UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HYBRIDON, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-3072298
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
345 Vassar Street
Cambridge, Massachusetts 02139
(617) 679-5500
(Address, including zip code and telephone number,
of Principal Executive Offices)
HYBRIDON, INC.
AMENDED AND RESTATED 1997 STOCK INCENTIVE PLAN
(Full title of the plan)
STEPHEN R. SEILER
Chief Executive Officer
Hybridon, Inc.
345 Vassar Street
Cambridge, Massachusetts 02139
(617) 679-5500
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
CALCULATION OF REGISTRATION FEE
Title of Each Proposed Proposed
Class of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
------------ ---------- --------- --------- ------------
Common Stock
$.001 par 7,000,000 $.91 $6,370,000 $1,592.50
value
Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based upon
the average of the high and low sales prices for the Common Stock reported on
the Nasdaq OTC Bulletin Board on October 17, 2001.
The purpose of this Registration Statement is to register 7,000,000
additional shares of common stock, $.001 par value, of Hybridon, Inc. issuable
pursuant to the Hybridon, Inc. Amended and Restated 1997 Stock Incentive Plan,
as amended.
STATEMENT OF INCORPORATION BY REFERENCE
Pursuant to General Instruction E of Form S-8, the Registrant hereby
incorporates by reference the contents of its Form S-8 Registration Statement
No. 333-34008 (filed April 4, 2000).
Item 8. EXHIBITS
EXHIBIT
NO. DESCRIPTION
------- -----------
4.1 Restated Certificate of Incorporation of the Registrant, as amended
(incorporated by reference to Exhibit 3.1 filed as part of the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997).
4.2 Amended and Restated By-laws of the Registrant (incorporated by
reference to Exhibits to the Registrant's Registration Statement
on Form S-1, File No. 33-99024).
5 Opinion and Consent of Holland & Knight LLP, Counsel to the Company,
as to the legality of the Common Stock offered hereunder.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Holland & Knight LLP (included in Exhibit 5).
24 Power of Attorney (contained in the signature page of this
Registration Statement).
99.1 Hybridon, Inc. Amended and Restated 1997 Stock Incentive Plan.
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 Cambridge, Massachusetts on this 19th day of October, 2001.
HYBRIDON, INC.
By: /s/ Stephen R. Seiler
---------------------------------
Stephen R. Seiler
POWER OF ATTORNEY AND SIGNATURES
The undersigned officers and directors of Hybridon, Inc. hereby
constitute and appoint Robert G. Andersen the true and lawful agent and
attorney-in-fact of the undersigned with full power and authority to sign for
the undersigned in their names, in any and all capacities, any and all
amendments (including post-effective amendments) to this Registration Statement
and generally to take all such steps as may be necessary or appropriate to
enable Hybridon, Inc. to comply with the provisions of the Securities Act of
1933, as amended, and all requirements of the Securities and Exchange Commission
related thereto, hereby ratifying and confirming all acts taken by such agents
and attorneys-in-fact, as herein authorized.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on October 19, 2001.
Signature Title(s)
----------- ---------
/s/ Dr. James B. Wyngaarden Chairman of the Board of
---------------------------------------- Directors
Dr. James B. Wyngaarden
/s/ Stephen R. Seiler Chief Executive Officer
---------------------------------------- (Principal Executive Officer)
Stephen R. Seiler and Director
/s/ Sudhir Agrawal President, Chief Scientific Officer
---------------------------------------- and Director
Dr. Sudhir Agrawal
/s/ Robert G. Andersen Chief Financial Officer
----------------------------------------- and Vice President of
Robert G. Andersen Operations and Planning
Director
----------------------------------------
Arthur W. Berry
Director
----------------------------------------
Camille A. Chebeir
/s/ Youssef El Zein Director
----------------------------------------
Youssef El Zein
/s/ C. Keith Hartley Director
----------------------------------------
C. Keith Hartley
/s/ Nasser Menhall Director
-----------------------------------------
Nasser Menhall
/s/ Paul C. Zamecnik Director
----------------------------------------
Dr. Paul C. Zamecnik
EXHIBITS
TO
HYBRIDON, INC.
REGISTRATION STATEMENT ON FORM S-8
Exhibit Index
The following exhibits are filed herewith as part of this Registration
Statement:
EXHIBIT
NO. DESCRIPTION
------- -----------
4.1 Restated Certificate of Incorporation of the Registrant, as
amended (incorporated by reference to Exhibit 3.1 filed
as part of the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1997).
4.2 Amended and Restated By-laws of the Registrant (incorporated
by reference to Exhibits to the Registrant's Registration
Statement on Form S-1, File No. 33-99024).
5 Opinion and Consent of Holland & Knight LLP, Counsel to the
Company, as to the legality of the Common Stock offered
hereunder.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Holland & Knight LLP (included in Exhibit 5).
24 Power of Attorney (contained in the signature page of
this Registration Statement).
99.1 Hybridon, Inc. Amended and Restated 1997 Stock Incentive Plan.