<PAGE> 1
As filed with the Securities and Exchange Commission on July 12, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ENTREMED, INC.
(Exact Name of registrant as specified in its charter)
<TABLE>
<CAPTION>
Delaware 58-1959440
--------------------- ------------------
<S> <C>
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
9640 Medical Center Drive
Rockville, Maryland 20850
------------------------------------
(Address, including zip code, of principal executive offices)
EntreMed, Inc. 1999 Long Term Incentive Plan
--------------------------------------------------------------------------------
(Full title of the plans)
John W. Holaday, Ph.D
Chairman, President and Chief Executive Officer
EntreMed, Inc.
9640 Medical Center Drive
Rockville, Maryland 20850
(301) 217-9858
(Name, address, including zip code, and telephone number
including area code, of agent for service)
Copy to:
Richard E. Baltz, Esq.
Arnold & Porter
555 12th Street, N.W.
Washington, D.C. 20004
(202) 942-5124
---------------------
Calculation of Registration Fee
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Amount to be Offering Price Per Aggregate Offering Amount of
Title of Securities to be Registered Registered (1) Unit (2) Price (2) Registration Fee
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value per
share 1,750,000 $31.875 $55,781,250 $14,726.25
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416, promulgated under the Securities Act of 1933, as
amended, an additional undeterminable number of shares of Common Stock is
being registered to cover any adjustment in the number of shares of Common
Stock issuable pursuant to the anti-dilution provisions of the 1999 Long
Term Incentive Plan.
(2) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(h) based on, with respect to the 1,750,000 shares
of the Registrant's Common Stock issuable pursuant to the 1999 Long Term
Incentive Plan, the average of the high and low sale prices of the Common
Stock as reported on July 5, 2000, on the Nasdaq National Market which date
is within 5 business days prior to the date of the filing of this
Registration Statement.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by EntreMed, Inc. ("Registrant" or
"Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act") (File No. 000-20713), are incorporated herein by reference and made a
part hereof:
<TABLE>
<S> <C>
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1999 (as amended May 1, 2000).
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000; and the Company's Current Reports on Form 8-K as
filed on June 13, 2000 and June 15, 2000.
(c) The description of the Common Stock of the Company, par value
$0.01 per share ("Common Share"), contained in a registration
statement on Form 8-A filed by the Company on May 14, 1996, and
any amendments or reports filed for the purpose of updating such
description.
</TABLE>
All documents and reports subsequently filed by the Company with the
Commission after the date of this Registration Statement pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all Common Stock offered hereby
has been sold or which deregisters such Common Stock then remaining unsold,
shall be deemed to be incorporated in this Registration Statement by reference
and shall be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference in this Registration Statement 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 in this Registration
Statement modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or so 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.
II-1
<PAGE> 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL") sets
forth conditions and limitations governing the indemnification of officers and
directors of the Company and certain other persons. Section 145 of the DGCL is
hereby incorporated herein by reference. The Company's Certificate of
Incorporation and Bylaws provide that the Company shall indemnify any person to
the full extent permitted by the DGCL.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act"), may be permitted to directors,
officers or controlling persons of the Company pursuant to the Company's
Certificate of Incorporation and Bylaws and the DGCL, the Company has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
As authorized by Section 102(b)(7) of the DGCL, the Certificate of
Incorporation also limits, to the fullest extent permitted by Delaware law, a
director's liability for monetary damages for breach of fiduciary duty as a
director. The effect of this provision is to eliminate the rights of the
Company and its stockholders (through stockholders' derivative suits on behalf
of the Company) to recover monetary damages against a director for breach of
the fiduciary duty of care as a director (including breaches resulting from
negligent or grossly negligent behavior) except in certain limited situations.
This provision does not eliminate a director's duty of care nor does it limit
or eliminate the rights of the Company or any stockholder to seek non-monetary
relief or remedies such as an injunction or rescission in the event of a
director's breach of the duty of care. These provisions will not alter the
liability of directors under federal securities laws.
The Company has obtained and maintains insurance policies having a face
amount totaling $20,000,000 (subject to certain deductible provisions and
exclusions) covering its officers and directors and indemnifying them against
loss on account of claims made against them, including, but not limited to,
damages, judgments, costs and the costs of defense of such claims, arising from
breach of duty, neglect, error, negligent misrepresentations, omission or act,
or any claim arising solely by reason of status as an officer or director.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
II-2
<PAGE> 4
ITEM 8. EXHIBITS
The exhibits listed on the Exhibit Index on page II-6 of this
Registration Statement are filed herewith or are incorporated herein by
reference to other filings.
ITEM 9. UNDERTAKINGS
The 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, as amended;
(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 end 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% 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 (i) and (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 with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") that are incorporated
by reference in the 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
II-3
<PAGE> 5
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;
4. That, for purposes of determining any liability under the
Securities Act, each filing of the Company'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 new
securities at that time shall be deemed to be the initial bona
fide offering thereof.
5. 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
Securities 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 Securities Act and will
be governed by the final adjudication of such issue.
II-4
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company 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 Rockville, State of Maryland, on July 11, 2000.
ENTREMED, INC.
By: /s/ John W. Holaday
--------------------------------------
John W. Holaday, Ph.D.
Chairman of the Board of Directors,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ------ ----
<S> <C> <C>
/s/ John W. Holaday Chairman of the Board, President and July 11, 2000
------------------- Chief Executive Officer (Principal Executive
John W. Holaday, Ph.D Officer)
/s/ R. Nelson Campbell Vice President and Chief Financial
---------------------- Officer (Principal Financial and
R. Nelson Campbell Accounting Officer) July 11, 2000
/s/ Donald S. Brooks Director July 11, 2000
--------------------
Donald S. Brooks
/s/ Peter S. Knight Director July 11, 2000
-------------------
Peter S. Knight
/s/ Jerry Finkelstein Director July 11, 2000
---------------------
Jerry Finkelstein
/s/ Lee F. Meier Director July 11, 2000
----------------
Lee F. Meier
/s/ Mark C. M. Randall Director July 11, 2000
----------------------
Mark C.M. Randall
/s/ Wendell M. Starke Director July 11, 2000
---------------------
Wendell M. Starke
</TABLE>
II-5
<PAGE> 7
<TABLE>
<CAPTION>
INDEX TO EXHIBITS
------------------
<S> <C>
Exhibit 5 Opinion of Arnold & Porter, filed herewith.
Exhibit 23.1 Consent of Arnold & Porter, included in the opinion filed
as Exhibit 5 hereto.
Exhibit 23.2 Consent of Ernst & Young LLP, filed herewith.
Exhibit 24 Powers of Attorney of certain directors and officers of
the Registrant, filed herewith.
Exhibit 99.1 EntreMed, Inc. 1999 Long Term Incentive Plan, (incorporated
herein by reference to the Registrant's Quarterly Report on
Form 10-Q for the period ended June 30, 1999, filed with
the Commission on August 16, 1999).
</TABLE>
II-6
