount of
securities to be Amount to be price per offering registration
registered registered share (1) price (1) fee
Common Stock 2,870,410 $7.45 $21,384,590 $6,308
par value $.0013 shares
per share
(1) The prices for shares being offered pursuant to options outstanding under
the Plans, estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h), are based upon the weighted
average exercise price of such options; the prices for shares to be
offered pursuant to options remaining available under the Plans, estimated
solely for the purpose of calculating the registration fee pursuant to
Rule 457(h), are based upon the price of Registrant's Common Stock on the
Nasdaq Stock Market's National Market at the close of trading on May 6,
1998.
<PAGE>
STATEMENT
This Form S-8 Registration Statement is being filed with the Securities
and Exchange Commission (the "Commission") by Progenics Pharmaceuticals, Inc.,
a Delaware corporation (the "Company"), in order to register 2,870,410 shares
ofthe Company's common stock, par value $.0013 per share (the "Common Stock"),
issuable upon exercise of options granted or to be granted under the Company's
1989 Non-Qualified Stock Option Plan, 1993 Stock Option Plan as amended, 1993
Executive Stock Option Plan and Amended 1996 Stock Option Plan (the "Plans").
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not filed as part of this Registration Statement pursuant to Note to Part
I of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Not filed as part of this Registration Statement pursuant to Note to Part
I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference:
a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997;
b) The Company's Current Report on Form 8-K filed on February 6, 1998;
and
c) The description of the Common Stock set forth under the caption
"Description of Capital Stock" in the Registrant's registration statement
on Form S-1, filed with the Commission on November 19, 1997, File No. 333-
13627, including all amendments or reports filed with the Commission for
the purpose of updating such description.
All other documents subsequently filed by the Registrant pursuant to
Sections 13(a) and (c), 14 and 15(d) of the Exchange Act prior to the filing of
a post-effective amendment which indicates that all securities offered
hereunder have been sold or which deregisters all such securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and be a part hereof from the date of filing of such
documents.
Any statement contained herein or 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 a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such earlier statement. Any 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.
<PAGE>
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145(a) of the General Corporation Law of the State of Delaware
(the "DGCL") provides that a Delaware corporation 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, 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 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 or
enterprise, against expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he 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, with
respect to any criminal action or proceeding, had no cause to believe his
conduct was unlawful.
Section 145(b) of the DGCL provides that a Delaware corporation 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
such person acted in any of the capacities set forth above, against expenses
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted under similar standards, except
that no indemnification may 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 court in which such action or suit was
brought shall determine that despite the adjudication of liability, such person
is fairly and reasonably entitled to be indemnified for such expenses which the
court shall deem proper.
Section 145 of the DGCL further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue, or matter therein, he shall be indemnified against expenses
actually and reasonably incurred by him in connection therewith; that
indemnification provided for by Section 145 shall not be deemed exclusive of
any other rights to which the indemnified party may be entitled; and that the
corporation may purchase and maintain insurance on behalf of a director or
officer of the corporation against any liability asserted against him or
incurred by him in any such capacity or arising out of his status as such
whether or not the corporation would have the power to indemnify him against
such liabilities under such Section 145.
Section 102(b)(7) of the DGCL provides that a corporation in its original
certificate of incorporation or an amendment thereto validly approved by
stockholders may eliminate or limit personal liability of members of its board
of directors or governing body for breach of a director's fiduciary duty.
However, no such provision may eliminate or limit the liability of a director
for breaching his duty of loyalty, failing to act in good faith, engaging in
intentional misconduct or knowingly violating a law, paying a dividend or
approving a stock repurchase which was illegal, or obtaining an improper
personal benefit. A provision of this type has no effect on the availability of
equitable remedies, such as injunction or rescission, for breach of fiduciary
duty. The Company's Restated Certificate of Incorporation contains such a
provision.
The Company's Certificate of Incorporation and By-Laws provide that the
Company shall indemnify officers and directors, and to the extent authorized by
the Board of Directors, employees and agents of the Company, to the full extent
permitted by and in the manner permissible under the laws of the State of
Delaware. In addition, the By-Laws permit the Board of Directors to authorize
the Company to purchase and maintain insurance against any liability asserted
against any director, officer, employee or agent of the Company arising out of
his capacity as such.
<PAGE>
The Company has entered into Indemnification Agreements with each of its
officers and directors, pursuant to which the Company has agreed to indemnify
and advance expenses to such officers and directors to the fullest extent
permitted by applicable law.
