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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 16, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TARGETED GENETICS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
WASHINGTON 91-1549568
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
1100 OLIVE WAY, SUITE 100
SEATTLE, WASHINGTON 98101
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)(ZIP CODE)
TARGETED GENETICS CORPORATION
1992 RESTATED STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
H. STEWART PARKER
CHIEF EXECUTIVE OFFICER
TARGETED GENETICS CORPORATION
1100 OLIVE WAY, SUITE 100
SEATTLE, WASHINGTON 98101
(206) 623-7612
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
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COPY TO:
STEPHEN M. GRAHAM
PERKINS COIE
1201 THIRD AVENUE, 40TH FLOOR
SEATTLE, WASHINGTON 98101-3099
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CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
SHARE(1) PRICE(1)
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COMMON STOCK, PAR VALUE
$.01 PER SHARE 600,000(2) $5.44 $3,264,000 $1,126
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(1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the
amount of the registration fee. The price per share is estimated to be
$5.44 based on the average of the high and low sale price for the Common
Stock in the over-the-counter market on May 9, 1996, as reported by the
Nasdaq National Market.
(2) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
the 1992 Restated Stock Option Plan as the result of any future stock
split, stock dividend or similar adjustment of the outstanding Common Stock
of the Company.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference in this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1995;
(b) The Registrant's Current Report on Form 8-K filed with the
Securities and Exchange Commission (the "Commission") on April 20, 1996;
(c) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since December 31, 1995; and
(d) The description of the Registrant's Common Stock contained in
the Registration Statement on Form 8-A filed under Section 12 of the Exchange
Act and as declared effective May 20, 1994, including any amendments or reports
filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, after the date hereof and prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities covered hereby then remaining
unsold, shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporations Act (the "WBCA") 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 Amended and 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 WBCA 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, except in certain circumstances involving
intentional misconduct, self dealing or illegal corporate loans or
distributions, or any transaction from which the director personally received a
benefit in money, property or services to which the director is not legally
entitled. Article 11 of the Registrant's 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 an Indemnification Agreement with each of
its executive officers and directors in which the Registrant agrees to hold
harmless and indemnify the 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
Agreement.
No indemnity pursuant to the Indemnification Agreements shall 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 and amendments thereto, 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.
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ITEM 8. EXHIBITS
Exhibit
Number Description
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4.1 1992 Restated Stock Option Plan
5.1 Opinion of Perkins Coie regarding legality of the
Common Stock being registered
23.1 Consent of Ernst & Young LLP, Independent Auditors
(see Page II-5)
23.2 Consent of Perkins Coie (included in opinion filed as
Exhibit 5.1)
24.1 Power of Attorney (see Signature Page)
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
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
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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, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Seattle, State of Washington, on the 16th day of May,
1996.
TARGETED GENETICS CORPORATION
By /s/ H. Stewart Parker
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H. Stewart Parker, President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below authorizes and appoints H.
Stewart Parker and James A. Johnson, or either of them, his or her
attorneys-in-fact, with the power of substitution, for him or her in any and all
capacities, to sign any amendments to this Registration Statement, and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that said attorneys-in-fact, or their substitute or substitutes, may do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons on
the 16th day of May, 1996 in the capacities indicated.
SIGNATURE TITLE
/s/ H. Stewart Parker President and Chief Executive Officer (Principal
- ---------------------------- Executive Officer)
H. Stewart Parker
/s/ James A. Johnson Vice President, Finance, Chief Financial Officer,
- ---------------------------- Treasurer and Secretary (Principal Financial and
James A. Johnson Accounting Officer)
/s/ Stephen A. Duzan Director
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Stephen A. Duzan
/s/ James D. Grant Director
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James D. Grant
/s/ Donald E. O'Neill Director
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Donald E. O'Neill
/s/ Jeremy Curnock Cook Director
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Jeremy Curnock Cook
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CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the Targeted Genetics Corporation 1992
Restated Stock Option Plan of our report dated February 9, 1996, with respect to
the financial statements of Targeted Genetics Corporation incorporated by
reference in its Annual Report (Form 10-K) for the year ended December 31,
1995, filed with the Securities and Exchange Commission.
Ernst & Young LLP
Seattle, Washington
May 15, 1996
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INDEX TO EXHIBITS
Exhibit
Number Description
4.1 1992 Restated Stock Option Plan
5.1 Opinion of Perkins Coie regarding legality
of the Common Stock being registered
23.1 Consent of Ernst & Young LLP, Independent Auditors (see Page II-5)
23.2 Consent of Perkins Coie (included in Exhibit 5.1)
24.1 Power of Attorney (see Signature Page)