As filed with the Securities and Exchange Commission on August 6, 1997.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
RIBI IMMUNOCHEM RESEARCH, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 81-0394349
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
553 OLD CORVALLIS ROAD
HAMILTON, MT 59840
(406) 363-6214
(Address, including zip code and telephone number, including
area code, of registrant's principal executive offices)
RONALD H. KULLICK, SECRETARY Copy To: WILLIAM D. SHERMAN, ESQ.
RIBI IMMUNOCHEM RESEARCH, INC. MORRISON & FORESTER
553 OLD CORVALLIS ROAD 755 PAGE MILL ROAD
HAMILTON, MT 59840 PALO ALTO, CA 94304
(406) 363-6214 (415) 813-5600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: At such
time or times as Selling Security Holder desires to sell after this Registration
Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a posteffective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Title of each Proposed Proposed
class of Amount maximum maximum Amount of
securities to to be offering aggregate registration
be registered registered price(2) offering price(2) fee
- --------------------------------------------------------------------------------
Common Stock 2,155,172(1) $3.875 $8,351,291 $2,530.69
Par value $.001
- --------------------------------------------------------------------------------
<FN>
(1) Assumes all warrants and rights to purchase by the Selling Security Holder
are exercised, and all the Common Stock issued pursuant to such exercise
and included in this Prospectus is offered by the Selling Security Holder.
(2) Average of high and low prices as reported on July 30, 1997 for
Registrant's Common Stock as traded on The Nasdaq National Market tier of
The Nasdaq Stock Market used solely for the purpose of calculating the
registration fee pursuant to Rule 457(c).
</FN>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A)
MAY DETERMINE.
Subject to Completion
PRELIMINARY PROSPECTUS DATED AUGUST 6, 1997
Ribi ImmunoChem Research, Inc.
2,155,172 Shares of
Common Stock, $.001 par value
THIS PROSPECTUS covers the offer and sale from time to time by the holder
thereof (the "Selling Security Holder") of (a) 1,103,448 shares of Common Stock
par value $.001 (the "Common Stock") of Ribi ImmunoChem Research, Inc. (the
"Company") issued to the Selling Security Holder pursuant to the Stock and
Warrant Purchase Agreement (the "Agreement") dated December 31, 1996 between the
Company and the Selling Security Holder; (b) 500,000 shares of Common Stock
issuable upon the exercise of a warrant issued pursuant to the Agreement (the
"Warrant") at an exercise price of $5.00 per share; and (c) 551,724 shares of
Common Stock issuable upon the exercise of rights granted under the Agreement
(the "Option") to purchase an additional number of shares of Common Stock having
a dollar value of $2,000,000 at market price on the date of purchase at an
assumed purchase price of $3.625 per share.
The Selling Security Holder may from time to time sell the shares of Common
Stock covered by this Prospectus on The Nasdaq Stock Market, in other market
transactions or in negotiated transactions at prices and on terms related to the
then-current market price or otherwise.
The Company will receive no proceeds from the sale by the Selling Security
Holder. Assuming the full exercise of the Option and the Warrant, the Company
will realize proceeds of $8,500,000, less estimated expenses associated
therewith of $28,830.00.
The Common Stock of the Company is traded on The Nasdaq Stock Market
under the symbol "RIBI." On August 4, 1997 the closing price of the Common Stock
as reported by the National Association of Securities Dealers, Inc. was $3.9375
per share.
In selling the shares offered hereby, the Selling Security Holder may be
deemed to be an "underwriter" under the Securities Act of 1933, as amended, and
the excess of the price received over the amount paid for such shares may be
deemed underwriting compensation under the Securities Act. Sales may be made by
such persons to or through brokers or dealers who may similarly be deemed to be
underwriters. Any commission or profit realized on resales by brokers or dealers
may also be deemed to be underwriting compensation under the Securities Act. See
"Plan of Distribution."
THE SHARES OF COMMON STOCK OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" COMMENCING ON PAGE 2.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
No person has been authorized to give any information or to make any
representations, other than those contained in this Prospectus, and if given or
made, such information or representations must not be relied upon as having been
authorized by the Company or the Selling Security Holder. This Prospectus does
not constitute an offer to sell or solicitation of an offer to buy, nor shall
there be any sale of these securities by anyone in any state in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities law of such state, or in which the person
making such offer or solicitation is not qualified to do so, or to any person to
whom it is unlawful to make such offer or solicitation.
The date of this Prospectus is August 6, 1997.
This Prospectus and the documents incorporated herein contain forward-
looking statements within the meaning of Section 27A of the Securities Act of
1933 and Section 21E of the Securities and Exchange Act of 1934, which
statements involve risks and uncertainties. The Company's actual results could
differ materially from those anticipated in these forward-looking statements as
a result of certain factors, including those set forth under "Risk Factors"
below.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith files reports, proxy and information statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy and information statements and other information filed by the Company can
be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549,
and at the following Regional Offices of the Commission: New York Regional
Office, 7 World Trade Center, 13th Floor, New York, New York 10048; and Chicago
Regional Office, Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Copies of such material may also be inspected at
National Association of Securities Dealers, Inc., 1735 K Street, N.W.,
Washington, D.C. 20006. Copies of such material may be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549, at prescribed rates. The Commission maintains a Web Site
at http://www.sec.gov that contains reports, proxy and information statements
and other information regarding registrants that file electronically with the
Commission.
