SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
IGENE BIOTECHNOLOGY, INC.
(Name of Subject Company (Issuer))
IGENE BIOTECHNOLOGY, INC.
(Names of Filing Persons (Issuer and Offeror)
Warrants to Purchase Common Stock, $.01 Par Value Per Share
(Title of Class of Securities)
451695100*
(CUSIP Number of Class of Securities)
Edward Weisberger
IGENE Biotechnology, Inc.
9110 Red Branch Road
Columbia, Maryland 21045
(410) 997-2599
(Name, Address and Telephone Number of Persons Authorized
to Receive Notices
and Communications on Behalf of Filing Persons)
Copy to:
Cecil E. Martin, III
McGuireWoods LLP
7 Saint Paul Street
Suite 1000
Baltimore, Maryland 21202-1671
(410) 659-4419
CALCULATION OF FILING FEE
Transaction Valuation Amount of Filing Fee
_____________________ ____________________
Not Applicable** Not Applicable**
[ ] Check the box if any part of the filing fee is
offset as provided by Rule 0-11(a)(2) and identify the
filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: Filing Party:
Form or Registration No.: Date Filed:
[x] Check the box if the filing relates solely to
preliminary communications made before the commencement of
a tender offer.
Check the appropriate boxes below to designate any
transaction to which the statement relates:
[ ] third party tender offer subject to Rule 14d-1.
[x] issuer tender offer subject to Rule 13e-4.
[ ] going private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final
amendment reporting the results of the tender offer: [ ]
____________________
*Refers to common stock underlying the warrants and options.
**No filing fee is required because the filing contains only
preliminary communications made before the commencement of a
tender offer.
____________________
At its 2008 Annual Meeting of Stockholders to be held on
November 3, 2008 (the "Annual Meeting"), IGENE
Biotechnology, Inc. (the "Company") will ask its
stockholders to approve an amendment to its Articles of
Incorporation, as amended, to increase the number of
authorized shares of its common stock, par value $0.01 per
share (the "Common Stock"), from 750,000,000 to
3,000,000,000 shares (the "Amendment"). In the Company's
proxy statement for the Annual Meeting, and in the
connection with the proposed Amendment, the Company
disclosed its intention to commence exchange offers pursuant
to which the Company will offer to exchange shares of Common
Stock for (i) outstanding warrants to purchase Common Stock,
and (ii) outstanding options to purchase Common Stock. The
Company will not have sufficient shares of Common Stock to
complete the warrant and option exchange offers unless the
Amendment is approved by the Company's stockholders. The
Company plans to commence the exchange offers after the
mailing date of the proxy statement, but before the
scheduled date of the Annual Meeting. The Company will not
consummate the exchange offers until after the Annual
Meeting, and only if stockholder approval of the Amendment
is obtained. Concurrently with the warrant and option
exchange offers, the Company contemplates an exchange offer
of shares of Common Stock for all of its outstanding debt
securities.
The Company's definitive proxy statement filed with the
Securities and Exchange Commission (the "SEC") on October 2,
2008 is filed as Exhibit 99.1 hereto.
The warrant and option exchange offers described in the
Proxy Statement have not yet commenced. Neither the above
information nor the Proxy Statement constitutes an offer to
warrant holders and option holders to exchange their
warrants and options. At the time the warrant and option
exchange offers have commenced, the Company will provide
warrant holders and option holders who are eligible to
participate in the exchange offer with written materials
explaining the precise terms and timing of the warrant and
option exchange offers. Persons who are eligible to
participate in the warrant and option exchange offers should
read these written materials carefully when they become
available because they will contain important information
about the warrant and option exchange offers. The Company
will also file these written materials with the SEC as part
of a tender offer statement upon the commencement of the
warrant and option exchange offers. The Company's warrant
holders, option holders and other investors will be able to
obtain these written materials and other documents filed by
the Company with the SEC free of charge from the SEC's
website at www.sec.gov. In addition, the Company's warrant
holders, option holders and other investors may obtain free
copies of the documents filed by the Company with the SEC by
directing a written request to: IGENE Biotechnology, Inc.,
9110 Red Branch Road, Columbia, Maryland 21045, Attention:
Corporate Secretary.
Item 12. Exhibits
Exhibit No.
99.1 Definitive Proxy Statement for the Company's 2008
Annual Meeting of Stockholders to be held on
November 3, 2008 (incorporated by reference to the
Company's Schedule 14A filed with the SEC on
October 2, 2008).