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As filed with the Securities and Exchange Commission
on May 29, 2001
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ALTAREX CORP.
(Exact name of registrant as specified in its charter)
PROVINCE OF ALBERTA, CANADA 04-3416812
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
610 LINCOLN STREET, WALTHAM, MASSACHUSETTS 02451
(Address of Principal Executive Offices) (Zip Code)
ALTAREX CORP. STOCK OPTION PLAN
(Full title of the Plan)
RICHARD E. BAGLEY
CHIEF EXECUTIVE OFFICER
ALTAREX CORP.
610 LINCOLN STREET
WALTHAM, MASSACHUSETTS 02451
WITH A COPY TO:
Stuart M. Falber, Esq.
Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
(617) 526-6000
(Name, address, including zip code, and telephone number,
including area code, of agents for service)
CALCULATION OF REGISTRATION FEE
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Title of Proposed Maximum Proposed Maximum Amount of
Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
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Common Shares,
no par value 5,455,312 shares $2.0305 (1) $11,077,011.02 (1) $2,769.25
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(1) Estimated solely for the purpose of calculating the registration fee, based
upon the average of the high and low prices of the Common Shares on the
Toronto Stock Exchange on May 22, 2001 and the noon rate of exchange, as
reported by the Federal Reserve Bank of New York, for the conversion of
Canadian dollars into United States dollars on May 22, 2001, in accordance
with Rules 457(c) and 457(h) of the Securities Act of 1933.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed to register the Common
Shares of AltaRex Corp. (the "Company" or "Registrant") issuable pursuant to the
AltaRex Corp. Stock Option Plan (the "Plan").
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PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent
or given to participants in the Plan pursuant to Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act").
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents, which are filed with the Securities and
Exchange Commission (the "Commission"), are incorporated in this Registration
Statement by reference:
(1) The Registrant's latest annual report filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
(2) All other reports filed pursuant to Sections 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the annual
report referred to in (1) above.
(3) The Registrant's Registration Statement on Form 20-F, as
amended, filed with the Commission pursuant to Section 12(g) of the
Exchange Act.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all Common Shares offered hereby
have been sold or which deregisters all Common Shares then remaining unsold,
shall be deemed to be incorporated by reference herein and to be part hereof
from the date of the 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 statement so modified or superseded
shall 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
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Section Seven of the Company's Bylaws provides that directors and
officers of the Company are not liable for (a) the acts, receipts, neglects or
defaults of any other director or officer or employee, (b) joining in any
receipt or other act for conformity, or for any loss, damage or expense
happening to the Company through the insufficiency or deficiency of title to any
property acquired for or on behalf of the Company, (c) the insufficiency or
deficiency of any security in or upon which any of the moneys of the Company
shall be invested, (d) any loss or damage arising from the bankruptcy,
insolvency or tortious acts of any person with whom any of the moneys,
securities or effects of the Company shall be deposited, (e) any loss occasioned
by any error of judgment or oversight on the part of the director or officer, or
(f) any other loss, damage or misfortune whatsoever which shall happen in the
execution of the duties of the director or officer's office or in relation
thereto, unless occasioned by the director or officer's own willful neglect or
default. This limitation on liability is subject to the director or officer
acting honestly and in good faith, with a view to the best interests of the
Company, and in the case of a criminal or administrative action or proceeding
that is enforced by a monetary penalty, subject to the director or officer
having reasonable grounds for believing that his conduct was lawful.
Section Seven of the Company's Bylaws further provides that,
subject to the approval of the Court of Queen's Bench of Alberta, the Company
shall indemnify directors and officers against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment, reasonably
incurred by the director or officer in respect of any civil, criminal or
administrative action or proceeding to which the director or officer is made a
party by reason of being or having been a director or officer. The Company's
indemnification obligation is limited to situations in which (a) the director or
officer acted honestly and in good faith with a view to the best interests of
the Company; and (b) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, the director or officer had
reasonable grounds for believing that his or her conduct was lawful.
Notwithstanding the Company's Bylaws, a director or officer or
former director or officer or a person who acts or acted at the Company's
request as a director or officer of a body corporate of which the Company is or
was a shareholder or creditor is entitled to indemnity from the Company in
respect of all costs, charges and expenses reasonably incurred by him in
connection with the defense of any civil, criminal or administrative action or
proceeding to which he is made a party by reason of being or having been a
director or officer of the Company or body corporate, provided such individual
was substantially successful on the merits in his defense of such action or
proceeding, he fulfills the conditions set forth in the paragraph above and is
fairly and reasonably entitled to indemnity.