The Company has filed with the Commission a registration statement on Form
S-3 (the "Registration Statement") (of which this Prospectus is a part) under
the Securities Act of 1933, as amended (the "Securities Act"), with respect to
the shares of Common Stock offered hereby. This Prospectus does not contain all
of the information set forth in the Registration Statement, certain portions of
which have been omitted as permitted by the rules and regulations of the
Commission. Statements contained in this Prospectus as to the contents of any
contract or other documents are not necessarily complete, and in each instance
reference is made to the copy of such contract or other document filed as an
exhibit to the Registration Statement, each such statement being qualified in
all respects by such reference and the exhibits and schedules thereto. For
further information regarding the Company and the shares of Common Stock offered
hereby, reference is hereby made to the Registration Statement and such exhibits
and schedules which may be obtained from the Commission at its principal office
in Washington, D.C. upon payment of the fees prescribed by the Commission.
THE COMPANY'S BUSINESS
The Company is developing products that stimulate the immune system to
generate a cascade of natural agents and signals to treat and prevent human
disease. These immunostimulants can be combined with disease-specific antigens
to direct the immune system to respond to a particular cancer or infectious
disease or can be used to produce a generalized immune response to prevent
conditions such as postischemic reperfusion injury. The Company is engaged in
the research, development, production and marketing of these products, some of
which are under investigation by other companies for use as adjuvants. In
addition, the
1
Company engages in related activities such as the custom formulation and sale of
research products.
The Company's facilities are located near Hamilton, Montana, on a 35 acre
complex owned by the Company. The Company's buildings contain approximately
60,000 square feet of laboratory, commercial scale manufacturing, animal
production, marketing and administrative facilities. The manufacturing facility
has been built to FDA standards for Good Manufacturing Practices. Ninety-four
full-time and five part-time employees are employed by the Company. The Company
also uses outside consultants and collaborators to support and complement the
activities of its scientific staff on a specific project basis.
RISK FACTORS
The securities being offered hereby involve a high degree of risk.
Prospective investors should review the entire Prospectus and the materials
incorporated by reference herein and carefully consider, among other factors,
the following matters:
Limited Commercial Products
The Company's principal activities since its formation in 1981 have been
the research, development production and marketing of biopharmaceutical products
designed to stimulate an immune response in humans and animals in order to
prevent or treat malignant, infectious and other diseases. While there is
evidence that the biological response modifiers produced by the Company and
others may provide treatment for certain cancers, infectious and other diseases,
the workings of the immune system, particularly in conjunction with biological
response modifiers, are not yet fully understood. As a result the Company's
research and development activities, as well as those of its competitors, are
based on theories and concepts which may not have been completely proven or
defined. The Company has and continues to test on humans its products designed
for use by humans. To date there have been no significant untoward effects
associated with the administration of its products, and present data indicate
that certain products for certain applications have activity.
Based upon a completed, controlled Phase III human clinical trial, the
Company is preparing to file applications to commercially market its MELACINE
melanoma theraccine in Canada, Europe, the United States and Australia over the
next several months. The Company is also developing and collaborating with
entities toward the development of products for other applications. However,
additional testing in human subjects is required to demonstrate efficacy and
confirm product safety. The Company markets a line of laboratory research
reagents.
The Company's Technology
The technology of the Company is based on the potent capacities or certain
microbial products to modulate the cytokine (regulatory substances produced by
cells) cascade in man and other animals. Slight modifications of these products
and/or their physical and biological delivery to the immune system profoundly
influence the qualitative and quantitative natures of the subsequent cytokine
modulation and the physiological responses. The Company believes that
appropriate delivery of products of this core technology can be used to suppress
an unwanted immunological or inflammatory response or to enhance a protective
response.
2
Other than certain laboratory research products which presently generate
limited sales revenue, there is no assurance that the products under
development, including MPL immunostimulant, MELACINE melanoma theraccine, any
adjuvants for human or veterinary use, any vaccines or any other immunological
agents which may be developed by the Company for use in the treatment or
prevention of infectious, malignant or other diseases in humans or animals will
yield successful results. If results are successful, there is no assurance that
the Company will receive the necessary governmental approvals for its products,
that satisfactory joint venture or licensing arrangements will be available to
the Company or that any of the Company's products will be accepted by the
medical or veterinary communities.
Accumulated Deficit; Increasing Net Losses; Sales;
Need for Additional Cash
The Company's net losses have been increasing over the past several years,
and the Company expects to incur substantial operating losses for at least the
next several years as its clinical evaluation activities continue and possibly
expand. During the years ended December 31, 1992, 1993, 1994, 1995 and 1996 the
Company incurred net losses of $3,683,000, $3,684,000, $3,790,000, $5,317,000
and $5,589,000, respectively. As of June 30, 1997 the Company had an accumulated
deficit of approximately $38,842,000. To date the Company has generated only
limited sales revenue. Sales and operating revenues of the Company for the years
ended December 31, 1992, 1993, 1994, 1995 and 1996 were $2,117,000, $3,162,000,
$4,554,000, $4,023,000 and $4,623,000, respectively. There can be no assurance
that the Company's products will prove successful or generate significant sales
or earnings in the future.
