As filed with the Securities and Exchange Commission on October 30, 1998.
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
450 FIFTH STREET, N.W.
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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TRIMERIS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 56-1808663
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
4727 University Drive, Suite 100
Durham, NC 27707
(Address of Principal Executive Offices, including zip code)
TRIMERIS, INC.
AMENDED AND RESTATED STOCK
INCENTIVE PLAN
(Full Title of the Plan)
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<S> <C>
M. Ross Johnson Copy to:
Trimeris, Inc. Merrill M. Mason, Esq.
4272 University Drive, Suite 100 Hutchison & Mason PLLC
Durham, NC 27707 4011 Westchase Boulevard, Suite 400
(919) 419-6050 Raleigh, NC 27607
(Name, Address and Telephone (919) 829-9600
Number of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed Maximum
Amount To Maximum Aggregate Amount of
Title of Securities Be Offering Price Offering Registration
To Be Registered Registered Per Share Price Fee
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Common Stock,
par value $0.001 per
share 750,000 (1) $5.00 (2) $3,750,000(2) $1,043.00
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(1) Plus such additional number of shares as may be required pursuant to the
Trimeris, Inc. Amended and Restated Stock Incentive Plan (the "Plan") in
the event of a stock dividend, reverse stock split, split-up,
recapitalization or other similar event as provided under the terms of the
Plan.
(2) Estimated solely for purposes of calculating the registration fee. The
maximum offering price per share is based upon the average of the high
and low trading prices of the Common Stock of the Registrant as
reported on the Nasdaq National Market on October 27, 1998, in
accordance with Rules 457(c) and 457(h) of the Securities Act of 1933,
as amended.
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<PAGE>
INCORPORATION OF PREVIOUS REGISTRATION STATEMENT
Pursuant to General Instruction E of Form S-8, this Registration Statement
is filed solely to register an additional 750,000 shares of Common Stock of the
Registrant under the Trimeris, Inc. Amended and Restated Stock Incentive Plan.
An aggregate of 852,941 shares were previously registered for issuance under the
Plan on Form S-8 Registration Statement No. 333-44145, filed with the Commission
on or about January 12, 1998. Pursuant to General Instruction E, the contents of
the Registrant's Form S-8 Registration Statement No. 333-44145 are hereby
incorporated herein by reference.
<PAGE>
SIGNATURES
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
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 Durham, State of North Carolina, on this 30th day of
October, 1998.
TRIMERIS, INC.
By: /s/ M. Ross Johnson
-----------------------------------------
M. Ross Johnson
President, Chief Executive Officer and
Chief Scientific Officer
We, the undersigned officers and directors of Trimeris, Inc., do hereby
severally constitute and appoint M. Ross Johnson and Matthew A. Megaro our true
and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for us and in our names, places and steads, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as we
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to
be done by virtue hereof.
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.
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<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Jesse I. Treu, Ph.D. October 28, 1998
- ------------------------ Chairman of the Board of Directors ------------------------
Jesse I. Treu, Ph.D.
/s/ M. Ross Johnson, Ph.D. October 28, 1998
- ------------------------ President, Chief Executive Officer, Chief ------------------------
M. Ross Johnson, Ph.D. Scientific Officer and Director (Principal
Executive Officer)
/s/ Jeffrey M. Lipton Director October 28, 1998
- --------------------- ------------------------
Jeffrey M. Lipton
/s/ Dani P. Bolognesi,Ph.D. Director October 28, 1998
- --------------------- ------------------------
Dani P. Bolognesi, Ph.D.
/s/ Matthew A. Megaro October 28, 1998
- ---------------------- Chief Operating Officer, Chief Financial ------------------------
Matthew A. Megaro Officer, Executive Vice President and
Secretary (Principal Accounting and
Financial Officer)
/s/ Brian H. Dovey Director October 28, 1998
- ------------------------ -----------------------
Brian H. Dovey
/s/ Charles A. Sanders Director October 28, 1998
- ------------------------ -----------------------
Charles A. Sanders, M.D.
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<PAGE>
Exhibit No. Description
5.1 Legal opinion of Hutchison & Mason PLLC
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Hutchison & Mason PLLC (Contained in Exhibit 5.1)
24.1 Power of Attorney (Contained on signature page)
October 30, 1998
Trimeris, Inc.
4727 University Drive
Suite 200
Durham, North Carolina 27707
Gentlemen:
We refer to the registration statement on Form S-8 (the "Registration
Statement"), to be filed by Trimeris, Inc. (the "Company") with the Securities
and Exchange Commission on or about October 30, 1998 under the Securities Act
of 1933, as amended, relating to the registration of an additional 750,000
shares (the "Shares") of common stock of the Company, par value $0.001 per share
(the "Common Stock"), by the Company pursuant to the Trimeris, Inc. Amended and
Restated Stock Incentive Plan (the "Plan").
As counsel for the Company, we have examined such corporate records, other
documents and such questions of law as we have considered necessary or
appropriate for the purposes of this opinion. In our examination of the
foregoing documents, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as copies, the authenticity
of the originals of such documents and the legal competence of all signatories
to such documents.
We assume that the appropriate action will be taken, prior to the offer
and sale of the Shares to register and qualify the Shares for sale under all
applicable state securities laws. We further assume that all Shares issued or to
be granted pursuant to the Plan will be issued in accordance with the terms of
such Plan and that the purchase price of the Shares will be greater than or
equal to the par value per share of the Shares.
Based upon and subject to the foregoing, we advise you that, in our
opinion, (i) the Plan, as amended, has been duly adopted and authorized by the
board of directors and the stockholders of the Company, and (ii) upon payment of
the consideration and termination or lapse of any restrictions set forth in any
award agreement under the Plan, and delivery of the certificates evidencing the
shares so acquired, the shares of Common Stock issued will be legally issued,
fully paid and nonassessable.
It is understood that this opinion is to be used only in connection with
the offer and sale of the Shares while the Registration Statement is in effect.
We express no opinion herein as the laws of any state or jurisdiction other than
the state laws of the North Carolina, the Delaware General Corporation Law and
the federal laws of the United States of America.
<PAGE>
Trimeris, Inc.
October 30, 1998
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our name therein under the
caption "Interests of Named Experts and Counsel." This consent is not to be
construed as an admission that we are a person whose consent is required to be
filed with the Registration Statement under the provisions of the Securities Act
of 1933.
Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matter.
Very truly yours,
Hutchison & Mason PLLC
--------------------------
/s/ Hutchison & Mason PLLC
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors and Stockholders
Trimeris, Inc.:
We consent to incorporation by reference in this Registration Statement on Form
S-8 of Trimeris, Inc. (A Development Stage Company), for the Amended and
Restated Stock Incentive Plan, of our report dated January 30, 1998, relating to
the balance sheets of Trimeris, Inc. as of December 31, 1996 and 1997, and the
related statements of operations, stockholders' equity (deficit), and cash flows
for each of the years in the three-year period ended December 31, 1997 and for
the cumulative period from the date of inception to December 31, 1997, which
report appears in the December 31, 1997 annual report on Form 10-K of Trimeris,
Inc.
/s/ KPMG Peat Marwick LLP
-------------------------
KPMG Peat Marwick LLP
Raleigh, North Carolina
October 30, 1998
