REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
IGENE BIOTECHNOLOGY, INC.
______________________________________________________
(Exact name of registrant as specified in its charter)
MARYLAND 52-1230461
_________________________________ ___________________
(State or other jurisdiction (IRS employer
of incorporation or organization) identification no.)
9110 RED BRANCH ROAD
COLUMBIA, MARYLAND 21045
(410) 997-2599
________________________________________
(Address of principal executive offices)
IGENE BIOTECHNOLOGY, INC. 2001 STOCK INCENTIVE PLAN
___________________________________________________
(FULL TITLE OF THE PLAN)
STEPHEN F. HIU
9110 RED BRANCH ROAD
COLUMBIA, MARYLAND 21045
(410) 997-2599
_________________________________________________________
(NAME, ADDRESS AND TELEPHONE NUMBER,
INCLUDING AREA CODE OF AGENT FOR SERVICE)
With Copies To:
CECIL E. MARTIN, III
MCGUIREWOODS LLP
7 SAINT PAUL STREET, SUITE 1000
BALTIMORE, MARYLAND 21202
(410) 659-4419
CALCULATION OF REGISTRATION FEE
________________________________________________________________________________________
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE
TITLE OF SECURITIES TO BE PRICE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE PRICE REGISTERED FEE
_____________________________ ______________ _________ ______________ ______________
Common Stock ($.01 par value) 55,000,000 (1) $.05 (2) $2,750,000 (2) $ 657.25
(1) There are also being registered hereunder such additional shares as may
be issued in connection with changes in the outstanding shares,
including reorganizations, mergers, recapitalizations, restructurings,
stock dividends, stock splits, reverse stock splits and
reclassifications, and as otherwise may be issued in accordance with
the anti-dilution provisions of the plan.
(2) Estimated pursuant to Rule 457(c) and (h) of the Securities Act of
1933, solely for purposes of calculating the registration fee, based
upon the average of the high and low prices reported for IGENE
Biotechnology, Inc.'s common stock on January 8, 2002.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in this Part I will
be sent or given to employees as specified by Rule 428(b)(1) promulgated
under the Securities Act of 1933, as amended (the "Act"). Such documents
need not be filed with the Securities and Exchange Commission (the
"Commission") and are omitted from this registration statement in accordance
with the explanatory note to Part I of Form S-8 and Rule 428 under the
Securities Act. These documents and the documents incorporated by reference
in the Registration Statement pursuant to Item 3 of Part II of this Form S-8,
taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed by us with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference:
(a) Annual Report on Form 10-KSB for the year ended December 31, 2000;
(b) Quarterly Report on Form 10-QSB for the quarter ended March 31, 2001;
(c) Current Report on Form 8-K filed with the Commission May 4, 2001;
(d) Definitive Proxy Statement for the Annual Meeting of Stockholders held
on June 12, 2001, filed with the Commission May 4, 2001;
(e) Current Report on Form 8-K filed with the Commission June 12, 2001;
(f) Quarterly Report on Form 10-QSB for the quarter ended June 30, 2001;
(g) Quarterly Report on Form 10-QSB for the quarter ended September 30,
2001;
(h) Current Report on Form 8-K filed with the Commission January 4, 2002;
(i) The description(s) of our common stock set forth in our registration
statement on Form 8-A filed May 20, 1987 to register our common stock,
par value $.01 per share, pursuant to Section 12(g) of the Securities
Exchange Act of 1934, as amended, and any amendment or report filed for
the purpose of updating such description.
(j) All documents filed by us pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date of this registration statement
and prior to the filing of a post-effective amendment to this
registration statement which indicates that all securities offered
hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in
this registration statement and to be part hereof from the date of
filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
We are a Maryland corporation. Section 2-418 of the Maryland General
Corporation Law provides that a Maryland corporation may indemnify any
director of the corporation and any person who, while a director of the
corporation, is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee, or agent of another foreign or
domestic corporation, partnership, joint venture, trust, other enterprise or
employee benefit plan, made a party to any proceeding by reason of service in
that capacity, unless it is established that the act or omission of the
director was material to the matter giving rise to the proceeding and was
committed in bad faith or was the result of active and deliberate dishonesty,
or the director actually received an improper personal benefit in money,
property or services, or, in the case of any criminal proceeding, the
director had reasonable cause to believe that the act or omission was
unlawful.