The Company is not able to estimate with certainty the amount of cash and
working capital which may be needed for operations. Such requirements typically
vary depending upon the results of basic research and clinical trials, the time
and expense required for governmental approval of products, and competitive and
technical developments, most of which are beyond management's control. The
Company believes that its available cash, cash equivalents and short-term and
long-term investments and funds from license agreements and product sales should
be sufficient to meet its cash requirements through 1999. Continued operations
of the Company beyond such period will be dependent upon the Company's ability
to generate substantial operating revenue or procure additional financing. There
can be no assurance that the Company's products will prove successful or
generate significant sales or earnings in the future or that, if needed, the
Company will be able to obtain future funding on reasonable terms, if at all, or
at the appropriate time for its planned activities.
Patents and Proprietary Protection
The Company has obtained and applied for patents in the United States and
several foreign countries. The Company has 21 issued United States patents. The
expiration dates for issued United States patents held by the Company range from
2001 to 2011. There is no assurance that patents applied for by the Company will
be obtained, and there can be no assurance that the claims embodied in existing
patents to which the Company has rights will not be challenged. The issuance of
a patent to the Company or to a licensor of the Company is not conclusive as to
validity or as to the enforceable scope of claims therein. The validity and
enforceability of a patent can be challenged by a request for re-examination or
litigation after its issuance and, if the outcome of such litigation is adverse
3
to the owner of the patent, other parties may be free to use the subject matter
covered by the patent.
There can be no assurance that additional patents will be obtained by the
Company in the United States or in other jurisdictions, or that any patents will
provide substantial protection, or be of commercial benefit to the Company. The
cost of enforcing the Company's patent rights in lawsuits, which the Company may
bring against infringers or which may be brought challenging the Company's
patents, may be substantial and could interfere with the Company's operations.
The patent laws of other countries may differ from those of the United States as
to the patentability of the Company's products and processes. Moreover, the
degree of protection afforded by foreign patents may be different from that in
the United States. On an ongoing basis the Company reviews its patent portfolio
and has abandoned and may in the future abandon patents or patent applications
for reasons including limited protection, lack of commercial importance and
limited enforceability, among other considerations. The Company also relies
substantially upon unpatented proprietary knowledge. There can be assurance that
others will not develop such knowledge independently or otherwise obtain access
to the Company's technology. In addition, it may be found that the technologies
used by the Company may infringe upon patents or proprietary technology of
others.
Governmental Regulation
Regulation by governmental authorities in the United States and other
countries is a significant factor in the development, production and marketing
of the Company's human biopharmaceutical and in its ongoing research and
development activities. In order to produce and market human biopharmaceuticals,
the Company must satisfy mandatory procedures and meet safety and efficacy
standards established by the United States Food and Drug Administration ("FDA")
and comparable agencies in foreign countries. The process of seeking and
obtaining approval for the manufacturing and marketing of a new human
biopharmaceutical product may require a number of years and substantial funding.
There can be no assurance that any required approvals will be granted on a
timely basis, if at all, or that such approvals, once granted, will not be
withdrawn. Furthermore, there is no assurance that additional regulation will
not be imposed on the Company's activities or products in the future.
Governmental Reforms
In the past few years health care reform has received considerable
attention. While it appears that federal governmental intervention is not
imminent at this time, certain reform measures currently being considered by
various state governments and certain related market restructuring could
adversely affect the pricing of therapeutic or prophylactic products or the
amount of reimbursement available. Such events could have an adverse impact on
the profitability of companies developing, manufacturing or marketing
pharmaceutical products. The Company cannot predict the extent of possible
future governmental reforms or the effect such reforms or other measures may
have on its business.
Competition
The biotechnology and pharmaceutical industries are characterized by
rapidly evolving technology and intense competition. The Company's products
under
4
development are expected to address a broad range of markets. The Company's
competition will be determined in part by the potential indications for which
the Company's products are developed and ultimately approved by regulatory
authorities. The first pharmaceutical product to reach the market in a
therapeutic or preventative area is often at a significant competitive advantage
relative to later entrants to the market. Accordingly, the relative speed with
which the Company or its corporate partners can develop products, complete the
clinical trials and approval processes and supply commercial quantities of the
products to the market are expected to be important competitive factors. The
Company's competitive position also will depend on, among other things, its
ability to attract and retain qualified scientific and other personnel, develop
effective proprietary products, develop and implement production and marketing
plans, obtain and maintain patent protection and secure adequate capital
resources. The Company expects its products, if approved for sale, to compete
primarily on the basis of product efficacy, safety, patient convenience,
reliability, value and patent position. In addition to potential competition
from other biopharmaceutical products, the products presently under development
by the Company may compete with nonbiological drugs and other therapies. The
Company's competitors include major pharmaceutical, chemical and specialized
biotechnology companies, many of which have financial, technical and marketing
resources significantly greater than those of the Company.
The Company is aware that research is being conducted by others in areas in
which the Company is seeking to establish commercial products. The Company's
competitors might offer products which by reason of price or efficacy may be
superior to any products that may be developed by the Company. There can be no
assurance that the discoveries of and products introduced by others will not
render the Company's products obsolete or that the Company will otherwise be
able to compete effectively with such competitors.
Attraction and Retention of Key Employees
The Company's business is highly technical, and there are a limited number
of scientists with expertise in the area of the Company's operations. The
success of the Company's business, therefore, is and will be dependent upon its
ability to attract and retain qualified research personnel. There is substantial
competition for such employees, and there can be no assurance with regard to the
Company's ability to recruit and maintain talented scientists.
