As filed with the Securities and Exchange Commission on May 6, 2002.
Registration No. 333-87104
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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Amendment No. 1 to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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UNIGENE LABORATORIES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 2833 22-2328609
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Organization) Classification Code Number) Identification No.)
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110 Little Falls Road
Fairfield, New Jersey 07004
(973) 882-0860
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
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Warren P. Levy
President
Unigene Laboratories, Inc.
110 Little Falls Road
Fairfield, New Jersey 07004
(973) 882-0860
(Name, address including zip code, and telephone number, including area code,
of agent for service)
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With a copy to:
Christopher G. Karras, Esq.
Dechert
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, PA 19103
(215) 994-4000
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Approximate date of commencement of proposed sale to the public: From
time to time after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box: [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration number of the earlier effective registration statement for the
same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule
434, check the following box. [_]
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant has filed a
further amendment that specifically states that the Registration Statement shall
thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933.
Part II
Information Not Required in Prospectus
Item 13. Other Expenses of Issuance and Distribution
The expenses payable by the Registrant in connection with the issuance and
distribution of the securities being registered (other than underwriting
discounts and commissions, if any) are set forth below. Each item listed is
estimated, except for the Securities and Exchange Commission registration fee.
Securities and Exchange Commission registration fee ....... $ 188
Blue Sky fees and expenses ................................ --
Accounting fees and expenses .............................. 10,000
Legal fees and expenses ................................... 25,000
Registrar and transfer agent's fees and expenses .......... 1,000
Printing and engraving expenses ........................... 5,000
Miscellaneous ............................................. 1,000
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Total expenses ............................................ $ 42,188
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Item 14. Indemnification of Directors and Officers
Article VI of the Registrant's By-laws requires the Registrant to
indemnify each of its directors and officers to the extent permitted by the
Delaware General Corporation Law ("DGCL"). Section 145 of the DGCL provides that
a corporation may indemnify any person, including any officer or director, who
was or is a party, or who is threatened to be made a party, to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation), by reason of the fact that he is or was a director, officer,
employee or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement,
actually and reasonably incurred by such person, if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the corporation and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful. Section 145 also
provides that a corporation may indemnify any person, including any officer or
director, who was or is a party, or who is threatened to be made a party, to any
threatened, pending or completed action by or in the right of the corporation,
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of the action, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made with respect to any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation, unless and only to the extent that a court of
competent jurisdiction shall determine that such indemnity is proper. To the
extent that a director or officer is successful on the merits or otherwise in
the defense of any action referred to above, the corporation is required under
Delaware law to indemnify that person against expenses (including attorneys'
fees) actually and reasonably incurred in connection therewith.
The Registrant's Certificate of Incorporation provides that no director
shall be liable to the Registrant or its stockholders for monetary damages for
breach of his fiduciary duty as a director. However, a director will be liable
for any breach of his duty of loyalty to the Registrant or its stockholders, for
acts or omissions not in good faith or involving intentional misconduct or
knowing violation of law, any transaction from which the director derived an
improper personal benefit, or payment of dividends or approval of stock
repurchases or redemptions that are unlawful under Delaware law.
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Item 15. Recent Sales of Unregistered Securities
Since March 31, 1999, Unigene has made the following sales of securities
that were not registered under the Securities Act of 1933, as amended (the
"Securities Act"):
(1) During the quarter ended June 30, 1999, $1,000,000 in principal
amount of the 5% Debentures were converted into (a) 1,457,458 shares of Unigene
common stock and (b) warrants, expiring April through June 2004, to purchase an
aggregate of 58,298 shares of Unigene common stock at exercise prices ranging
from $.78 to $1.15 per share. All of such shares and warrants were issued by
Unigene to The Tail Wind Fund, Ltd. without registration in reliance on an
exemption under Section 3(a)(9) of the Securities Act. No commission or other
remuneration was paid to solicit the conversion.
(2) In July 1999, Unigene issued 95,853 shares of Unigene common
stock as payment of approximately $90,000 in accrued interest on the 5%
Debentures. All of such shares were issued by Unigene to The Tail Wind Fund,
Ltd. without registration in reliance on an exemption under Section 4(2) of the
Securities Act, because the offer and sale was made to a limited number of
investors in a private transaction.
