As filed with the Securities and Exchange Commission on June 10, 1998
Registration No.
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)
Delaware 13-3379479
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
777 Old Saw Mill River Road
Tarrytown, New York 10591
(Address, including zip code, of principal executive offices)
1998 Employee Stock Purchase Plan
1998 Non-Qualified Employee Stock Purchase Plan
Amended 1996 Stock Incentive Plan, as amended
(Full title of plan)
PAUL J. MADDON, M.D., Ph.D
c/o Progenics Pharmaceuticals, Inc.
777 Old Saw Mill River Road
Tarrytown, New York 10591
(Name and address of agent for service)
(914) 789-2800
(Telephone number, including area code, of agent for service)
___________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of offering aggregate Amount of
securities to Amount to be price per offering registration
be registered registered share price fee
Common Stock, 1,050,000 shares $16.50 (1) $17,325,000 $5,111
par value (1) (2)
$.0013 per share
(1) Represents 150,000 shares issuable upon exercise of options to be granted
pursuant to the 1998 Employee Stock Purchase Plan, 50,000 shares issuable
upon exercise of options to be granted pursuant to the 1998 Non-Qualified
Employee Stock Purchase Plan and 950,000 shares issuable upon exercise of
options to be granted pursuant to the Amended 1996 Stock Incentive Plan, as
amended, at an offering price, calculated in accordance with Rule 457(h)(1)
under the Securities Act of 1933, as amended, equal to $16.50, the average
of the high and low prices reported on the Nasdaq National Market on June
5, 1998.
(2) This Registration Statement shall, in accordance with Rule 416 under the
Securities Act of 1933, as amended, be deemed to cover such additional
shares as may be issued to prevent dilution resulting from stock splits,
stock dividends or similar transactions.
This Registration Statement shall hereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation Of Documents By Reference
The following documents filed by Progenics Pharmaceuticals, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:
(a) Annual Report on Form 10-K for the fiscal year ended December 31, 1997;
(b) Current Report on Form 8-K filed on February 6, 1998;
(c) Quarterly Report on Form 10-Q for the quarterly period ended March 31,
1998;
(d) Description of the Company's Common Stock contained in its Registration
Statement on Form 8-A, filed September 29, 1997.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the
date of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all of the 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. Any statement contained in a
document incorporated by reference in this Registration Statement to the extent
that a statement contained herein or in any subsequently filed document that is
also incorporated by reference herein modifies or supersedes such 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
Item 5. Interests of Named Experts and Counsel
Not applicable
Item 6. Indemnification of Directors and Officers
Pursuant to Section 145 of the General Corporation Law of the State of
Delaware, the Company's Certificate of Incorporation, Article XII of the
Company's By-laws and Indemnification Agreements the Company has entered into
with each of its directors and officers, the Company may be obligated under
certain conditions to indemnify its directors and officers against certain
liabilities and expenses arising from claims against them because of being such
a director or officer. In addition, the Company has obtained directors' and
officers' liability insurance insuring, subject to certain conditions, its
directors and officers against similar such liabilities and expenses.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
A list of Exhibits to this registration statement is set forth in the
Exhibit Index starting on page II-4 hereof.
II-2
<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) of this
section do not apply if the registration statement is on Form S-3, Form
S-8 or Form F-3, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission 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.
(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 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.
(h) 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.
II-2
<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 New York, State of New York on June 10, 1998.
PROGENICS PHARMACEUTICALS, INC.
by /s/Paul J. Maddon
Paul J. Maddon, M.D., Ph.D.
Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Paul J. Maddon, M.D., Ph.D. and Robert A.
McKinney, his or her true and lawful attorneys-in-fact and agents, each acting
alone, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any and
all amendments to this Registration Statement, including post-effective
amendments, and to file the same, with all exhibits thereto, and all 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 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 or she might or could do in person, and hereby ratifies and confirms all
that said attorneys-in-fact and agents, each acting alone, 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.
Signature Title Date
/s/ Paul J. Maddon ..... Chairman of the Board, June 10, 1998
Paul J. Maddon, M.D., Ph.D. Chief Executive Officer
and President (Principal
Executive Officer)
/s/ Robert A. McKinney.. Vice President, Finance and June 10, 1998
Robert A. McKinney Operations and Treasurer
(Principal Financial and
Accounting Officer)
/s/ Charles A. Baker.... Director June 10, 1998
Charles A. Baker
/s/ Mark F. Dalton ..... Director June 10, 1998
Mark F. Dalton
Director June 10, 1998
Stephen P. Goff, Ph.D..
Director June 10, 1998
Elizabeth M. Greetham
/s/ Paul F. Jacobson.... Director June 10, 1998
Paul F. Jacobson
/s/ David A. Scheinberg. Director June 10, 1998
David A. Scheinberg, M.D., Ph.D.
II-3
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
5 Opinion of M. Warren Browne
23(a) Consent of Coopers & Lybrand L.L.P.
23(b) Consent of M. Warren Browne (included in Exhibit 5)
24 Power of Attorney (included in signature page)
II-4
<PAGE>
Exhibit 5
June 10, 1998
Progenics Pharmaceuticals, Inc.
777 Old Saw Mill River Road
Tarrytown, New York 10591
Dear Sirs:
Reference is made to the Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities
and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), on behalf of Progenics Pharmaceuticals, Inc.
(the "Company"), relating to an aggregate of 1,050,000 shares of
the Company's Common Stock, par value $.0013 per share (the
"Shares"), issuable upon the exercise of certain options to be
granted under the Company's 1998 Employee Stock Purchase Plan,
1998 Non-Qualified Employee Stock Purchase Plan and Amended 1996
Stock Incentive Plan, as amended.
As counsel to the Company, I have examined such corporate
records and other documents and have considered such questions of
law as I have deemed necessary or appropriate for the purposes of
this opinion and, upon the basis of such examination, advise you
that, in my opinion, all necessary corporate proceedings by the
Company have been duly taken to authorize the issuance of the
Shares upon the exercise of options to be granted pursuant to the
Plans and that the Shares will, when issued upon exercise and in
accordance with the terms and conditions of the options to be
granted in accordance with the terms and conditions of the Plans,
be duly authorized, validly issued, fully paid and non-
assessable.
I hereby consent to the use of this opinion as Exhibit 5 to
the Registration Statement. This consent is not to be construed
as an admission that I am a person whose consent is required to
be filed with the Registration Statement under the provisions of
the Act.
Very truly yours,
/s/ M. Warren Browne
M. Warren Browne
<PAGE>
Exhibit 23(a)
Consent of Independent Accountants
________________________
We consent to the incorporation by reference in the registration statement
of Progenics Pharmaceuticals, Inc. (the "Company") on Form S-8 of our
report dated March 4, 1998, on our audits of the financial statements and
financial statement schedule 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.
/s/ Coopers & Lybrand L.L.P.
New York, New York
June 5, 1998