Section Seven of the Company's Bylaws further provides that the
Company may purchase and maintain insurance for the benefit of its directors and
officers against any liability incurred by the director or officer by virtue of
his or her office except when the liability relates to the director or officer's
failure to act honestly and in good faith with a view to the best interests of
the Company.
The limitations on liability and the indemnification provisions
contained in Section Seven of the Registrant's Bylaws are subject to the
limitations set forth in the Business Corporation Act, as amended, of Alberta
Canada.
Item 7. Exemption from Registration Claimed
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Not applicable.
Item 8. Exhibits
Exhibit
Number Description
4.1 (1) Articles of Incorporation of the Registrant, as amended
4.2 (1) Articles of Amalgamation of the Registrant, as amended
4.3 (1) By-Laws of the Registrant
4.4 Specimen certificate for shares of Common Stock
4.5 (2) AltaRex Corp. Stock Option Plan, as amended
5.1 Opinion of McCarthy Tetrault
23.1 Consent of McCarthy Tetrault (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Ernst & Young LLP
24 Power of Attorney (included on signature page to this Registration Statement)
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(1) Incorporated herein by reference from the Registrant's Registration
Statement on Form 20-F, as amended.
(2) Incorporated herein by reference from the Registrant's Amended Annual
Report on Form 20-F/A filed with the Commission on September 21, 2000.
Item 9. Undertakings
1. The Registrant hereby undertakes:
(a) 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
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in
the maximum aggregate offering
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price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement.
(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 1(a)(i) and 1(a)(ii) do not
apply if the Registration Statement is on Form S-3, Form S-8 or
Form F-3, and 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 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(b) 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.
(c) 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.
2. The 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 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.
3. 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 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, 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 Waltham, Commonwealth of Massachusetts, on this 25th
day of May, 2001.
ALTAREX CORP.
By: /s/ Edward M. Fitzgerald
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Name: Edward M. Fitzgerald
Title: Senior Vice President &
Chief Financial Officer
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SIGNATURES AND POWER OF ATTORNEY
We, the undersigned officers and directors of AltaRex Corp., hereby
severally constitute and appoint Richard E. Bagley and Edward M. Fitzgerald, and
each of them singly, our true and lawful attorneys with full power to any of
them, and to each of them singly, to sign for us and in our names in the
capacities indicated below the Registration Statement on Form S-8 filed herewith
and any and all pre-effective and post-effective amendments to said Registration
Statement and generally to do all such things in our name and behalf in our
capacities as officers and directors to enable AltaRex Corp. to comply with the
provisions of the Securities Act of 1933 and all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming our signatures as they
may be signed by our said attorneys, or any of them, to said Registration
Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
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/s/ Richard E. Bagley President, Chief Executive Officer and May 25, 2001
- ----------------------------- Director (Principal Executive Officer)
Richard E. Bagley
/s/ Edward M. Fitzgerald Senior Vice President and Chief Financial May 25, 2001
- ----------------------------- Officer (Principal Financial
Edward M. Fitzgerald and Accounting Officer)
/s/ Antoine A. Noujaim Director and Chairman of the Board May 25, 2001
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Antoine A. Noujaim
/s/ William R. McMahan Director May 25, 2001
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William R. McMahan
/s/ Monique Begin Director May 25, 2001
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Monique Begin
/s/ Jim A. Wright Director May 25, 2001
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Jim A. Wright
/s/ Normand Balthazard Director May 25, 2001
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Normand Balthazard
/s/ William R. Darrow Director May 25, 2001
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William R. Darrow
/s/ Robert H. Uhl Director May 25, 2001
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Robert H. Uhl
/s/ Bruce D. Brydon Director May 25, 2001
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Bruce D. Brydon
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EXHIBIT INDEX
Exhibit
Number Description
4.1 (1) Articles of Incorporation of the Registrant, as amended
4.2 (1) Articles of Amalgamation of the Registrant, as amended
4.3 (1) By-Laws of the Registrant
4.4 Specimen certificate for shares of Common Stock
4.5 (2) AltaRex Corp. Stock Option Plan, as amended
5.1 Opinion of McCarthy Tetrault
23.1 Consent of McCarthy Tetrault (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Ernst & Young LLP
24 Power of Attorney (included on signature page to this Registration Statement)
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(1) Incorporated herein by reference from the Registrant's Registration
Statement on Form 20-F, as amended.
(2) Incorporated herein by reference from the Registrant's Amended Annual
Report on Form 20-F/A filed with the Commission on September 21, 2000.
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