(3) During the quarter ended December 31, 1999, $800,000 of
principal amount of the 5% Debentures were converted into (a) 1,906,565 shares
of Unigene common stock and (b) warrants, expiring in 2004, to purchase an
aggregate of 76,261 shares of Unigene common stock at exercise prices ranging
from $.46 to $.60 per share. All of such shares and warrants were issued by
Unigene to The Tail Wind Fund, Ltd. without registration in reliance on an
exemption under Section 3(a)(9) of the Securities Act. No commission or other
remuneration was paid to solicit the conversion.
(4) In the quarter ended March 31, 2000, Unigene issued for cash
626,036 shares of Unigene common stock to four accredited investors all of whom
were involved in fund raising activities for Unigene upon the exercise of an
equal number of warrants exercisable to purchase one share of Unigene common
stock at exercise prices ranging from $1.38 to $2.43 per share. An additional
103,032 shares of Unigene common stock were issued to The Tail Wind Fund, Ltd.
upon the cashless exercise of a total of 141,123 warrants at exercise prices
ranging from $.46 to $1.52 per share. All of such shares were issued by Unigene
without registration in reliance on an exemption under Section 4(2) of the
Securities Act, because the offer and sale was made to a limited number of
investors in a private transaction.
(5) In the quarter ended June 30, 2000, Unigene issued 56,007 shares
of Unigene common stock to three accredited investors all of whom were involved
in fund raising activities for Unigene upon the cashless exercise of a total of
116,666 warrants at exercise prices ranging from $1.38 to $1.44 per share. All
of such shares were issued by Unigene without registration in reliance on an
exemption under Section 4(2) of the Securities Act, because the offer and sale
was made to a limited number of investors in a private transaction.
(6) In the quarter ended September 30, 2000, Unigene issued 95,685
shares of Unigene common stock to three accredited investors all of whom were
involved in fund raising activities for Unigene upon the cashless exercise of a
total of 195,834 warrants and options at exercise prices ranging from $1.38 to
$1.44 per share. In addition, Unigene issued for cash 224,500 shares of Unigene
common stock to four accredited investors all of whom were involved in fund
raising activities for Unigene upon the exercise of warrants at exercise prices
ranging from $1.38 to $1.50 per share. All of the shares were issued by Unigene
without registration in reliance on an exemption under Section 4(2) of the
Securities Act, because the offer and sale was made to a limited number of
investors in a private transaction.
(7) In the quarter ended December 31, 2000, Unigene issued 8,636
shares of Unigene common stock to one accredited investor who was involved in
fund raising activities for Unigene upon the cashless exercise of a total of
22,000 warrants at an exercise price of $2.00 per share. All of the shares were
issued by Unigene without registration in reliance on an exemption under Section
4(2) of the Securities Act, because the offer and sale was made to a limited
number of investors in a private transaction.
(8) In the quarter ended March 31, 2001, Unigene issued to Fusion
2,000,000 shares of Unigene common stock and a warrant to purchase 1,000,000
shares of Unigene common stock. These securities were issued by Unigene without
registration in reliance on an exemption under Section 4(2) of the Securities
Act, because the offer and sale was made to a limited number of investors in a
private transaction.
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(9) In the quarter ended June 30, 2001, Unigene sold 1,041,500
shares of common stock to Fusion Capital Fund II, LLC for gross proceeds of
$455,290. All of such shares were issued by the Company without registration in
reliance on an exemption under Section 4(2) of the Securities Act of 1933,
because the offer and sale was made to a limited number of investors in a
private transaction.
(10) In the quarter ended September 30, 2001, Unigene sold 1,437,492
shares of common stock to Fusion Capital Fund II, LLC for gross proceeds of
$476,076. All of such shares were issued by the Company without registration in
reliance on an exemption under Section 4(2) of the Securities Act of 1933,
because the offer and sale was made to a limited number of investors in a
private transaction.