Volatility of Stock Price
The market price of the Company's Common Stock, like that of the securities
of many other biotechnology and pharmaceutical companies, has fluctuated over a
wide range, and the market price of the shares of Common Stock offered hereby is
likely to be highly volatile in the future. Factors such as fluctuation in the
Company's operating results, announcements of technological innovations or new
commercial products by the Company or its competitors, governmental regulation,
developments or disputes concerning patent or other proprietary rights public
concern as to the safety of devices or drugs developed by the Company or its
competitors, and general market conditions may have a significant effect on the
market price of the Common Stock.
5
Legal Proceedings
Potential Liability for Groundwater Contamination
The Company, the National Institutes of Health ("NIH") and the Bitterroot
Valley Sanitary Landfill ("Landfill") were notified by the Montana Department of
Health and Environmental Sciences, now known as the Department of Environmental
Quality ("DEQ"), in March 1991 that they had been identified as potentially
responsible parties ("PRPs") and as such are jointly and severally liable for
groundwater contamination located at and near the site of the Landfill in
Ravalli County, Montana. The Company's involvement arises out of waste materials
which it deposited at the Landfill from 1982 to 1985 which the Landfill had
permits to receive. The NIH voluntarily initiated and completed work pursuant to
an interim remediation plan approved by the DEQ to remove and decontaminate the
believed source of the contamination and treat the aquifers which tests have
shown contain contaminants. Although decontamination of the soil at and around
the Landfill has been completed, treatment of the groundwater in the proximity
of the disposal site continues utilizing carbon filtering and air sparging, and
it is anticipated such treatment will continue through 1997 and possibly longer.
The DEQ conducted a "Risk Assessment" and issued a "Draft Final Feasibility
Study" in October 1994 that discussed possible final remediation alternatives.
In August 1995 the DEQ announced that it had approved a second interim action in
the vicinity of the Landfill being voluntarily conducted by the NIH and which
involves installing individual replacement and new wells to provide both an
alternate water supply for the affected residents and to develop additional
information on the site hydrogeology. Information collected from these wells
through a multi-year monitoring program will be used by the DEQ to evaluate the
effectiveness of the remediation efforts to date. The current plan calls for the
wells to be installed in three phases: Phase I includes occupied properties
with the highest remaining contamination levels; Phase II includes occupied
properties with lesser degrees of contamination; and Phase III consists largely
of vacant properties. Preliminary studies completed in 1994 estimated the cost
of the wells to be approximately $1,400,000. The first Phase was completed in
the spring of 1996. The DEQ could require the PRPs to implement further
remediation should these wells not provide sufficient quality or quantity of
water. The NIH, which has taken the lead and incurred substantially all of the
remediation costs, has represented publicly that it would continue to work with
the DEQ toward an acceptable final remediation plan. In 1993, the NIH stated
that as of that time, it had incurred costs and anticipated future interim
remediation costs which could total $2 million or more. In 1996 the DEQ filed an
action against the Company, the Landfill and the owner of the Landfill seeking
reimbursement of costs in the amount of $199,000 associated with its oversight
activities. For procedural reasons the DEQ dismissed this action but recently
reinitiated the action against the Company, the Landfill and the owner of the
Landfill seeking recovery of past alleged costs associated with its oversight
activities in the amount of $238,000, as well as a declaratory judgment finding
the parties liable for future oversight costs, plus civil penalties in the event
the parties fail to comply. The Company has filed a response to the action.
Because of these uncertainties, including the uncertainty of the cost of
further remediation and whether the NIH will seek and obtain partial
reimbursement from the other PRPs, it is not possible at this time to determine
the potential liability of the Company as a PRP.
6
In 1993 two landowners in the vicinity of the Landfill filed civil suits
seeking unspecified damages for alleged diminished value of land, possible
health hazards and loss of domestic water source. The suits name the PRPs and
the DEQ, as well as unknown individuals and corporations which may be discovered
to have contributed to the injuries alleged. The Company filed answers to these
suits denying any liability and in a motion for summary judgment, denied the
injuries alleged. On October 11, 1996 the court granted the summary judgment and
dismissed the plaintiffs' claims. Counsel for one of the plaintiffs filed a
motion for reconsideration, which was denied. Counsel appealed the District
Court decision to the State Supreme Court on behalf of both plaintiffs. Supreme
Court rules require the parties to submit to nonbinding mediation prior to the
matter being heard by the Court. Settlement has been reached as a result of the
mediation. As part of the settlement the suits have been dismissed with
prejudice, and plaintiffs will be barred from making any future claims arising
out of the alleged contamination. It is not possible at this time to predict
whether additional civil suits will be filed.
Wrongful Discharge Action
A former employee of the Company has filed a civil lawsuit against the
Company alleging wrongful discharge as defined by the Montana Wrongful Discharge
from Employment Act (the "Act"). Under the Act if the Company is found at fault,
plaintiff is entitled to a sum of up to four years of salary, benefits, plus
other costs associated with attempting to locate other employment. The plaintiff
also seeks to recover punitive damages of an unspecified amount. Counsel for the
Company has filed a motion to dismiss for failure to state a cause of action and
an answer to the complaint denying the allegations. It is not possible at this
time to predict whether the court will grant the motion to dismiss or if not,
the outcome of the suit.
