<PAGE> 1
As filed with the Securities and Exchange Commission on February 12, 1999
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)
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<CAPTION>
<S> <C>
Delaware 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)
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401(K) SAVINGS AND RETIREMENT PLAN
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(Full Title of the Plan)
John M. Westcott, Jr., Esq.
c/o Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
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(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
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<CAPTION>
=======================================================================================================
Proposed Maximum Proposed
Title of Offering Maximum
Securities Amount Price Per Aggregate Amount
to be to be Share (1) Offering of Registration
Registered Registered Price (1) Fee
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<S> <C> <C> <C> <C>
Common Stock,
$.001 par value 85,000 shares $0.64 $54,400 $16.00
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(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 NASD OTC
Bulletin Board on February 5, 1999.
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 10 day
of February, 1999.
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, Brigid A. Makes 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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<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
(i) Principal executive )
officer: )
)
)
/s/ Lance K. Gordon President and )
- ------------------------------------ Chief Executive )
Lance K. Gordon Officer )
)
)
(ii) Principal financial and )
accounting officer: )
)
)
/s/ Brigid A. Makes Vice President, Finance )
- ------------------------------------ and Chief Financial )
Brigid A. Makes Other )
)
)
(iii) A majority of the )
Board of Directors: )
)
)
/s/ Lance K. Gordon Director ) February 10, 1999
- ------------------------------------ )
Lance K. Gordon )
)
)
/s/ Andre L. Lamotte Director )
- ------------------------------------ )
Andre L. Lamotte )
)
)
Director )
- ------------------------------------ )
Douglas MacMaster )
)
)
/s/ Allen Misher Director )
- ------------------------------------ )
Allen Misher
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EXHIBIT INDEX
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Exhibit No. Description Page
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<S> <C> <C>
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. 7
23.1 Consent of PricewaterhouseCoopers LLP 8
23.2 Consent of Hale and Dorr LLP (included in 7
Exhibit 5.1).
24 Power of Attorney (included on page 4
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
HALE AND DORR LLP
COUNSELLORS AT LAW
60 STATE STREET, BOSTON, MASSACHUSETTS 02109
617-526-6000 * FAX 617-526-5000
February 10, 1999
OraVax, Inc.
38 Sidney Street
Cambridge, Massachusetts 02139
Re: 401(k) Savings & Retirement 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 85,000 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 & Retirement Plan (the "Plan").
We have examined the Second Amended & Restated Certificate 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.
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
WASHINGTON, DC BOSTON, MA LONDON, UK*
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HALE AND DORR LLP INCLUDES PROFESSIONAL CORPORATIONS
*BROBECK HALE AND DORR INTERNATIONAL (AN INDEPENDENT JOINT VENTURE LAW FIRM)
<PAGE> 1
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 85,000 shares of common stock of our report
dated March 27, 1998, on our audits of the consolidated financial statements of
OraVax, Inc. as of December 31, 1996 and 1997 and for each of the three years in
the period ended December 31, 1997, which report is included in the 1997 Annual
Report on Form 10-K of OraVax, Inc.
We also consent to the incorporation by reference in this registration statement
of our report, dated March 27, 1998, on our audits of the combined financial
statements of OraVax Merieux Co. and Merieux OraVax Co. (both development stage
enterprises) as of December 31, 1996 and 1997 and for the period from inception
(March 31, 1995) through December 31, 1995 and for the years ended December 31,
1996 and 1997, which report is included in the 1997 Annual Report on Form 10-K
of OraVax, Inc.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
February 10, 1999