(11) In the quarter ended December 31, 2001, Unigene sold 2,533,493
shares of common stock to Fusion Capital Fund II, LLC for gross proceeds of
$949,434. All of such shares were issued by the Company without registration in
reliance on an exemption under Section 4(2) of the Securities Act of 1933,
because the offer and sale was made to a limited number of investors in a
private transaction.
(12) In the quarter ended March 31, 2002, Unigene sold 2,384,000
shares of common stock to Fusion Capital Fund II, LLC for gross proceeds of
$1,214,930. All of such shares were issued by the Company without registration
in reliance on an exemption under Section 4(2) of the Securities Act of 1933,
because the offer and sale was made to a limited number of investors in a
private transaction.
(13) In the quarter ended March 31, 2002, Unigene sold 300,000 shares
of common stock to Rutgers University in exchange for cancellation of the
indebtedness in the amount of $225,000. All of such shares were issued by the
Company without registration in reliance on an exemption under Section 4(2) of
the Securities Act of 1933, because the offer and sale was made to a limited
number of investors in a private transaction.
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits:
Exhibit
Number Description
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3.1 Certificate of Incorporation of the Registrant and Amendments
thereto to July 1, 1986 (incorporated by reference to Exhibit 3.1
to the Registrant's Registration Statement No. 33-6877 on Form
S-1, filed July 1, 1986).
3.1.1 Amendments to Certificate of Incorporation filed July 29, 1986
and May 22, 1987 (incorporated by reference to Exhibit 3.1.1 to
the Registrant's Registration Statement No. 33-6877 on Form S-1,
filed July 1, 1986).
3.1.2 Amendment to Certificate of Incorporation filed August 22, 1997
(incorporated by reference to Exhibit 3.1.2 of the Registrant's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1997).
3.1.3 Amendment to Certificate of Incorporation filed July 18, 2001
(incorporated by reference to Exhibit 3.1.3 of Post-Effective
Amendment No. 2 to Registrant's Registration Statement No.
333-04557 on Form S-1, filed December 12, 2001).
3.2 By-Laws of the Registrant (incorporated by reference to Exhibit
3.2 of the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1993).
4.2 Specimen Certificate for Common Stock, par value $.01 per share
(incorporated by reference to Exhibit 3.1.1 to the Registrant's
Registration Statement No. 33-6877 on Form S-1, filed July 1,
1986).
5.1 Opinion of Dechert as to the legality of 2,700,000 of the shares
of Unigene common stock being registered. *
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10.1 Lease agreement between the Registrant and Fulton Street
Associates, dated May 20, 1993 (incorporated by reference to Exhibit
10.1 of the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1992 (File No. 0-16005)).
10.2 1994 Employee Stock Option Plan (incorporated by reference to the
Registrant's Definitive Proxy Statement dated April 28, 1994, which
is set forth as Appendix A to Exhibit 28 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1993(File No.
0-16005)).
10.3 Directors Stock Option Plan (incorporated by reference to Exhibit
10.4 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999 (File No. 0-16005)).
10.4 Mortgage and Security Agreement between the Registrant and Jean
Levy dated February 10, 1995 (incorporated by reference to Exhibit
10.4 of the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1994).
10.5 Loan and Security Agreement between the Registrant and Jay Levy,
Warren P. Levy and Ronald S. Levy dated March 2, 1995 (incorporated
by reference to Exhibit 10.5 of the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1994).
10.6 Employment Agreement between the Registrant and Warren P. Levy,
dated January 1, 2000 (incorporated by reference to Exhibit 10.6 of
the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999).
10.7 Employment Agreement between the Registrant and Ronald S. Levy,
dated January 1, 2000 (incorporated by reference to Exhibit 10.7 of
the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999).
10.8 Employment Agreement between the Registrant and Jay Levy, dated
January 1, 2000 (incorporated by reference to Exhibit 10.8 of the
Registrant's Annual Report on Form 10-K for the year ended December
31, 1999).
10.9 Split Dollar Agreement dated September 30, 1992 between the
Registrant and Warren P. Levy (incorporated by reference to Exhibit
10.9 of the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1992).
10.10 Split Dollar Agreement dated September 30, 1992 between the
Registrant and Ronald S. Levy (incorporated by reference to Exhibit
10.10 of the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1992).
