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As filed with the Securities and Exchange Commission on May 23, 1996
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AUTOIMMUNE INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3489062
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
128 Spring Street, Lexington, MA 02173
(Address of Principal Executive Offices)
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AUTOIMMUNE INC.
STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
(Full Title of Plan)
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Robert C. Bishop, Ph.D.
President and
Chief Executive Officer
AutoImmune Inc.
128 Spring Street, Lexington, MA 02173
(617) 860-0710
(Name, address and telephone number of agent for service)
Copy to:
Constantine Alexander, Esq.
Nutter, McClennen & Fish, LLP
One International Place
Boston, MA 02110-2699
(617) 439-2000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed
Maximum
Proposed Aggregate Amount of
Title of Securities Amount to be Maximum Offering Offering Registration
to be Registered Registered (1) Price Per Share (2) Price (2) Fee (2)
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<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 225,000 $10.3125 $2,320,312.50 $800.11
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</TABLE>
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(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
Registration Statement also covers an indeterminable number of additional
shares of Common Stock that may become issuable pursuant to certain
antidilution provisions of the Registrant's Stock Option Plan for
Nonemployee Directors.
(2) Calculated pursuant to Rule 457(h) under the Securities Act of 1933, as
amended, based upon the average of the bid and asked prices per share of
Common Stock reported on the Nasdaq/NMS on May 20, 1996.
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Shares covered by this Registration Statement are issuable from time
to time upon the exercise of stock options granted or to be granted under the
AutoImmune Inc. Stock Option Plan for Nonemployee Directors (the "Plan").
Pursuant to General Instruction E to Form S-8, the Registration Statement on
Form S-8 (Registration No. 33-82972) filed with the Securities and Exchange
Commission on August 17, 1994, in respect of the original 75,000 shares of
Common Stock of AutoImmune Inc. issued or issuable under the Plan, including any
statement contained in a document incorporated or deemed to be incorporated by
reference into said Registration Statement, is incorporated by reference into
this Registration Statement.
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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 on Form S-8 to be signed on its behalf by the
undersigned, thereto duly authorized, in the city of Boston, Commonwealth of
Massachusetts, on the 23rd day of May, 1996.
AUTOIMMUNE INC.
By: /s/ Robert C. Bishop
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Robert C. Bishop, Ph.D.
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 on
behalf of the registrant in the capacities and on the dates indicated.
/s/ Robert C. Bishop May 23, 1996
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Robert C. Bishop, President,
Chief Executive Officer and Director
/s/ Michael W. Rogers May 23, 1996
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Michael W. Rogers, Vice President,
Chief Financial Officer and Treasurer
/s/ Barry Weinberg May 23, 1996
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Barry Weinberg,
Chairman of the Board of Directors
/s/ Hugh A. D'Andrade May 23, 1996
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Hugh A. D'Andrade, Director
/s/ Allan R. Ferguson May 23, 1996
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Allan R. Ferguson, Director
/s/ R. John Fletcher May 23, 1996
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R. John Fletcher, Director
/s/ Henri A. Termeer May 23, 1996
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Henri A. Termeer, Director
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
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Number Page
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<S> <C> <C>
4.1 AutoImmune Inc. Stock Option Plan *
for Nonemployee Directors
4.3 Specimen Common Stock Certificate **
5 Opinion of Nutter, McClennen & 6
Fish, LLP
23.1 Consent of Nutter, McClennen & Contained
Fish, LLP in Exhibit 5
23.2 Consent of Price Waterhouse LLP 9
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* Incorporated by reference to
Appendix A to the Registrant's
definitive Proxy Statement dated
April 9, 1996 for the annual
meeting of shareholders held on May
15, 1996 filed pursuant to Section
14 of the Securities Exchange Act
of 1934, as amended.
** Incorporated by reference to
Exhibit 4.3 to the Registrant's
Registration Statement on Form S-8
(File No. 33-93016)
</TABLE>
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[LETTERHEAD OF NUTTER, MCCLENNEN & FISH, LLP APPEARS HERE]
May 22, 1996
AutoImmune Inc.
128 Spring Street
Lexington, MA 02173
Gentlemen/Ladies:
Reference is made to the registration statement on Form S-8 (the
"Registration Statement') that AutoImmune Inc. (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 (i)
225,000 shares of the Company's Common Stock, $.01 par value (the "Common
Stock") issuable pursuant to the Company's Stock Option Plan for Nonemployee
Directors (the "Plan") and (ii) an indeterminate number of shares of such Common
Stock which may be issued or become issuable pursuant to certain antidilution
provisions of the Plan.
We have acted as legal counsel for the Company in connection with the
amendment to the Plan, are familiar with the Company's Amended and Restated
Certificate of Incorporation and By-Laws, both as amended to date, 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
225,000 shares of Common Stock referred to above will be duly and validly
issued, fully paid and non-assessable.
2. The additional shares of Common Stock which may become issuable
pursuant to certain antidilution provisions of the Plan, if and when issued in
accordance with the terms of the Plan and upon compliance with the applicable
provisions of law and of the Company's Amended and Restated Certificate of
Incorporation and By-Laws, both as then amended, will be duly and validly
issued, fully paid and non-assessable.
<PAGE>
AutoImmune Inc.
May 22, 1996
Page 2
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 of Common Stock 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
DMM/CA
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CONSENT OF INDEPENDENT ACCOUNTANTS
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We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 29, 1996, appearing on page
F-2 of the Financial Statements of AutoImmune Inc. on Form 10-K for the year
ended December 31, 1995. We also consent to the incorporation by reference of
our report on the Financial Statement Schedule, as listed on page F-1 on Form
10-K for the year ended December 31, 1995.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Boston, Massachusetts
May 22, 1996
