As filed with the Securities and Exchange Commission on July 13, 1998.
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Endogen, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Massachusetts 04-2789249
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
30 Commerce Way
Woburn, Massachusetts 01801-1059
(Address of Principal Executive Offices) (Zip Code)
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1992 Stock Plan
(Full Title of the Plan)
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Owen A. Dempsey
Chief Executive Officer
Endogen, Inc.
30 Commerce Way
Woburn, Massachusetts 01801-1059
(781) 937-0890
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
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Copy to:
William J. Schnoor, Jr., Esq.
Testa, Hurwitz & Thibeault, LLP
125 High Street
Boston, MA 02110
(617) 248-7000
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title Of Securities Amount To Be Offering Price Per Aggregate Offering Amount Of
To Be Registered Registered Share Price Registration Fee
- -----------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 20,226(1) $4.38(1) $ 88,589.88(1) $ 26.14
Common Stock, par value $.01 7,500(2) $4.00(2) $ 30,000.00(2) $ 8.85
Common Stock, par value $.01 89,750(3) $3.81(3) $341,947.50(3) $100.88
Common Stock, par value $.01 114,025(4) $3.69(4) $420,752.25(4) $124.13
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TOTAL: 231,501 $881,289.63 $260.00
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(1) All such shares are issuable upon exercise of outstanding options to
purchase an aggregate of 20,226 shares at an exercise price of $4.38 per share.
Pursuant to Regulation C, Rule 457(h)(1) under the Securities Act of 1933, as
amended, the aggregate offering price and fee have been computed upon the basis
of the price at which the options may be exercised.
(2) All such shares are issuable upon exercise of outstanding options to
purchase an aggregate of 7,500 shares at an exercise price of $4.00 per share.
Pursuant to Regulation C, Rule 457(h)(1) under the Securities Act of 1933, as
amended, the aggregate offering price and fee have been computed upon the basis
of the price at which the options may be exercised.
(3) All such shares are issuable upon exercise of outstanding options to
purchase an aggregate of 89,750 shares at an exercise price of $3.81 per share.
Pursuant to Regulation C, Rule 457(h)(1) under the Securities Act of 1933, as
amended, the aggregate offering price and fee have been computed upon the basis
of the price at which the options may be exercised.
(4) Pursuant to Regulation C, Rule 457(h)(1) under the Securities Act of 1933,
as amended, the price of $3.69 per share, which is the average of the high and
low prices of the Common Stock as reported on the Nasdaq SmallCap Market on July
9, 1998, is set forth solely for purposes of calculating the filing fee.
This Registration Statement registers additional securities of the same
class as other securities for which Registration Statement No. 33-64440 on Form
S-8 as filed with the Securities and Exchange Commission (the "SEC") on June 15,
1993 and Registration Statement No. 33-77576 on Form S-8 as filed with the SEC
on April 11, 1994, relating to the Endogen, Inc. 1992 Stock Plan are effective.
Pursuant to General Instruction E, the contents of the above-listed Registration
Statements are hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
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Exhibit No. Description of Exhibits
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4.1 1992 Stock Plan of the Registrant, as amended
November 6, 1997
4.2 Form of Non-Qualified Stock Option Agreement under
the 1992 Stock Plan of the Registrant
4.3 Form of Incentive Stock Option Agreement under the
1992 Stock Plan of the Registrant
4.4 By-Laws, as amended on September 5, 1997 (filed as
Exhibit 3.1 to the Company's Quarterly Report on
Form 10-QSB for the quarter ended August 31, 1997
and incorporated herein by reference)
4.5 Restated Articles of Organization, as amended (filed
as Exhibit 3.1 to the Company's Quarterly Report on
Form 10-QSB for the quarter ended November 30, 1996
and incorporated herein by reference)
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Testa, Hurwitz & Thibeault, LLP (included
in Exhibit 5.1)
24.1 Power of Attorney (contained in Page 2 of this
Registration Statement)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Woburn, Commonwealth of Massachusetts, on June 30,
1998.
ENDOGEN, INC.
/s/ Owen A. Dempsey
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Owen A. Dempsey
Director and Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Endogen, Inc., hereby
severally constitute and appoint Owen A. Dempsey and Avery W. Catlin, and each
of them singly, our true and lawful attorneys, with full power to them and each
of them singly, to sign for us in our names in the capacities indicated below,
all pre-effective and post-effective amendments to this registration statement,
and generally to do all things in our names and on our behalf in such capacities
to enable Endogen, Inc. to comply with the provisions of the Securities Act of
1933, as amended, and all requirements of the Securities and Exchange
Commission.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Owen A. Dempsey Director and Chief Executive Officer (Principal June 30, 1998
- ------------------------------------ Executive Officer)
Owen A. Dempsey
/s/ Avery W. Catlin Vice President, Finance, Chief Financial Officer, June 30, 1998
- ------------------------------------ Treasurer and Clerk (Principal Financial and
Avery W. Catlin Accounting Officer)
/s/ Wallace G. Dempsey Director June 30, 1998
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Wallace G. Dempsey
/s/ Hayden H. Harris Director June 30, 1998
- ------------------------------------
Hayden H. Harris
/s/ Wolfgang Woloszcuzuk Director June 30, 1998
- ------------------------------------
Wolfgang Woloszczuk
/s/ Irwin Gruverman Director June 30, 1998
- ------------------------------------
Irwin Gruverman
EXHIBIT INDEX
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Exhibit No. Description of Exhibit
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4.1 1992 Stock Plan of the Registrant, as amended November 6,
1997
4.2 Form of Non-Qualified Stock Option Agreement under the 1992
Stock Plan of the Registrant
4.3 Form of Incentive Stock Option Agreement under the 1992 Stock
Plan of the Registrant
4.4 By-Laws, as amended on September 5, 1997 (filed as Exhibit
3.1 to the Company's Quarterly Report on Form 10-QSB for the
quarter ended August 31, 1997 and incorporated herein by
reference)
4.5 Restated Articles of Organization, as amended (filed as
Exhibit 3.1 to the Company's Quarterly Report on Form 10-QSB
for the quarter ended November 30, 1996 and incorporated
herein by reference)
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Testa, Hurwitz & Thibeault, LLP (included in
Exhibit 5.1)
24.1 Power of Attorney (contained in Page 2 of this Registration
Statement)