10.12 Amendment to Loan Agreement and Security Agreement between the
Registrant and Jay Levy, Warren P. Levy and Ronald S. Levy dated
March 20, 1995 (incorporated by reference to Exhibit 10.12 of the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994).
10.14 Amendment to Loan and Security Agreement between the
Registrant and Jay Levy, Warren P. Levy and Ronald S. Levy dated
June 29, 1995 (incorporated by reference to Exhibit 10.14 to the
Registrant's Annual Report on Form 10-K for the year ended December
31, 1995).
10.15 Promissory Note between the Registrant and Jay Levy, Warren P.
Levy and Ronald S. Levy dated June 29, 1995 (incorporated by
reference to Exhibit 10.15 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1995).
10.17 License Agreement, dated as of July 15, 1997, between the
Registrant and Warner-Lambert Company (incorporated by reference to
Exhibit 10.1 to the Registrant's Current Report on Form 8-K, dated
July 15, 1997).
II-4
10.19 Purchase Agreement, dated June 29, 1998, between the
Registrant and The Tail Wind Fund, Ltd. (incorporated by
reference to Exhibit 10.1 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1998).
10.20 Registration Rights Agreement, dated June 29, 1998, between the
Registrant and The Tail Wind Fund, Ltd. (incorporated by
reference to Exhibit 10.2 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1998).
10.21 Form of Promissory Note between the Registrant and Jay Levy
(incorporated by reference to Exhibit 10.1 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1999).
10.22 Form of Promissory Note between the Registrant and Warren Levy
and Ronald Levy (incorporated by reference to Exhibit 10.2 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1999).
10.23 Amendment to Loan Agreement and Security Agreement between the
Registrant and Jay Levy, Warren Levy and Ronald Levy dated June
25, 1999 (incorporated by reference to Exhibit 10.3 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1999).
10.24 Amended and Restated Secured Note between the Registrant and Jay
Levy dated July 13, 1999 (incorporated by reference to Exhibit
10.1 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999).
10.25 Amended and Restated Security Agreement between the Registrant
and Jay Levy, Warren P. Levy and Ronald S. Levy dated July 13,
1999 (incorporated by reference to Exhibit 10.2 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999).
10.26 Subordination Agreement between the Registrant and Jay Levy,
Warren P. Levy and Ronald S. Levy dated July 13, 1999
(incorporated by reference to Exhibit 10.3 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1999).
10.27 Mortgage and Security Agreement dated July 13, 1999, between the
Registrant and Jay Levy (incorporated by reference to Exhibit
10.4 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999).
10.28 $70,000 Secured Note between the Registrant and Jay Levy dated
July 30, 1999 (incorporated by reference to Exhibit 10.5 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999).
10.29 $200,000 Secured Note between the Registrant and Jay Levy dated
August 5, 1999 (incorporated by reference to Exhibit 10.6 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999).
10.30 Modification of Mortgage and Security Agreement between the
Registrant and Jay Levy dated August 5, 1999 (incorporated by
reference to Exhibit 10.7 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1999).
10.31 Amendment to Security Agreement and Subordination Agreement
between the Registrant and Jay Levy, Warren Levy and Ronald Levy
dated August 5, 1999 (incorporated by reference to Exhibit 10.8
to the Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999).
10.32 Joint Venture Contract between Shijiazhuang Pharmaceutical Group
Company, Ltd., and Unigene Laboratories, Inc., dated June 15,
2000 (incorporated by reference to Exhibit 10.1 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000, with certain confidential information omitted and
filed separately with the Secretary of the
II-5
Commission).
10.33 Articles of Association of Shijiazhuang-Unigene Pharmaceutical
Corporation Limited, dated June 15, 2000 (incorporated by
reference to Exhibit 10.2 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2000, with certain
confidential information omitted and filed separately with the
Secretary of the Commission).
