This document contains 6 pages. The exhibit index is located on page 4.
As filed with the Securities and Exchange Commission on June 18, 1999.
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NABI
(Exact name of issuer as specified in its charter)
Delaware 59-1212264
(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
5800 Park of Commerce Boulevard, N.W., Boca Raton, Florida 33487
(Address of principal executive offices)
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STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of plan)
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David J. Gury Copies of communications to:
Nabi Constantine Alexander, Esq.
5800 Park of Commerce Boulevard, N.W. Nutter, McClennen & Fish, LLP
Boca Raton, Florida 33487 One International Place
(561) 989-5800 Boston, Massachusetts 02110-2699
(Name, address and telephone (617) 439-2000
number of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Title of each class of securities to Amount being offering price aggregate offering Amount of
be registered registered (1) per share price registration fee
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Common Stock,
$.10 par value per share 150,000 Shares $2.88(2) $432,000(2) $120.10(2)
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(1) This Registration Statement covers 150,000 shares of Common Stock which may
be issued under Nabi's Stock Plan for Non-Employee Directors. In addition,
this Registration Statement also covers an indeterminate number of
additional shares of Common Stock which may be issued under said Plan as a
result of a stock dividend, stock split or other recapitalization.
(2) Calculated pursuant to Rules 457(c) and (h) under the Securities Act of
1933 based upon the average of the high and low prices per share of the
Common Stock as reported on the Nasdaq National Market on June 17, 1999.
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In accordance with General Instruction E to Form S-8, the contents of the
registrant's Registration Statement on Form S-8 (File No. 33-60795) relating to
the registrant's Stock Plan for Non-Employee Directors (the "Prior Form S-8")
are incorporated by reference in this Registration Statement.
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In accordance with General Instruction E to Form S-8, the following
information is not contained in the Prior Form S-8:
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
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See the exhibit index immediately preceding the exhibits attached hereto.
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SIGNATURES
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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 Boca Raton, State of Florida, on the 18th day of
June 1999.
NABI
By: /s/ David J. Gury
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David J. Gury
Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signatures Title Date
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/s/ David J. Gury Chairman of the Board, President, June 18, 1999
- ---------------------------------- Chief Executive Officer
David J. Gury
/s/ Thomas H. McLain Senior Vice President, Corporate June 18, 1999
- ---------------------------------- Services and Chief Financial Officer
Thomas H. McLain
/s/ Lorraine M. Breece Senior Director of Finance and June 18, 1999
- ---------------------------------- Principal Accounting Officer
Lorraine M. Breece
/s/ Joseph C. Cook, Jr. Director June 18, 1999
- ----------------------------------
Joseph C. Cook, Jr.
/s/ Richard A. Harvey, Jr. Director June 18, 1999
- ----------------------------------
Richard A. Harvey, Jr.
/s/ David L. Castaldi Director June 18, 1999
- ----------------------------------
David L. Castaldi
/s/ David A. Thompson Director June 18, 1999
- ----------------------------------
David A. Thompson
/s/ George W. Ebright Director June 18, 1999
- ----------------------------------
George W. Ebright
/s/ Linda Jenckes Director June 18, 1999
- ----------------------------------
Linda Jenckes
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EXHIBIT INDEX
Exhibit No. Title Page
- ---------- ----- ----
Exhibit 4.1 Stock Plan for Non-Employee Directors, as *
amended to date (incorporated by reference
to Nabi's definitive proxy statement relating
to its 1999 annual meeting of stockholders)
Exhibit 5 Opinion of Nutter, McClennen & Fish, LLP 5
Exhibit 23.1 Consent of Nutter, McClennen & Fish, LLP Contained in
Exhibit 5
Exhibit 23.2 Consent of PricewaterhouseCoopers LLP 6