Shares Eligible for Future Sale; Dilution
As of the close of business on July 31, 1997 options to purchase 1,556,310
shares of Common Stock were outstanding pursuant to the Company's employee
benefit plans and stock option agreements with management and directors at a
weighted average exercise price of $5.20 per share. In addition, as of the close
of business on July 31, 1997 a warrant to purchase an aggregate of 500,000
shares of Common Stock was outstanding at an exercise price of $5.00 per share.
In addition, there is outstanding an option to purchase up to $2,000,000 worth
of shares of the Company's Common Stock at market prices as of the date of
exercise of the option. The Company has, pursuant to agreement with the holder
of such warrant and option, registered with the Commission the shares of Common
Stock issuable upon exercise of the warrant and option. As a result,
substantially all of the Company's outstanding Common Stock and Common Stock
subject to issuance upon exercise of the outstanding warrant and option will be
freely tradeable in the open market following this offering and registration,
subject, in the case of shares held by affiliates of the Company, to the
provisions of Rule 144 under the Securities Act of 1933 (the "Securities Act").
The Company may issue additional stock, warrants and/or options to raise
capital in the future. The Company may also issue additional stock or options
under its employee benefit plans.
During the term of the options and warrants described above, the holders
thereof are given the opportunity to profit from a rise in the market price of
7
the Company's Common Stock. The effect of the exercise of such options and
warrants may have on the market value of the Company's Common Stock is not
known. The existence of such options and warrants may adversely affect the terms
on which the Company can obtain additional equity financing.
Risk of Product Liability
The testing and marketing of health care products entails an inherent risk
of product liability claims. The Company currently maintains product liability
insurance coverage covering the clinical testing of its products. To date there
have been no product liability claims asserted against the Company. However,
there can be no assurance that product liability claims will not be asserted
against the Company or that the Company will be able to maintain existing
coverage or obtain reasonable insurance coverage should it choose to do so in
the future.
Cash Dividends
The Company has never paid any cash dividends on its Common Stock and does
not intend to pay any cash dividends on its Common Stock in the foreseeable
future. There can be no assurance that the Company will ever declare or pay cash
dividends on its Common Stock.
Certain Charter Provisions Affecting Potential Changes in Control
The Company's Restated Certificate of Incorporation includes a provision
(the "Fair Price Provision") which requires the approval of greater than a
majority of the Board of Directors as a condition to certain business
combinations (a "Business Combination") with, or proposed by, a holder of ten
percent (10%) or more of the Company's voting stock, an affiliate of the Company
who beneficially owned ten percent (10%) or more of the Company's voting stock
within the two-year period prior to the Business Combination, or certain
assignees or successors of such persons, except in cases where the Business
Combination has been approved by a vote of seventy-five percent (75%) of the
shares of the Company's voting stock, or by a majority of disinterested
directors, or where certain other minimum price criteria and other procedural
requirements are satisfied. The Fair Price Provision may discourage certain
types of transactions involving an actual or potential change in control of the
Company, including transactions in which the stockholders might otherwise
receive a premium for their shares over then current market prices and may limit
the ability of stockholders to approve transactions that they may deem to be in
their best interests. In addition the Board of Directors has the authority to
fix the rights and preferences of and issue shares of Preferred Stock, which may
have the effect of delaying or preventing a change in control of the Company
without action by the stockholders. See "Description of Capital Stock."
USE OF PROCEEDS
The Company will receive no proceeds from the sale by the Selling Security
Holder of shares of Common Stock pursuant to this Prospectus. Assuming full
exercise of the Option and the Warrant, the Company will receive proceeds of
approximately $8,500,000, less expenses associated therewith of $28,830.00. The
Company will use such proceeds to conduct research to improve upon existing
products and to develop or acquire new products, to fund the clinical testing of
the Company's products, to seek regulatory approval in the United States and
8
abroad with respect to the Company's products, including MELACINE melanoma
theraccine, including the services of consultants, statisticians and other
experts, conducting clinical trials, and collecting additional laboratory or
clinical data which may be required by the various regulatory authorities in the
United States and abroad. It is anticipated that a portion of such proceeds may
be used for facilities expansion and otherwise as general working capital.
The use of such proceeds may vary and will depend upon competitive
developments, the rate of the Company's progress in research and product
development, the timing of government approvals (primarily from the United
States Food and Drug Administration) and the demand for the Company's products.
Any variation in the use of such proceeds will be at the sole discretion of the
Company.
SELLING SECURITY HOLDER
The following table sets forth as of August 6, 1997 the name of and the
number and percentage of shares of Common Stock beneficially owned by the
Selling Security Holder and the number and percentage of shares of Common Stock
beneficially owned by the Selling Security Holder upon completion of the
offering, assuming the Selling Security Holder exercises in full each of the
Option and the Warrant, and offers and sells all 2,155,172 shares of Common
Stock. Since the Selling Security Holder may elect not to exercise or only
partially exercise the Option and Warrant, and may sell all or some or none of
its shares of Common Stock, no estimate can be made of the aggregate number of
shares that are to be offered hereby or that will be owned by the Selling
Security Holder upon completion of an offering to which this Prospectus relates.
Beneficial Ownership Shares Being Beneficial Ownership
Name and Address Prior to Offering Offered(1) After This Offering
- ---------------- ----------------- ------- -------------------
Number(2) Percent(3) Number Percent(3)
------ ------- ------ -------
SmithKline Beecham Biologicals 2,905,780 13.80 2,155,172 750,608 3.56
Manufacturing, S.A.