Under Maryland law, indemnification may be made against judgments,
penalties, fines, settlements, and reasonable expenses actually incurred by
the director in connection with the proceeding, but if the proceeding was one
by or in the right of the corporation, indemnification may not be made in
respect of any proceeding in which the director shall have been adjudged to
be liable to the corporation. Such indemnification may not be made unless
authorized for a specific proceeding after a determination has been made, in
the manner prescribed by Maryland law, that indemnification is permissible in
the circumstances because the director has met the applicable standard of
conduct. On the other hand, the director must be indemnified for expenses if
he or she has been successful in the defense of the proceeding or as
otherwise ordered by a court. Maryland law also prescribes the circumstances
under which the corporation may advance expenses to, or obtain insurance or
similar cover for, directors, and for comparable indemnification for
corporate officers and agents.
Our articles of incorporation require us to indemnify our current
acting and our former directors and officers against any and all liabilities
and expenses incurred in connection with their services in such capacities,
and require us to indemnify, to the same extent, our employees and agents and
persons who serve and have served, at our request as a director, officer,
partner, trustee, employee or agent of another corporation, partnership,
joint venture or other enterprise. We are required to advance expenses to
our directors, officers and other persons referred to above to the extent
permitted by Maryland law. Our board of directors, by bylaw amendment,
resolution or agreement, may make further provision for or limit
indemnification of, the foregoing types of persons to the extent permitted by
Maryland law.
Our articles of incorporation also limit the liability of our directors
and officers to the maximum extent permitted by Maryland law. The limitation
of liability contained in our articles of incorporation applies to events
occurring at the time the person serves as a director or officer of the
corporation, whether or not such person is a director or officer at the time
of any proceeding in which liability is asserted.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number
3.1(a) - Articles of Incorporation of the Registrant as amended and
restated, constituting Exhibit 3.1 to Registration Statement No.
333-41581 on Form SB-1, are hereby incorporated herein by
reference.
3.1(b) - Articles of Amendment filed with the Maryland State Department of
Assessments and Taxation on August 2, 2001.*
3.2 - By-Laws, constituting Exhibit 3.2 to the Registrant's
Registration Statement No. 33-5441 on Form S-1, are hereby
incorporated herein by reference.
4 - IGENE Biotechnology, Inc. 2001 Stock Incentive Plan.*
5 - Opinion of McGuireWoods LLP.*
23.(a) - Consent of McGuireWoods LLP, included in Exhibit 5 to this
registration statement.*
23.(b) - Consent of Berenson & Company LLP.*
24 - Power of Attorney (included on signature page).
* Filed herewith.
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 of 1933;
(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 hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement; provided, however, that any increase or decrease in
volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form
of prospectus filed with the Securities and Exchange Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective registration
statement; and
(iii) To include any additional or changed material information on the
plan of distribution;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is incorporated herein by reference from periodic reports filed by
the registrant under the Exchange Act.
<Page>
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement of the securities offered, and the offering of the
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 end of the
offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 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) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 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 of 1933 and will be
governed by the final adjudication of such issue.
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-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Columbia, State of Maryland, on the
9th day of January, 2002.
IGENE Biotechnology, Inc.
(Registrant)
By: /s/ Stephen F. Hiu
________________________________________
Stephen F. Hiu
President (Principal Executive Officer)
By: /s/ Edward J. Weisberger
________________________________________
Edward J. Weisberger
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
EXHIBIT INDEX
Exhibit
Number Description
_______ ___________
3.1(a) - Articles of Incorporation of the Registrant as amended and
restated, constituting Exhibit 3.1 to Registration Statement No.
333-41581 on Form SB-1, are hereby incorporated herein by
reference.
3.1(b) - Articles of Amendment filed with the Maryland State Department of
Assessments and Taxation on August 2, 2001.*
3.2 - By-Laws, constituting Exhibit 3.2 to the Registrant's
Registration Statement No. 33-5441 on Form S-1, are hereby
incorporated herein by reference.
4 - IGENE Biotechnology, Inc. 2001 Stock Incentive Plan.*
5 - Opinion of McGuireWoods LLP.*
23.(a) - Consent of McGuireWoods LLP, included in Exhibit 5 to this
registration statement.*
23.(b) - Consent of Berenson & Company LLP.*
24 - Power of Attorney (included on signature page).
* Filed herewith.