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As filed with the Securities And Exchange Commission on April 2, 2001
REGISTRATION NO. 333-_______
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GENETRONICS BIOMEDICAL LTD.
(Exact name of registrant as specified in its charter)
BRITISH COLUMBIA, CANADA 33-0024450
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(State or other jurisdiction (I.R.S. Employer Identification Number
of incorporation or organization) for Genetronics, Inc.)
11199 SORRENTO VALLEY ROAD
SAN DIEGO, CALIFORNIA 92121-1334
(858) 597-6006
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(Address, Zip Code and Telephone
Number of Principal Executive Offices)
2000 STOCK OPTION PLAN
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(Full title of the plan)
MARTIN NASH
PRESIDENT, CHIEF EXECUTIVE OFFICER
11199 Sorrento Valley Road
San Diego, California 92121-1334
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(Name, address and telephone number of agent for service)
COPY TO:
DOUGLAS J. REIN, ESQ.
GRAY CARY WARE & FREIDENRICH LLP
4365 EXECUTIVE DRIVE, SUITE 1600
SAN DIEGO, CA 92121
TELEPHONE: (858) 677-1400
FACSIMILE: (858) 677-1477
This registration statement shall become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
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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(1) offering price per aggregate offering Registration
share(2) price Fee
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2000 STOCK OPTION PLAN
Common Stock, 1,840,217 $.85 - $2.31 $2,124,769 $532
no par value
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(1) Includes 1,143,500 shares issuable upon the exercise of options granted
under the 2000 Stock Option Plan of Genetronics Biomedical Ltd. (the "Company"
or the "Registrant").
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rules 457(c) and (h)(1) of the Securities Act of
1933, as amended (the "Securities Act"). The price per share and aggregate
offering price are calculated based upon (a) the weighted average of $.94 to
$2.31 of the 1,143,500 outstanding options granted under the Company's 2000
Stock Option Plan and (b) the average of the high and low prices of Company's
Common Stock on March 28, 2001 ($.85) as reported on the American Stock Exchange
for the remaining 696,717 shares subject to the 2000 Stock Option Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Company are incorporated by reference in
this Registration Statement:
1.1 The Company's Annual Report on Form 10-K for the year ended March
31, 2000;
1.2 The Company's Report on Form 8-K filed on January 17, 2001;
1.3 The Company's Quarterly Reports on Form 10-Q for the quarters ended
June 30, 2000, September 30, 2000 and December 31, 2000; and
1.4 The description of the Company's Common Stock contained in its
report on Form 20-F for the period ended February 28, 1998 including any
amendments or reports filed for the purpose of updating such description.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all shares of Common Stock offered pursuant to this
Registration Statement have been sold or that deregisters all shares of Common
Stock then remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of filing of
such documents.
Item 4. Description of Securities
The class of securities to be offered is registered under Section 12 of
the Exchange Act.
Item 5. Interests of Named Experts and Counsel
Inapplicable.
Item 6. Indemnification of Directors and Officers
As specified in our Articles of Incorporation, subject to the provisions
of the Company Act (British Columbia), our directors shall cause us to indemnify
a director or a former director of ours and the directors may cause us to
indemnify a director or former director of a corporation of which we are or were
a member and the heirs and personal representatives of any such person against
all costs, charges and expenses, including an amount paid to settle an action or
satisfy a judgment, actually and reasonably incurred by him or them including an
amount paid to settle an action or satisfy a judgment in a civil, criminal or
administrative action or proceeding to which he is or they are made a party by
reason of his being or having been a director of ours or a director of such
corporation, including any action brought by us or any such corporation. Each of
our directors on being elected or appointed shall be deemed to have contracted
with us on the terms of the foregoing indemnity.