10.34 2000 Stock Option Plan (incorporated by reference to Attachment A
to the Registrant's Schedule 14A, dated April 28, 2000,
containing the Registrant's Definitive Proxy Statement for its
2000 Annual Meeting of Stockholders (File No. 0-16005)).
10.35 Common Stock Purchase Agreement, dated May 9, 2001, between the
Registrant and Fusion Capital Fund II, LLC (incorporated by
reference to Exhibit 10.35 to the Registrant's Registration
Statement No. 333-60642 on Form S-1, filed May 10, 2001).
10.36 Registration Rights Agreement, dated April 23, 2001, between the
Registrant and Fusion Capital Fund II, LLC (incorporated by
reference to Exhibit 10.36 to the Registrant's Registration
Statement No. 333-60642 on Form S-1, filed May 10, 2001).
10.37 Warrant, dated March 30, 2001, between the Registrant and Fusion
Capital Fund II, LLC (incorporated by reference to Exhibit 10.37
to the Registrant's Registration Statement No. 333-60642 on Form
S-1, filed May 10, 2001).
10.38 Patent Security Agreement dated March 13, 2001 between the
Registrant and Jay Levy (incorporated by reference to Exhibit
10.38 of Amendment No. 2 to Registrant's Registration Statement
No. 333-04557 on Form S-1, filed December 12, 2001).
10.39 First Amendment to Patent Security Agreement dated May 29, 2001
between the Registrant and Jay Levy (incorporated by reference to
Exhibit 10.39 of Amendment No. 2 to Registrant's Registration
Statement No. 333-04557 on Form S-1, filed December 12, 2001).
10.40 Letter Agreement between Fusion Capital Fund II, LLC and Unigene
Laboratories, Inc. dated November 1, 2001 (incorporated by
reference to Exhibit 10.1 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30, 2001).
10.41 Letter Agreement between Fusion Capital Fund II, LLC and Unigene
Laboratories, Inc. dated November 26, 2001 (incorporated by
reference to Exhibit 10.41 of Amendment No. 2 to Registrant's
Registration Statement No. 333-04557 on Form S-1, filed December
12, 2001).
10.42 Settlement Agreement between The Tail Wind Fund, Ltd. and Unigene
Laboratories Inc., dated April 9, 2002 (incorporated by reference
to Exhibit 10.42 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 2001).
10.43 License Agreement, dated as of April 13, 2002, by and between
Unigene Laboratories, Inc. and SmithKline Beecham Corporation
(incorporated by reference to Exhibit 10.1 to the Registrant's
Current Report on Form 8-K, dated April 26, 2002).
23.1 Consent of KPMG LLP.**
23.2 Consent of Dechert (included in opinion filed as Exhibit 5.1).*
24.1 Powers of Attorney of Directors of Unigene Laboratories, Inc.**
- --------------------------------
* Filed herewith.
** Previously filed.
(b) Financial Statement Schedules
No financial statement schedules are required.
II-6
Item 17. 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 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% change in the maximum aggregate
offering 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."
(2) 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.
(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 offering.
(b) 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 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 of 1933, as amended,
the Registrant has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Fairfield, New Jersey, on this 6th day of May, 2002.
UNIGENE LABORATORIES, INC.
By: /s/ Warren P. Levy
-------------------------------
Warren P. Levy
President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 to the Registration Statement has been signed on this 6th
day of May, 2002, by the persons and in the capacities indicated below.
Signature Title
- --------------------------------------- ---------------------------------------------------------
/s/ Warren P. Levy President and Chief Executive
- --------------------------------------- Officer (principal executive officer) and Director
Warren P. Levy
/s/ Jay Levy Treasurer, Chief Financial Officer, Chief Accounting
- --------------------------------------- Officer (principal financial and accounting officer) and
Jay Levy Director
/s/ Ronald S. Levy Director
- ---------------------------------------
Ronald S. Levy
* Director
- ---------------------------------------
Allen Bloom
* Director
- ---------------------------------------
Bruce S. Morra
* Director
- ---------------------------------------
J. Thomas August
/s/ Warren P. Levy
- -------------------------------------
Warren P. Levy
* Attorney-in-Fact
EXHIBIT INDEX
Exhibit Number Description
- ------------------- --------------------------------------------------------
5.1 Opinion of Dechert
23.2 Consent of Dechert (included in opinion filed as Exhibit
5.1).