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As filed with the Securities and Exchange Commission on October 19, 2000
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
______________________
TARGETED GENETICS CORPORATION
(Exact name of Registrant as specified in its charter)
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<S> <C>
Washington 91-1549568
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
</TABLE>
1100 Olive Way, Suite 100
Seattle, Washington 98101
(Address of principal executive offices, including zip code)
TARGETED GENETICS CORPORATION
2000 GENOVO, INC. ROLL-OVER STOCK OPTION PLAN
(Full title of the plan)
H. STEWART PARKER
President and Chief Executive Officer
Targeted Genetics Corporation
1100 Olive Way, Suite 100
Seattle, Washington 98101
(206) 623-7612
(Name, address and telephone number, including area code, of agent for service)
______________________
Copy to:
STEPHEN M. GRAHAM
Orrick, Herrington & Sutcliffe LLP
701 Fifth Avenue, Suite 6500
Seattle, Washington 98104
______________________
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum
Title of Securities Number to Be Proposed Maximum Aggregate Offering Amount of
to Be Registered Registered(1) Offering Price Per Share(2) Price(2) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value per share 679,444 $9.31 $6,325,624 $1,670
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(1) This registration statement shall also cover any additional shares that may
become issuable under the plan being registered hereby as a result of any
future stock split, stock dividend, recapitalization or similar adjustment
effected without the receipt of consideration that results in an increase
in the number of outstanding shares of the registrant's common stock.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended. The
price per share is estimated to be $9.31, based on the average of the
high ($10.375) and low ($8.25) prices for the registrant's common stock on
October 13, 2000, as reported on the Nasdaq National Market.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference into this
Registration statement:
(a) The registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed on March 23, 2000, which contains audited
financial statements for the most recent fiscal year for which such statements
have been filed;
(b) The registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2000, filed on May 15, 2000;
(c) The registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2000, filed on August 11, 2000;
(d) The registrant's Current Report on Form 8-K, filed on August
23, 2000;
(e) The registrant's Current Report on Form 8-K, filed on
September 13, 2000;
(f) The registrant's Current Report on Form 8-K, filed on October
2, 2000; and
(g) The description of the registrant's Common Stock contained in
the registrant's registration statements on Form 8-A filed on April 26, 1994 and
October 22, 1996 under Section 12(g) of the Securities Exchange Act of 1934 (the
"Exchange Act"), including any amendments or reports filed for the purpose of
updating such description.
All documents filed by the registrant pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date hereof and before the
filing of a post-effective amendment that indicates that the securities offered
hereby have been sold or that deregisters the securities covered hereby then
remaining unsold, shall also be deemed to be incorporated by reference into and
to be a part of this registration statement, commencing on the respective dates
on which such documents are filed.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act authorize a court to award, or a corporation's board of
directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act"). Section 10 of the registrant's Restated Bylaws provides for
indemnification of the registrant's directors, officers, employees and agents to
the maximum extent permitted by Washington law.
Section 23B.08.320 of the Washington Business Corporation Act
authorizes a corporation to limit a director's liability to the corporation or
its shareholders for monetary damages for acts or omissions as a director,
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except in certain circumstances involving intentional misconduct, self-dealing
or illegal corporate loans or distributions, or any transactions from which the
director personally receives a benefit in money, property or services to which
the director is not entitled. Article 11 of the registrant's Amended and
Restated Articles of Incorporation contains provisions implementing, to the
fullest extent permitted by Washington law, such limitations on a director's
liability to the registrant and its shareholders.
The registrant has entered into indemnification agreements with
certain of its executive officers and directors, in which the registrant has
agreed to hold harmless and indemnify each such officer or director to the
fullest extent permitted by Washington law. Under these indemnification
agreements, the officer or director is not indemnified for any action, suit,
claim or proceeding instituted by or at the direction of the officer or director
unless such action, suit, claim or proceeding is or was authorized by the
registrant's board of directors or unless the action is to enforce the
provisions of the indemnification agreements.
No indemnity pursuant to the indemnification agreements may be
provided by the registrant on account of any suit in which a final, unappealable
judgment is rendered against an executive officer or director for an accounting
of profits made from the purchase or sale by the executive officer or director
of securities of the registrant in violation of the provisions of Section 16(b)
of the Exchange Act, as amended, or for damages that have been paid directly to
the executive officer or director by an insurance carrier under a policy of
directors' and officers' liability insurance maintained by the registrant.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
Exhibit
Number Description
--------------- ------------------------------------------------------------
5.1 Opinion of Orrick, Herrington & Sutcliffe LLP regarding the
legality of the common stock being registered
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Ernst & Young, Chartered Accountants
23.3 Consent of Orrick, Herrington & Sutcliffe LLP (included in
the opinion filed as Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
99.1 Targeted Genetics Corporation 2000 Genovo, Inc. Roll-Over
Stock Option Plan
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Item 9. UNDERTAKINGS
A. The undersigned 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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this registration
statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration statement or
any material change to such information in this registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
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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
Exchange Act that are incorporated by reference in this 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
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.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefits plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. 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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Seattle, State of Washington, on this 19th day of
October, 2000.
TARGETED GENETICS CORPORATION
/s/ H. STEWART PARKER
--------------------------------------
By: H. Stewart Parker
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints H.
Stewart Parker and James A. Johnson, or either of them, as attorneys-in-fact
with full power of substitution, to execute in the name and on the behalf of
each person, individually and in each capacity stated below, and to file, any
and all amendments to this Registration Statement, including any and all post-
effective amendments.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below on this 19th day of October, 2000.
Signature Title
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/s/ H. STEWART PARKER President, Chief Executive Officer (Principal
-------------------------- Executive Officer) and Director
H. Stewart Parker
/s/ JAMES A. JOHNSON Senior Vice President, Finance and Administration,
-------------------------- Chief Financial Officer, Treasurer and Secretary
James A. Johnson (Principal Financial Officer)
/s/ JEREMY L. CURNOCK COOK Chairman of the Board and Director
--------------------------
Jeremy L. Curnock Cook
/s/ JACK L. BOWMAN Director
--------------------------
Jack L. Bowman
/s/ JAMES D. GRANT Director
--------------------------
James D. Grant
/s/ LOUIS P. LACASSE Director
--------------------------
Louis P. Lacasse
/s/ NELSON L. LEVY Director
--------------------------
Nelson L. Levy, Ph.D., M.D.
Director
--------------------------
Mark P. Richmond, Ph.D.
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INDEX TO EXHIBITS
Exhibit
Number Description
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5.1 Opinion of Orrick, Herrington & Sutcliffe LLP regarding the
legality of the common stock being registered
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Ernst & Young, Chartered Accountants
23.3 Consent of Orrick, Herrington & Sutcliffe LLP (included in
the opinion filed as Exhibit 5.1)
24.1 Power of Attorney (included in signature page)
99.1 Targeted Genetics Corporation 2000 Genovo, Inc. Roll-Over
Stock Option Plan
