<PAGE> 1
As filed with the Securities and Exchange Commission
on July 19, 1996
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
IMMULOGIC PHARMACEUTICAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 13-3397957
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
610 LINCOLN STREET, WALTHAM, MASSACHUSETTS 02154
(Address of Principal Executive Offices) (Zip Code)
1993 DIRECTOR'S STOCK OPTION PLAN
(Full title of the plan)
RICHARD N. SMALL
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
IMMULOGIC PHARMACEUTICAL CORPORATION
610 LINCOLN STREET
WALTHAM, MASSACHUSETTS 02154
(Name and address of agent for service)
(617) 466-6000
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
---------- ---------- --------- --------- ------------
Common Stock, 100,000 $7.00(1) $700,000(1) $242.00
$.01 par shares
value
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(1) Estimated solely for the purpose of calculating the registration
fee, and based upon the average of the high and low prices of the
Common Stock on the Nasdaq National Market on July 17, 1996 in
accordance with Rules 457(c) and 457(h) of the Securities Act of
1933.
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Page 1 of 9 pages
Exhibit Index begins on page 5
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Statement of Incorporation by Reference
---------------------------------------
This Registration Statement on Form S-8 incorporates by reference
the contents of the Registration Statement on Form S-8, File No.
33-89022, relating to the Registrant's 1993 Director's Stock
Option Plan.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Waltham, Commonwealth of
Massachusetts on the 18th day of July, 1996.
IMMULOGIC PHARMACEUTICAL CORPORATION
By: /s/ Robert J. Gerety
---------------------------------
Robert J. Gerety, M.D., Ph.D.
President and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of ImmuLogic
Pharmaceutical Corporation Inc. hereby severally constitute Robert J.
Gerety, Richard N. Small and Stacey L. Channing, and each of them
singly, our true and lawful attorneys with full power to them, and each
of them singly, to sign for us and in our names in the capacities
indicated below, the Registration Statement on Form S-8 filed herewith
and any and all subsequent amendments to said Registration Statement,
and generally to do all such things in our names and behalf in our
capacities as officers and directors to enable ImmuLogic Pharmaceutical
Corporation to comply with all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as
they may be signed by said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.
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Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following persons
in the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Robert J. Gerety President, Chief )
----------------------------- Executive Officer )
Robert J. Gerety, M.D., Ph.D. and Director )
(Principal Executive )
Officer) )
)
)
/s/ Richard N. Small Vice President, )
----------------------------- Chief Financial Officer )
Richard N. Small (Principal Financial )
and Accounting Officer) )
)
)
/s/ Malcolm L. Gefter Director )
----------------------------- )
Malcolm L. Gefter, Ph.D. )
)
)
)
)
/s/ Alan J. Dalby Director )
----------------------------- )
Alan J. Dalby )
) July 18, 1996
)
)
)
/s/ M Howard Jacobson Director )
----------------------------- )
M Howard Jacobson )
)
)
)
)
/s/ Kenneth L. Melmon Director )
----------------------------- )
Kenneth L. Melmon, M.D. )
)
)
)
)
/s/ Larry Soll Director )
----------------------------- )
Larry Soll, Ph.D. )
)
)
)
)
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EXHIBIT INDEX
-------------
Exhibit
Number Description
------ -----------
4.1 * By-Laws of the Registrant
4.2 * Specimen Certificate of Common Stock of
the Registrant
4.3 ** Rights Agreement, dated as of July 11, 1995,
between the Registrant and the First National
Bank of Boston, as Rights Agent, as amended
5 Opinion of Hale and Dorr
23.1 Consent of Hale and Dorr (included in Exhibit 5)
23.2 Consent of Coopers & Lybrand L.L.P.
24 Power of Attorney (included in the signature pages
of this Registration Statement)
----------------------
* Incorporated herein by reference from the Registrant's
Registration Statement on Form S-1 (File No. 33-39592).
** Incorporated herein by reference from the Registrant's Current
Report on Form 8-K dated July 11, 1995.
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Hale and Dorr
60 State Street
Boston, Massachusetts 02109
(617) 526-6000
July 18, 1996
ImmuLogic Pharmaceutical Corporation
610 Lincoln Street
Waltham, MA 02154
Re: Registration Statement on Form S-8
1993 Director's Stock Option Plan
----------------------------------
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the Securities
and Exchange Commission relating to an additional 100,000 shares of
Common Stock, $.01 par value per share (the "Shares"), of ImmuLogic
Pharmaceutical Corporation, a Delaware corporation (the "Company"),
issuable under the Company's 1993 Director's Stock Option Plan, as
amended (the "Plan").
We have examined the Restated Certificate of Incorporation, as
amended and the By-Laws of the Company, and originals, or copies
certified to our satisfaction, of all pertinent records of the meetings
of the directors and stockholders of the Company, the Registration
Statement and such other documents relating to the Company as we have
deemed material for the purposes of this opinion.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents
submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies, and
the authenticity of the originals of such latter documents.
Based on the foregoing, we are of the opinion that the Company has
duly authorized for issuance the shares of its Common Stock covered by
the Registration Statement to be issued under the Plan, as described in
the Registration Statement, and such shares, when issued in accordance
with the terms of the Plan at a price per share at least equal to the
par value per share of the Common Stock, will be legally issued, fully
paid and nonassessable.
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We hereby consent to the filing of this opinion with the
Securities and Exchange Commission in connection with the Registration
Statement.
Very truly yours,
/s/ Hale and Dorr
----------------------------
HALE AND DORR
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
Immulogic Pharmaceutical Corporation (the "Company") on Form S-8 to register
100,000 shares of the Company's common stock for the 1993 Director's Stock
Option Plan of our report, dated February 9, 1996, except for the information
contained in Note F, for which the date is March 22, 1996, on our audit of the
consolidated financial statements of the Company as of December 31, 1995 and
1994, and for each of the three years in the period ended December 31, 1995,
which report is included in the Company's 1995 Annual Report on Form 10-K.
/s/ COOPERS & LYBRAND L.L.P.
----------------------------
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
July 18, 1996
