<PAGE> 1
As filed with the Securities and Exchange Commission on February 5, 1998.
Registration No. 333- __________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
ORAVAX, INC.
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(Exact name of issuer as specified in its charter)
Massachusetts 04-3085209
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
38 Sidney Street, Cambridge, Massachusetts 02139
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(Address of Principal Executive Offices) (Zip Code)
401(K) SAVINGS AND RETIREMENT PLAN
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(Full Title of the Plan)
John M. Westcott, Jr., Esq.
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c/o Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
(Name and Address of Agent for Service)
(617) 526-6000
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(Telephone Number, Including Area Code, of Agent For Service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount
to be to be Price Per Offering of Registration
Registered Registered Share (1) Price (1) Fee (1)
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<S> <C> <C> <C> <C>
Common Stock,
$.001 par value 100,000 shares $2.25 $225,000 $67
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) and based on the average of the reported
high and low sale prices of the registrant's Common Stock on the Nasdaq
National Market on January 29, 1998.
2
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Statement of Incorporation by Reference
This Registration Statement on Form S-8 (the "Registration Statement")
incorporates by reference the contents of the Registration Statement on Form
S-8, File No. 33-94988, filed by OraVax, Inc., a Delaware corporation (the
"Company"), with the Securities and Exchange Commission on July 26, 1995,
relating to the Company's 401(k) Savings and Retirement Plan.
3
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Boston, Commonwealth of Massachusetts, on the 30th
day of January, 1998.
ORAVAX, INC.
By: /s/ Lance K. Gordon
--------------------------
Lance K. Gordon,
President and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned Directors and Officers of the Company hereby constitute
Lance K. Gordon and John M. Westcott, Jr., 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 Directors and Officers to enable OraVax, Inc. to
comply with all requirements of the Securities Act of 1933, as amended, and 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.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
4
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SIGNATURE TITLE DATE
(i) Principal executive )
officer and principal )
financial and accounting )
officer: )
)
)
/s/ Lance K. Gordon President and )
- -------------------------------- Chief Executive )
Lance K. Gordon Officer )
)
)
)
)
(ii) A majority of the )
Board of Directors: )
)
)
/s/ Lance K. Gordon Director ) January 30, 1998
- -------------------------------- )
Lance K. Gordon )
)
)
/s/ C. Boyd Clarke Director )
- -------------------------------- )
C. Boyd Clarke )
)
)
/s/ Andre L. Lamotte Director )
- -------------------------------- )
Andre L. Lamotte )
)
)
/s/ Douglas MacMaster Director )
- -------------------------------- )
Douglas MacMaster )
)
)
/s/ Allen Misher Director )
- -------------------------------- )
Allen Misher )
)
5
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE
4.1* Second Amended and Restated Certificate --
of Incorporation of the Registrant.
4.2* Amended and Restated By-Laws of the --
Registrant
5.1 Opinion of Hale and Dorr LLP. 6
23.1 Consent of Coopers & Lybrand L.L.P. 8
23.2 Consent of Hale and Dorr LLP (included in 6
Exhibit 5.1).
24 Power of Attorney (included on page 3
3 of this Registration Statement).
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* Incorporated herein by reference to the Company's Registration Statement on
Form S-1, as amended (File No. 33-90936).
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Exhibit 5.1
[LETTERHEAD OF HALE AND DORR LLP APPEARS HERE]
February 5, 1998
OraVax, Inc.
38 Sidney Street
Cambridge, Massachusetts 02139
Re: 401(k) Savings and Retirement
-----------------------------
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 100,000 shares (the "Shares") of Common Stock, $.001 par
value per share, of OraVax, Inc., a Delaware corporation (the "Company"),
issuable under the Company's 401(k) Savings and Retirement Plan (the "Plan").
We have examined the Second Amended and Restated Certificate of
Incorporation of the Company and all amendments thereto in the Office of the
Secretary of the State of Delaware, 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 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, photostatic or facsimile copies, and the authenticity of the
originals of such documents.
<PAGE> 2
OraVax, Inc.
February 5, 1998
Page 2
Based upon the foregoing, it is our opinion that the Shares have been duly
authorized for issuance under the Plan, and the Shares, when issued and paid for
in accordance with the terms of the Plan at a price per share in excess of the
par value per share for such Shares, will be legally issued, fully paid and
nonassessable.
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 LLP
HALE AND DORR LLP
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
OraVax, Inc. on Form S-8 to register 100,000 shares of common stock, $.001 par
value, of our report dated February 7, 1997, on our audits of the consolidated
financial statements of OraVax, Inc. as of December 31, 1996 and 1995 and for
each of the three years in the period ended December 31, 1996, which report is
included in the Annual Report on Form 10-K of OraVax, Inc. for the year ended
December 31, 1996.
We also consent to the incorporation by reference in this registration
statement of our report, dated March 28, 1997, on our audits of the combined
financial statements of OraVax Merieux Co. and Merieux OraVax Co. Partnerships
as of December 31, 1996 and 1995 and for the year ended December 31, 1996 and
for the period from March 31, 1995 (date of inception) to December 31, 1995,
which report is included in the Annual Report on Form 10-K of OraVax, Inc. for
the year ended December 31, 1996.
/s/ Coopers & Lybrand L.L.P.
--------------------------------
Coopers & Lybrand L.L.P.
Boston, Massachusetts
February 5, 1998
