<PAGE>
As filed with the Securities and Exchange Commission on December 31, 1996
Registration No. 33-84042
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------
IGEN INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 94-2852843
(State of Incorporation) (I.R.S. Employer Identification No.)
16020 INDUSTRIAL DRIVE
GAITHERSBURG, MD 20877
(301) 984-8000
- --------------------------------------------------------------------------------
(Address and telephone number of principal executive offices)
1994 STOCK OPTION PLAN
1994 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
- --------------------------------------------------------------------------------
(Full title of the plans)
SAMUEL J. WOHLSTADTER
CHIEF EXECUTIVE OFFICER
IGEN INTERNATIONAL, INC.
16020 INDUSTRIAL DRIVE
GAITHERSBURG, MD 20877
(301) 984-8000
- --------------------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------------------
COPIES TO:
ANDREI M. MANOLIU, ESQ.
COOLEY GODWARD LLP
FIVE PALO ALTO SQUARE
PALO ALTO, CALIFORNIA 94306
(415) 843-5000
----------------------------
<PAGE>
This Registration Statement shall become effective immediately upon filing
with the Securities and Exchange Commission, and sales of the registered
securities will begin as soon as practicable after such effective date.
IGEN International, Inc., a Delaware corporation (the "Registrant"), as the
successor corporation to IGEN, Inc., a California corporation (the
"Predecessor"), hereby adopts the Predecessor's Form S-8 Registration Statement
(Registration No. 33-84042) as its own for all purposes of the Securities Act of
1933 and the Securities Exchange Act of 1934.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Because the Registrant is now incorporated in the State of Delaware, Item 6
of Part II of the Registration Statement is amended to read as follows:
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Pursuant to the Delaware General Corporation Law, the Registrant has
adopted provisions in its Certificate of Incorporation that eliminate the
personal liability of its directors to the Registrant and its stockholders for
monetary damages for breach of their fiduciary duties in certain circumstances.
The Registrant's Bylaws require Registrant to indemnify its directors and
officers to the fullest extent permitted by the Delaware General Corporation
Law. The Registrant's Bylaws expressly authorize the use of indemnification
agreements, and the Registrant has entered into separate indemnification
agreements with its directors and certain of its officers. The Registrant's
Bylaws also expressly authorize, to the fullest extent permitted by the Delaware
General Corporation Law, the Registrant, upon approval by the Board of
Directors, to purchase insurance on behalf of its directors and officers, and
the Registrant has obtained director and officer liability insurance.
2.
<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
of the requirements for filing on Form S-8 and has duly caused this Post-
Effective Amendment No. 1 to Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Gaithersburg,
County of Montgomery, State of Maryland, as of the 31st day of December, 1996.
IGEN INTERNATIONAL, INC.
By /s/ SAMUEL J. WOHLSTADTER
---------------------------------
Samuel J. Wohlstadter
Chairman of the Board and
Chief Executive Officer
3.
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Samuel J. Wohlstadter and Richard J.
Massey, and each or any one of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
to this Post-Effective Amendment No. 1 to Registration Statement, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities and as of the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ SAMUEL J. WOHLSTADTER Chairman of the Board and Chief December 31, 1996
- ------------------------- Executive Officer
Samuel J. Wohlstadter
/s/ RICHARD J. MASSEY President, Chief Operating Officer December 31, 1996
- ------------------------- and Director
Richard J. Massey
/s/ EDWARD B. LURIER Director December 31, 1996
- -------------------------
Edward B. Lurier
/s/ WILLIAM J. O'NEILL Director December 31, 1996
- --------------------------
William J. O'Neill
Director December __, 1996
- --------------------------
Hubert Rehkaemper
Director December __, 1996
- --------------------------
Robert Salsmans
</TABLE>
4.