Rue de l'Institut 89
B-1330 Rixensart
Belgium
- ---------------------------------------------------------------------------------------------
<FN>
(1) Plus such indeterminate number of shares of the Company's Common Stock as
may be issued to prevent dilution resulting from stock splits, stock
dividends or similar transactions in accordance with Rule 416 of the
Securities Act of 1933, as amended.
(2) Comprised of 1,103,448 shares of Common Stock, 500,000 shares of Common
Stock issuable upon exercise of the Warrant, 551,724 shares of Common Stock
issuable upon exercise of the Option (assuming an exercise price of $3.625
per share) and includes 750,608 shares of Common Stock of the Company held
by S.R. One, Limited, a wholly owned subsidiary of SmithKline Beecham, plc
of which SmithKline Beecham Biologicals Manufacturing, S.A. is also a
wholly owned subsidiary.
(3) The total number of shares of Common Stock outstanding used in calculating
percentages assumes the Option and Warrant of the Selling Security Holder
are fully exercised (assumes Option exercised at price of 3.625, which is
the last trade price on December 31, 1996) and that no other outstanding
options and warrants to purchase shares of Common Stock are exercised.
</FN>
9
PLAN OF DISTRIBUTION
Stock owned by the Selling Security Holder and included in this Prospectus
may be offered and sold by the Selling Security Holder at any time while the
Registration Statement, of which this Prospectus is a part, is effective. The
Selling Security Holder has informed the Company that these shares may be
offered for sale from time to time by the Selling Security Holder or may be
retained. The shares of Common Stock may be sold from time to time to purchasers
directly by the Selling Security Holder. The Selling Security Holder may from
time to time elect to sell shares on The Nasdaq Stock Market, in other market
transaction, or in negotiated transactions, at prices and on terms related to
the then-current market price or otherwise. Such shares may be offered or sold
without the participation of underwriters, brokers or dealers. The Selling
Security Holder may from time to time offer shares of the Common Stock through
underwriters, brokers or agents, who may receive underwriting discounts,
concessions or commissions from the Selling Security Holder and/or the
purchasers of shares for whom they may act as agent. Such offers or sales may be
made by a block trade in which a broker or dealer, engaged for the purpose, will
attempt to sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction; by purchases by a broker or
dealer as principal and resale by such broker or dealer for its own account; by
ordinary brokerage transactions or transactions in which the broker solicits
purchasers; or otherwise. In effecting sales brokers or dealers engaged by the
Selling Security Holder may arrange for other brokers or dealers to participate.
In Rule 144 under the Securities Act of 1933, as amended (the "Securities
Act"), may be sold under Rule 144 rather than pursuant to a registration
statement under the Securities Act. The Selling Security Holder and any
underwriters, brokers or dealers that participate in the distribution of Common
Stock may be deemed to be "underwriters" as defined in the Securities Act, and
any profit on the sale of the Common Stock by them and any discounts,
commissions or concessions received by any such underwriters, brokers or dealers
might be deemed to be underwriting discounts and commissions under the
Securities Act.
At the time the Selling Security Holder makes a particular offer of Common
Stock, to the extent required, the Selling Security Holder will provide the
Company with information sufficient to prepare a Prospectus Supplement, if
necessary, which will set forth the aggregate amount of shares being offered and
the terms of the offering, including the name or names of any underwriters,
brokers or dealers, any discounts, commissions and other items constituting
compensation from the Selling Security Holder and any discounts, commissions or
concessions allowed or re-allowed or paid to dealers.
DESCRIPTION OF CAPITAL STOCK
As of the date of this Prospectus, the authorized capital stock of the
Company consists of 30,000,000 shares of Common Stock, par value $.001 per
share, and 10,000,000 shares of Preferred Stock, par value $.10 per share.
Common Stock
As of June 30, 1997 there were 20,004,591 shares of Common Stock
outstanding. Holders of the Common Stock are entitled to receive pro rata such
dividends as may from time to time be declared by the Board of Directors out of
assets legally available therefor, subject to the dividend rights of the
Preferred Stock if issued and any contractual restrictions that may be agreed to
10
by the Company. The Company may also make other distributions on the Common
Stock or repurchase shares of the Common Stock to the extent permitted by law,
subject to similar limitations. The Company has never paid any cash dividends on
the Common Stock, and does not expect to pay any cash dividends on the Common
Stock in the foreseeable future. In the event of the liquidation or dissolution
of the Company, holders of the Common Stock are entitled to receive pro rata all
assets remaining after payment in full of creditors and after the preferential
rights, if any, of the holders of the Preferred Stock. Holders of the Common
Stock are entitled to one vote per share on each matter submitted to a vote of
the stockholders, including the election of directors. Cumulative voting for
election of directors is not permitted. The holders of the Common Stock do not
have preemptive rights, and the Common Stock is not subject to any redemption or
sinking fund provisions.
Preferred Stock
As of the date of this Prospectus, no shares of Preferred Stock were
outstanding. The Company's Board of Directors is authorized to issue Preferred
Stock in one or more series. Within the limitations of Delaware law and the
Company's Restated Certificate of Incorporation, the Board of Directors may fix
the rights, preferences, limitations and terms of each series of Preferred
Stock, including, under current Delaware law, the designation and number of
shares in a series, dividend rights, liquidation rights, redemption provisions,
sinking fund provisions, conversion rights and voting rights (including the
number of voters per share and whether voting as a class or series is required).
