1
As filed with the Securities and Exchange Commission
on July 19, 1996
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
IMMULOGIC PHARMACEUTICAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 13-3397957
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
610 LINCOLN STREET, WALTHAM, MASSACHUSETTS 02154
(Address of Principal Executive Offices) (Zip Code)
1993 DIRECTOR'S STOCK OPTION PLAN
(Full title of the plan)
RICHARD N. SMALL
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
IMMULOGIC PHARMACEUTICAL CORPORATION
610 LINCOLN STREET
WALTHAM, MASSACHUSETTS 02154
(Name and address of agent for service)
(617) 466-6000
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
---------- ---------- --------- --------- ------------
Common Stock, 100,000 $7.00(1) $700,000(1) $242.00
$.01 par shares
value
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(1) Estimated solely for the purpose of calculating the registration
fee, and based upon the average of the high and low prices of the
Common Stock on the Nasdaq National Market on July 17, 1996 in
accordance with Rules 457(c) and 457(h) of the Securities Act of
1933.
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Page 1 of 9 pages
Exhibit Index begins on page 5
2
Statement of Incorporation by Reference
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This Registration Statement on Form S-8 incorporates by reference
the contents of the Registration Statement on Form S-8, File No.
33-89022, relating to the Registrant's 1993 Director's Stock
Option Plan.
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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 the 18th day of July, 1996.
IMMULOGIC PHARMACEUTICAL CORPORATION
By: /s/ Robert J. Gerety
---------------------------------
Robert J. Gerety, M.D., Ph.D.
President and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of ImmuLogic
Pharmaceutical Corporation Inc. hereby severally constitute Robert J.
Gerety, Richard N. Small and Stacey L. Channing, and each of them
singly, our true and lawful attorneys with full power to them, and 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 subsequent amendments to said Registration Statement,
and generally to do all such things in our names and behalf in our
capacities as officers and directors to enable ImmuLogic Pharmaceutical
Corporation to comply with all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as
they may be signed by said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.
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Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following persons
in the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Robert J. Gerety President, Chief )
----------------------------- Executive Officer )
Robert J. Gerety, M.D., Ph.D. and Director )
(Principal Executive )
Officer) )
)
)
/s/ Richard N. Small Vice President, )
----------------------------- Chief Financial Officer )
Richard N. Small (Principal Financial )
and Accounting Officer) )
)
)
/s/ Malcolm L. Gefter Director )
----------------------------- )
Malcolm L. Gefter, Ph.D. )
)
)
)
)
/s/ Alan J. Dalby Director )
----------------------------- )
Alan J. Dalby )
) July 18, 1996
)
)
)
/s/ M Howard Jacobson Director )
----------------------------- )
M Howard Jacobson )
)
)
)
)
/s/ Kenneth L. Melmon Director )
----------------------------- )
Kenneth L. Melmon, M.D. )
)
)
)
)
/s/ Larry Soll Director )
----------------------------- )
Larry Soll, Ph.D. )
)
)
)
)
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EXHIBIT INDEX
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Exhibit
Number Description
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4.1 * By-Laws of the Registrant
4.2 * Specimen Certificate of Common Stock of
the Registrant
4.3 ** Rights Agreement, dated as of July 11, 1995,
between the Registrant and the First National
Bank of Boston, as Rights Agent, as amended
5 Opinion of Hale and Dorr
23.1 Consent of Hale and Dorr (included in Exhibit 5)
23.2 Consent of Coopers & Lybrand L.L.P.
24 Power of Attorney (included in the signature pages
of this Registration Statement)
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* Incorporated herein by reference from the Registrant's
Registration Statement on Form S-1 (File No. 33-39592).
** Incorporated herein by reference from the Registrant's Current
Report on Form 8-K dated July 11, 1995.