The Company has obtained an insurance policy providing coverage for
certain liabilities of its officers and directors.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following documents are filed as Exhibits hereto:
Exhibit
Number Description Incorporated by Reference to:
3.1 Certificate of Incorporation Exhibit 3.1 to the Company's
of the Company, as amended Form S-1 Registration
Statement No. 333-13627 dated
November 19, 1997
5.1 Opinion and Consent of Dewey N/A
Ballantine LLP with respect
to the legality of the
securities being registered
10.2 1989 Non-Qualified Stock Exhibit 10.2 to the Company's
Option Plan Form S-1 Registration
Statement No. 333-13627 dated
November 19, 1997
10.3 1993 Stock Option Plan as Exhibit 10.3 to the Company's
amended Form S-1 Registration
Statement No. 333-13627 dated
November 19, 1997
10.4 1993 Executive Stock Option Exhibit 10.4 to the Company's
Plan Form S-1 Registration
Statement No. 333-13627 dated
November 19, 1997
10.5 Amended 1996 Stock Incentive Exhibit 10.5 to the Company's
Plan Form S-1 Registration
Statement No. 333-13627 dated
November 19, 1997
23.1 Consent of Dewey Ballantine -
LLP (contained in their
opinion filed herewith as
Exhibit 5.1)
23.2 Consent of Coopers & N/A
Lybrand, L.L.P.
24.1 Power of Attorney of -
directors and certain
officers of the Company
(included in Signature Page)
<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;
(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. 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 and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the 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 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
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 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.
b) The undersigned 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 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.
c) 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 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.
<PAGE>
SIGNATURES
The Registrant. 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 Tarrytown, State of New York, on this
8th day of May, 1998.
PROGENICS PHARMACEUTICALS, INC.
By /s/ Paul J. Maddon, M.D., Ph.D.
Paul J. Maddon, M.D., Ph.D.
Chairman of the Board,
Chief Executive Officer
and President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the persons whose names
appear below constitute and appoint Paul J. Maddon and Robert A. McKinney, and
each of them, 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, to execute any and all amendments to this
Registration Statement, and to file the same, together with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, and such other agencies, offices and persons as may be
required by applicable law, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing requisite or
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 each said attorney-in-fact and agent may 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.
Signature Capacity Date
/s/ Paul J. Maddon, M.D., Ph.D. Chairman of the Board, May 8, 1998
Paul J. Maddon, M.D., Ph.D. Chief Executive Officer
and President
(Principal Executive
Officer)
/s/ Robert A. McKinney Vice President, Finance May 8, 1998
Robert A. McKinney and Operations and
Treasurer (Principal
Financial and
Accounting Officer)
/s/ Charles A. Baker Director May 8, 1998
Charles A. Baker
/s/ Mark F. Dalton Director May 8, 1998
Mark F. Dalton
/s/ Stephen P. Goff, Ph.D. Director May 8, 1998
Stephen P. Goff, Ph.D.
/s/ Elizabeth M. Greetham Director May 8, 1998
Elizabeth M. Greetham
/s/ Paul F. Jacobson Director May 8, 1998
Paul F. Jacobson
/s/ David A. Scheinberg, M.D., Ph.D. Director May 8, 1998
David A. Scheinberg, M.D., Ph.D.
<PAGE>
PROGENICS PHARMACEUTICALS, INC.
_________________
EXHIBITS
for
REGISTRATION STATEMENT
ON
FORM S-8
_________________
<PAGE>
Exhibit 5.1
Opinion and Consent of Dewey Ballantine LLP with respect
to the legality of the securities being registered
<PAGE>
May 8, 1998
Progenics Pharmaceuticals, Inc.
777 Old Saw Mill River Road
Tarrytown, New York 10591
Gentlemen:
We have acted as counsel to Progenics Pharmaceuticals, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing by
the Company of a Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, for the registration
of 2,870,410 shares of common stock, $.0013 par value per share (the "Shares"),
of the Company which may be issued upon exercise of stock options pursuant to
the Company's 1989 Non-Qualified Stock Option Plan, 1993 Stock Option Plan as
amended, 1993 Executive Stock Option Plan and Amended 1996 Stock Option Plan
(the "Plans").
We have examined and are familiar with originals or copies, certified or
otherwise identified to our satisfaction, of such documents, corporate records,
certificates of public officials and officers of the Company and such other
instruments as we have deemed necessary or appropriate as a basis for the
opinions expressed below.
Based on the foregoing, we are of the opinion that:
1. The issuance of the Shares upon exercise of options granted under the
Plan has been lawfully and duly authorized; and
2. When the Shares have been issued and delivered in accordance with the
terms of the Plan, the Shares will be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. In giving such consent, we do not thereby admit that
we come within the category of persons whose consent is required under Section
7 of the Securities Act of 1933, as amended, or the rules and regulations of
the Securities and Exchange Commission thereunder.
Very truly yours,
DEWEY BALLANTINE LLP
<PAGE>
Exhibit 23.2
Consent of Coopers & Lybrand L.L.P.
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to incorporation by reference in this registration statement of
Progenics Pharmaceuticals, Inc. (the "Company") on Form S-8 of our report
dated March 6, 1998, on our audits of the financial statements of the
Company as of December 31, 1997 and 1996, and for each of the three years
in the period ended December 31, 1997, which report is included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1997.
COOPERS & LYBRAND L.L.P.
New York, New York
May 7, 1998