The issuance of any series of Preferred Stock with voting rights or with the
right to convert to voting stock may affect the voting rights of the holders of
the Common Stock by an increase in outstanding voting stock or by creating stock
which votes as a class or series on the election of Directors or other matters.
Holders of the Preferred Stock are in any event entitled by law to vote as a
class on certain amendments to the Restated Certificate of Incorporation which
affect their stock. The issuance of any series of Preferred Stock may also
affect the payment of dividends to holders of Common Stock, consistent with
Preferred Stock dividend rights which may attach to the issuance of one or more
series of Preferred Stock.
Transfer Agent and Registrar
The transfer agent and registrar for the Company's Common Stock is
Continental Stock Transfer & Trust Company, New York, NY 10004.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Company hereby incorporates by reference in this Prospectus the
Company's annual report on Form 10-K for the fiscal year ended December 31, 1996
and the Company's quarterly report on Form 10-Q for the quarter ended March 31,
1997 filed pursuant to Section 13 of the Exchange Act.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus shall be
deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing of such documents.
Any statement contained in this Prospectus or a document incorporated or
deemed to be incorporated by reference in this Prospectus shall be deemed to be
11
modified or superseded for purposes of this Prospectus to the extent that a
statement contained in any subsequently filed document (including this
Prospectus or any other document that is or is deemed to be incorporated by
reference in this Prospectus) modifies or supersedes such previous statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request, a copy of any information
that has been incorporated by reference in this Prospectus (excluding exhibits
unless the exhibits are specifically incorporated by reference). Requests for
such information should be directed to the Secretary of the Company at the
Company's principal executive offices, 553 Old Corvallis Road, Hamilton, MT
59840, telephone number (406) 363-6214.
EXPERTS
The financial statements of Ribi ImmunoChem Research, Inc. as of
December 31, 1996 and 1995 and for each of the years in the three year period
ended December 31, 1996 have been incorporated in this Prospectus by reference
from the Company's annual report on Form 10-K have been examined by KPMG Peat
Marwick LLP, independent certified public accountants, as stated in their
reports which are incorporated herein by reference, and have been so
incorporated in reliance upon such reports given upon the authority of said firm
as experts in accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following statement sets forth estimated expenses of the sale and
distribution of the securities being registered, other than underwriting fees
and expenses. All of the amounts shown are estimates except the SEC registration
fee and the NASDAQ listing fee:
SEC Registration Fee . . . . . . . . . . . . $ 2,530
NASDAQ Listing Fee . . . . . . . . . . . . . 17,500
Blue Sky Fees and Expenses . . . . . . . . . -
Accounting Fees and Expenses . . . . . . . . 1,800
Legal Fees and Expenses. . . . . . . . . . . 5,000
------
Miscellaneous Expenses . . . . . . . . . . . 2,000
------
Total . . . . . . . . . . . . . . . . . 28,830
======
Item 15. Indemnification of Directors and Officers
The Company's Certificate of Incorporation provides that the Company shall
indemnify its directors and officers to the extent permitted by the Delaware
General Corporation Law, and the Company's Amended Bylaws provide that the
Company shall indemnify its directors and officers to the fullest extent
permitted by law. Section 145 of the Delaware General Corporation Law provides,
in part, that a corporation has the power to indemnify its current and former
directors and officers against liability resulting from and expenses actually
and reasonably incurred by them in connection with any actual or threatened
legal
12
action in which they are made parties by reason of being or having been
directors or officers of the corporation if they acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, if they had
no reasonable cause to believe their conduct was unlawful. However, as to any
legal actions brought by or in the right of a corporation to procure a judgment
in its favor, no indemnification shall be made in respect of any claim, issue or
matter as to which the director or officer has been adjusted to be liable for
negligence or misconduct in the performance of his duty to the corporation,
unless and only to the extent that the Court of Chancery or the court in which
such action was brought shall determine that such person is fairly and
reasonably entitled to indemnity for such expenses as the court shall deem
proper. These provisions may be sufficiently broad to indemnify the directors
and officers of the Company for liabilities arising under the Securities Act of
1933, as amended (the "Act").
Insofar as indemnification by the Company for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling person of the Company pursuant to the provisions described above, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.
Item 16. Exhibits
4.1 Restated Certificate of Incorporation of the Company incorporated by
reference to Exhibit 4.1 of the Company's Registration Statement on
Form S-3 filed with the Commission on June 22, 1992, Registration No. 33-
48713.
4.2 Amended Bylaws of the Registrant (Incorporated by reference to Exhibit 3.2
to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1988, File No. 0-11094)
5.1 Opinion of Ronald H. Kullick, counsel for the Company
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Ronald H. Kullick, counsel for the Company (included in
Exhibit 5.1)
24.1 Powers of Attorney (included as part of the Registration Statement
signature page)
Item 17. Undertakings
(a) The Company hereby undertakes: (1) to file, during any period in which
offers or sales are being made, a posteffective amendment to this Registration
Statement to include any prospectus required by Section 10(a)(3) of the Act, to
reflect in the prospectus any facts arising after the effective date of the
Registration Statement (or the most recent posteffective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in
information set forth in the Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such information in the
13
Registration Statement; (2) that, for the purpose of determining any liability
under the Securities Act of 1933, each such posteffective 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 posteffective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The Company hereby further undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in the 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) The Company hereby further undertakes that:
(1) For purposes of determine any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of the
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) OR (4) OR 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act, each posteffective amendment that contains a form of prospectus
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.