Additionally, our directors may cause us to indemnify any of our
officers, employees or agents, or of any corporation of which we are or were a
member, and his heirs and personal
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representatives, against all costs, charges and expenses whatsoever incurred by
him or them and resulting from his acting as our officer, employee or agent or
such corporation. We shall also indemnify our Secretary and any Assistant
Secretary, if he is not a full-time employee and notwithstanding that he may
also be a director and his respective heirs and legal representatives against
all costs, charges and expenses whatsoever incurred by him or them and arising
out of the functions assigned to the Secretary by the Company Act (British
Columbia) or our Articles of Incorporation and each such Secretary and Assistant
Secretary shall, on being appointed be deemed to have contracted with us on the
terms of the foregoing indemnity.
Our directors may cause us to purchase and maintain insurance for the
benefit of any person who is or was serving as a director, officer, employee or
agent of ours or as a director, officer, employee or agent of ours or as a
director, officer, employee or agent of any corporation of which we are or were
a stockholder and his heirs or personal representatives against any liability
incurred by him as such director, officer, employee or agent.
These indemnification provisions and the indemnification agreements
entered into between us and our executive officers and directors may be
sufficiently broad to permit indemnification of our executive officers and
directors for liabilities (including reimbursement of expenses incurred) arising
under the Securities Act of 1933, as amended.
Item 7. Exemption From Registration Claimed
Inapplicable.
Item 8. Exhibits
See Exhibit Index.
Item 9. Undertakings
(a) Rule 415 Offering
The undersigned registrant hereby undertakes:
(i) 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 the 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 the
registration statement. Notwithstanding the foregoing, 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 prospectus filed with the 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;
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(iii) 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 registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(l)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the registration
statement.
(ii) 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 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.
(iii) 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) Filing incorporating subsequent Exchange Act documents by
reference
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
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 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) Request for acceleration of effective date or filing of
registration statement on Form S-8
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 Act 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 Act and will
be governed by the final adjudication of such issue.
SIGNATURE
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
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undersigned, thereunto duly authorized, in the City of San Diego, State of
California, on March 30, 2001.
Genetronics Biomedical, Ltd.
By: /S/ MARTIN NASH
_____________________________________
Martin Nash
President and Chief Executive Officer
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POWER OF ATTORNEY
The officers and directors of Genetronics Biomedical, Ltd. whose
signatures appear below, hereby constitute and appoint Martin Nash and Mervyn
McCulloch, and each of them, their true and lawful attorneys and agents, with
full power of substitution, each with power to act alone, to sign and execute on
behalf of the undersigned any amendment or amendments to this registration
statement on Form S-8, and each of the undersigned does hereby ratify and
confirm all that each of said attorney and agent, or their, her or his
substitutes, shall 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 by the following persons in the
capacities indicated on March 30, 2001.
Signature Title
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/S/ MARTIN NASH
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Martin Nash President, Chief Executive Officer (Principal
Executive Officer) and Director
/S/ MERVYN J. MCCULLOCH
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Mervyn J. McCulloch Chief Financial Officer (Principal Financial
and Accounting Officer)
/S/ JAMES L. HEPPELL
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James L. Heppell Director
/S/ GORDON J. POLITESKI
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Gordon J. Politeski Director
/S/ SUZANNE L. WOOD
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Suzanne L. Wood Director
/S/ FELIX THEEUWES
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Felix Theeuwes Director
/S/ GORDON BLANKSTEIN
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Gordon Blankstein Director
/S/ GRANT DENISON
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Grant Denison Director
/S/ TAZDIN ESMAIL
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Tazdin Esmail Director
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EXHIBIT INDEX
Ex.# Description Location
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5.1. Opinion and Consent of Catalyst Corporate Finance
Lawyers..............................................................(1)
23.1 Consent of Ernst & Young LLP.........................................(1)
23.2. Consent of Catalyst Corporate Finance Lawyers (see Exhibit 5.1)......(1)
24.1. Power of Attorney (See Signature Page)...............................(1)
99.1 2000 Stock Option Plan...............................................(1)
99.2 Forms of Incentive and Nonstatutory Stock Option Agreements
used in connection with the 2000 Stock Option Plan...................(1)
(1) Filed herewith.
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