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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 8, 1997
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AUTOIMMUNE INC.
(Exact name of issuer as specified in its charter)
DELAWARE 13-3489062
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
128 SPRING STREET, LEXINGTON, MASSACHUSETTS 02173
(Address of principal executive offices)
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AUTOIMMUNE INC.
AMENDED AND RESTATED 1988 STOCK OPTION PLAN
(Full title of plan)
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ROBERT C. BISHOP, PH.D.
CHIEF EXECUTIVE OFFICER
AUTOIMMUNE INC.
128 SPRING STREET
LEXINGTON, MASSACHUSETTS 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, MASSACHUSETTS 02110-2699
(617) 439-2000
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES AMOUNT BEING OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED (1) PER SHARE (2) OFFERING PRICE (2) FEE
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<S> <C> <C> <C> <C>
Common Stock,
$.01 par value per share 600,000 shares $2.84375 $1,706,250 $503.34
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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 indeterminate number of additional
shares of Common Stock that may become issuable pursuant to certain
antidilution provisions of the Registrant's Amended and Restated 1988 Stock
Option Plan.
(2) Calculated pursuant to Rule 457(h) under the Securities Act of 1933, based
upon the average of the high and low prices per share of Common Stock
reported on the Nasdaq/NMS on December 3, 1997.
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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. Amended and Restated 1988 Stock Option Plan (the "Plan").
Pursuant to General Instruction E to Form S-8, the Registration Statement on
Form S-8 (Registration No. 33-69534) filed with the Securities and Exchange
Commission on September 28, 1993, in respect of the original 2,500,000 shares of
the Common Stock of AutoImmune Inc. issued or issuable under the Plan, and the
Registration Statement on Form S-8 (Registration No. 33-93016) filed with the
Securities and Exchange Commission on June 2, 1995 in respect of an additional
600,000 shares of the Common Stock of Auto Immune 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 Statements, are
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, thereunto
duly authorized, in the Town of Lexington, Commonwealth of Massachusetts, on the
3rd day of December, 1997.
AUTOIMMUNE INC.
By: /s/Robert C. Bishop
----------------------------
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 December 3, 1997
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Robert C. Bishop
President, Chief Executive Officer
and Director
/s/Heather Ellerkamp December 3, 1997
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Heather Ellerkamp
Acting Chief Financial Officer and Treasurer
/s/Barry Weinberg December 3, 1997
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Barry Weinberg
Chairman of the Board of Directors
/s/Hugh A. D'Andrade December 3, 1997
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Hugh A. D'Andrade
Director
/s/Allan R. Ferguson December 3, 1997
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Allan R. Ferguson
Director
/s/R. John Fletcher December 3, 1997
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R. John Fletcher
Director
/s/Henri A. Termeer December 3, 1997
- --------------------------------------------------------
Henri A. Termeer
Director
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EXHIBIT INDEX
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Exhibit
Number Page
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<C> <S> <C>
4.1 AutoImmune Inc. Amended and Restated 1988 Stock *
Option Plan
4.3 Specimen Common Stock Certificate **
5 Opinion of Nutter, McClennen & Fish, LLP
23.1 Consent of Nutter, McClennen & Fish, LLP (contained in
Exhibit 5 herewith)
23.2 Consent of Price Waterhouse LLP
</TABLE>
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* Incorporated by reference to Exhibit 4.1 to the
Registrant's Registration Statement on Form S-1
(File No. 33-55430).
** Incorporated by reference to Exhibit 4.3 to the Registrant's
Registration Statement on Form S-8
(File No. 33-93016)
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EXHIBIT 5
NUTTER, McCLENNEN & FISH, LLP
ATTORNEYS AT LAW
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110-2699
TELEPHONE: (617) 439-2000 FACSIMILE: (617) 973-9748
December 3, 1997
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)
600,000 shares of the Company's Common Stock, $.01 par value (the "Common
Stock") issuable pursuant to the Company's Amended and Restated 1988 Stock
Option Plan (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 this
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
600,000 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.
December 3, 1997
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
CA/SLG/dcn
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated February 21, 1997, which appears on
Page F-2 of AutoImmune's Annual Report on Form 10-K for the year ended December
31, 1996.
/s/Price Waterhouse LLP
PRICE WATERHOUSE LLP
Boston Massachusetts
December 3, 1997
