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As filed with the Securities and Exchange Commission on April 6, 2000
Registration No. 333-____________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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SANGAMO BIOSCIENCES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 68-0359556
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
501 CANAL BOULEVARD, SUITE A100
RICHMOND, CALIFORNIA 94804
(Address of principal executive offices) (Zip Code)
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SANGAMO BIOSCIENCES, INC.
2000 STOCK INCENTIVE PLAN
2000 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plans)
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EDWARD O. LANPHIER II
PRESIDENT AND CHIEF EXECUTIVE OFFICER
SANGAMO BIOSCIENCES, INC.
501 CANAL BOULEVARD, SUITE A100
RICHMOND, CALIFORNIA 94804
(Name and address of agent for service)
(510) 970-6000
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate
to be to be Price Offering Amount of
Registered Registered(1) per Share Price(2) Registration
- --------------------------------------------------------------------------------------------------------------------------
2000 Stock Incentive Plan
Common Stock, $0.01 par value 3,635,832 shares $15.00(2) $54,537,480(2) $14,398
- --------------------------------------------------------------------------------------------------------------------------
2000 Employee Stock Purchase Plan
Common Stock, $0.01 par value 400,000 shares $15.00(2) $ 6,000,000(2) $ 1,584
- --------------------------------------------------------------------------------------------------------------------------
Aggregate Registration Fee $15,982
==========================================================================================================================
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Registrant's. 2000 Stock
Incentive Plan and the 2000 Employee Stock Purchase Plan by reason of
any stock dividend, stock split, recapitalization or other similar
transaction effected without the Registrant's receipt of consideration
which results in an increase in the number of the outstanding shares of
Registrant's Common Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the highest proposed
selling price per share of Registrant's Common Stock.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Sangamo BioSciences, Inc. (the "Registrant") hereby incorporates
by reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):
(a) The Registrant's Registration Statement No. 333-30134 on Form S-1
filed with the Commission on February 11, 2000, as amended on
Form S-1/A filed with the Commission on February 24, 2000, March
14, 2000, April 4, 2000, April 5, 2000, and April 6, 2000, in
which there is set forth the audited financial statements for the
Registrant's fiscal year ended December 31, 1999; and
(b) The Registrant's Registration Statement No. 000-30171 on Form 8-A
filed with the Commission on March 31, 2000 pursuant to Section
12(g) of the Securities Exchange Act of 1934 (the "Exchange
Act"), in which there is described the terms, rights, and
provisions applicable to the Registrant's outstanding Common
Stock.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act"), after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which de-registers all securities
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of 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 subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not 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
Section 145 of the Delaware General Corporation Law authorizes a
court to award or a corporation's board of directors to grant indemnification to
directors and officers in terms sufficiently broad to permit the indemnification
under certain circumstances for liabilities (including reimbursement for
expenses incurred) arising under the Securities Act of 1933, as amended (the
"Securities Act"). Article VII, Section 6 of Registrant's bylaws provides for
mandatory indemnification of its directors and officers and permissible
indemnification of employees and other agents to the maximum extent permitted by
the Delaware General Corporation Law. Registrant's certificate of incorporation
provides that, subject to Delaware law, its directors will not be personally
liable for monetary damages for breach of the a director's fiduciary duty as
directors to Registrant and its stockholders. This provision in the certificate
of incorporation does not eliminate a director's fiduciary duty, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Delaware law. In addition,
each director will continue to be subject to liability for breach of the
director's duty of loyalty to Registrant or its stockholders for acts or
omissions not in good faith or involving intentional misconduct, for knowing
violations of law, for actions leading to improper personal benefit to the
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director, and for payment of dividends or approval of stock purchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws. Registrant has entered
into indemnification agreements with its officers and directors. Reference is
made to Exhibit 10.4 to Registration Statement No. 333-30134. The
indemnification agreements provide Registrant's officers and directors with
further indemnification to the maximum extent permitted by the Delaware General
Corporation Law. Reference is also made to the underwriting agreement contained
in Exhibit 1.1 to Registration Statement No. 333-30134, indemnifying
Registrant's officers and directors against specific liabilities, and
Registrant's Second Amended and Restated Registration Rights Agreement contained
in Exhibit 10.3 to Registration Statement No. 333-30134, indemnifying the
parties thereto, including controlling stockholders, against liabilities.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
Exhibit Number Exhibit
- -------------- -------
4 Instruments Defining the Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 000-30171 on
Form 8-A, together with the exhibits thereto, which are
incorporated herein by reference pursuant to Item 3(b) to this
Registration Statement.
5 Opinion and Consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this Registration
Statement.
99.1 Sangamo BioSciences, Inc. 2000 Stock Incentive Plan
99.2 Sangamo BioSciences, Inc. 2000 Employee Stock Purchase Plan.
Item 9. Undertakings
A. The undersigned Registrant hereby undertakes: (1) 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 1933 Act, (ii) to reflect in the prospectus any facts
or events arising after the effective date of this 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 this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 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; and (3) 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 Registrant's 2000
Stock Incentive Plan or 2000 Employee Stock Purchase Plan.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this 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. Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6 or
otherwise, the Registrant has been advised that, in the opinion of the
Commission, such indemnification is
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against public policy as expressed in the 1933 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 1933 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 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 Richmond, State of California on this
6th day of April, 2000.
SANGAMO BIOSCIENCES, INC.
By: /s/ EDWARD O. LANPHIER II
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Edward O. Lanphier II
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That each person whose signature appears below constitutes and
appoints Edward O. Lanphier II, President and Chief Executive Officer, and Shawn
K. Johnson, Director of Finance, and each of them, as such person's true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in such person's name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his or her substitutes, may lawfully do or cause to be done by
virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the dates
indicated:
SIGNATURE TITLE DATE
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/s/ EDWARD O. LANPHIER II President, Chief Executive Officer April 6, 2000
- ----------------------------- and Director (Principal Executive Officer)
Edward O. Lanphier II
/s/ SHAWN K. JOHNSON Director of Finance April 6, 2000
- ----------------------------- (Principal Accounting Officer)
Shawn K. Johnson
Director April ___, 2000
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Herbert W. Boyer, Ph.D.
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SIGNATURE TITLE DATE
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/s/ WILLIAM G. GERBER, M.D. Director April 6, 2000
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William G. Gerber, M.D.
/s/ JOHN W. LARSON Director April 6, 2000
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John W. Larson
/S/ WILLIAM J. RUTTER, PH.D. Director April 6, 2000
- -----------------------------
William J. Rutter, Ph.D.
/s/ MICHAEL C. WOOD Director April 6, 2000
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Michael C. Wood
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
SANGAMO BIOSCIENCES, INC.
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EXHIBIT INDEX
Exhibit Number Exhibit
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4 Instruments Defining the Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 000-30171 on
Form 8-A, together with the exhibits thereto, which are
incorporated herein by reference pursuant to Item 3(b) to this
Registration Statement.
5 Opinion and Consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this Registration
Statement.
99.1 Sangamo BioSciences, Inc. 2000 Stock Incentive Plan
99.2 Sangamo BioSciences, Inc. 2000 Employee Stock Purchase Plan.