(d) Insofar as the indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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.
14
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 of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hamilton, State of Montana, on the 6th day of August,
1997.
RIBI IMMUNOCHEM RESEARCH, INC.
By: /s/ Robert E. Ivy
---------------------------
Robert E. Ivy
Chief Executive Officer,
President and Chairman
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert E. Ivy and Ronald H. Kullick, and
each of them, as his true and lawful attorneys-in-fact and agents, 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 (including
posteffective amendments) to this 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
and about the premises, 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 substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
15
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on the dates included:
Signature Title Date
--------- ----- ----
/s/ Robert E. Ivy President, Chief Executive August 6, 1997
- ---------------------------- Officer and Chairman ----------------
Robert E. Ivy (Principal Executive Officer)
/s/ Vern D. Child Vice President - Finance August 6, 1997
- ---------------------------- and Treasurer ----------------
Vern D. Child (Principal Financial and
Accounting Officer)
/s/ John L. Cantrell Director August 6, 1997
- ---------------------------- ----------------
John L. Cantrell
/s/ Philipp Gerhardt Director August 6, 1997
- ---------------------------- ----------------
Philipp Gerhardt
/s/ Paul Goddard Director August 6, 1997
- ---------------------------- ----------------
Paul Goddard
/s/ Mark I. Greene Director August 6, 1997
- ---------------------------- ----------------
Mark I. Greene
/s/ Thomas N. McGowen, Jr. Director August 6, 1997
- ---------------------------- ----------------
Thomas N. McGowen, Jr.
/s/ Frederick B. Tossberg Director August 6, 1997
- ---------------------------- ----------------
Frederick B. Tossberg
16
EXHIBIT INDEX
Exhibit
Number Description Page No.
- ------- ----------- --------
4.1 Restated Certificate of Incorporation of the Company
incorporated by reference to Exhibit 4.1 of the
Company's Registration Statement on Form S-3 filed
with the Commission on June 22, 1992, Registration
No. 33-48713.
4.2 Amended Bylaws of the Registrant (Incorporated by
reference to Exhibit 3.2 to the Company's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1988, File No. 0-11094)
5.1 Opinion of Ronald H. Kullick, Counsel for the Company 18
23.1 Consent of KPMG Peat Marwick LLP 19
23.2 Consent of Ronald H. Kullick, Counsel for the Company 18
(included in Exhibit 5.1)
24.1 Powers of Attorney (included as part of the Registration 15
Statement signature page)
17
Exhibit 5.1 and 23.2
(LOGO)
August 6, 1997
Board of Directors
Ribi ImmunoChem Research, Inc.
553 Old Corvallis Road
Hamilton, MT 59840
Gentlemen:
I am legal counsel to Ribi ImmunoChem Research, Inc., a Delaware corporation
(the "Company") in connection with the proposed registration of (i) 1,103,448
shares of the Company's $.001 par value Common Stock ("Common Stock") to be
offered and sold by a certain holder named in the Company's Registration
Statement on Form S-3 as filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, (the "Registration Statement") on or
about August 6, 1997; and (ii) 1,051,724 shares of the Company's Common Stock
for possible issuance upon the exercise of an option and warrant to purchase
Common Stock pursuant to an agreement between the Company and said certain
holder as more fully described in the Company's Registration Statement.
I have examined and am familiar with the Company's Restated Articles of
Incorporation, its Bylaws, as amended, and such corporate and other records,
certificates and documents as I have considered necessary or appropriate for
purposes of this opinion. I am also familiar with the proceedings taken by the
Board of Directors of the Company to authorize the Company to issue (i)
1,103,448 of the Company's Common Stock pursuant to agreement with the holder;
and (ii) 1,051,724 shares of Common Stock upon the exercise of the option and
warrant as provided for in such agreement more fully described in the Company's
Registration Statement.
Based upon the foregoing, I am of the opinion that (i) the 1,103,448 shares of
Common Stock issued by the Company pursuant to the agreement between the Company
and the holder have been duly authorized and validly issued, fully paid and
nonassessable; and (ii) the 1,051,724 shares of Common Stock to be issued upon
the exercise of the option and warrant referred to above, when issued, in
accordance with terms of the option and warrant and paid for in accordance with
such terms (which will involve payment in cash of an amount in excess of the par
value thereof), will be duly authorized and validly issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
aforementioned Registration Statement.
Very truly yours,
/s/ Ronald H. Kullick
Ronald H. Kullick
Vice President - Legal Counsel
and Secretary
RHK:kw
18
Exhibit 23.1
(LOGO)
KPMG Peat Marwick LLP
1000 First Interstate Center
401 N. 31st Street
P.O. Box 7108
Billings, MT 59103
Independent Auditors' Consent
The Board of Directors
Ribi ImmunoChem Research, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-3 to be filed on or about August 4, 1997 of Ribi ImmunoChem Research, Inc. of
our report dated January 20, 1997, relating to the balance sheets of Ribi
ImmunoChem Research, Inc. as of December 31, 1996 and 1995, and the related
statements of operations, stockholders' equity, and cash flows for each of the
years in the three-year period ended December 31, 1996, which report appears in
the December 31, 1996, annual report on Form 10-K of Ribi ImmunoChem Research,
Inc.
/s/ KPMG Peat Marwick LLP
Billings, Montana
August 4, 1997
19