As filed with the Securities and Exchange Commission on May 25, 2001
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
______________________
TARGETED GENETICS CORPORATION
(Exact name of Registrant as specified in its charter)
Washington 91-1549568
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
1100 Olive Way, Suite 100
Seattle, Washington 98101
(Address of principal executive offices, including zip code)
TARGETED GENETICS CORPORATION
1999 STOCK OPTION PLAN
(Full title of the plan)
H. STEWART PARKER
President and Chief Executive Officer
Targeted Genetics Corporation
1100 Olive Way, Suite 100
Seattle, Washington 98101
(206) 623-7612
(Name, address and telephone number, including area code, of agent for service)
______________________
Copy to:
STEPHEN M. GRAHAM
ANN L. McGUIRE
Orrick, Herrington & Sutcliffe LLP
719 Second Avenue, Suite 900
Seattle, Washington 98104
______________________
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Number to Be Offering Price Per Aggregate Offering Amount of
to Be Registered Registered(1) Share(2) Price(2) Registration Fee
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Common Stock, $.01 par value per share, 2,000,000 $5.43 $10,860,000 $2,715
authorized but unissued under the 1999 Stock
Option Plan
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(1) This registration statement shall also cover any additional shares of
common stock that may become issuable under the 1999 Stock Option Plan
being registered hereby as a result of any future stock split, stock
dividend, recapitalization or similar adjustment effected without the
receipt of consideration that results in an increase in the number of
outstanding shares of the registrant's common stock.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended. The
price per share is estimated to be $5.43, based on the average of the high
and low prices of the registrant's common stock on May 23, 2001, as
reported on the Nasdaq National Market.
REGISTRATION OF ADDITIONAL SECURITIES
This registration statement on Form S-8 is being filed by Targeted Genetics
Corporation for the purpose of registering an additional 2,000,000 shares of
common stock, par value $0.01, to be issued pursuant to the Targeted Genetics
Corporation 1999 Stock Option Plan, as restated January 23, 2001. The contents
of the Targeted Genetics' registration statement on Form S-8 (No. 333-78523)
relating to the 1999 Stock Option Plan, filed on May 14, 1999, are incorporated
by reference into this registration statement in accordance with General
Instruction E to Form S-8.
Item 8. EXHIBITS
Exhibit
Number Description
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5.1 Opinion of Orrick, Herrington & Sutcliffe LLP regarding the
legality of the common stock being registered
10.1 Targeted Genetics Corporation 1999 Stock Option Plan, as restated
January 23, 2001 (incorporated by reference to Exhibit 10.2 to
the registrant's quarterly report on Form 10-Q for the period
ended March 31, 2001, filed on May 11, 2001)
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of Orrick, Herrington & Sutcliffe LLP (included in
Exhibit 5.1)
24.1 Power of Attorney (included in signature page)
II-1
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 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 Seattle, State of Washington, on this 23rd day of
May, 2001.
TARGETED GENETICS CORPORATION
/s/ H. Stewart Parker
_____________________________________________
By: H. Stewart Parker
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints H.
Stewart Parker and David J. Poston, or either of them, as attorneys-in-fact with
full power of substitution, to execute in the name and on the behalf of each
person, individually and in each capacity stated below, and to file, any and all
amendments to this Registration Statement, including any and all post-effective
amendments.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below on this 23rd day of May, 2001.
Signature Title
--------- -----
/s/ H. Stewart Parker
________________________________________ President, Chief Executive Officer
H. Stewart Parker (Principal Executive Officer) and
Director
/s/ David J. Poston
________________________________________ Senior Director of Finance, Assistant
David J. Poston Secretary (Interim Principal
Financial and Accounting Officer)
/s/ Jeremy L. Curnock Cook
________________________________________ Chairman of the Board and Director
Jeremy L. Curnock Cook
/s/ Jack L. Bowman
________________________________________ Director
Jack L. Bowman
/s/ Joseph M. Davie
________________________________________ Director
Joseph M. Davie
/s/ James D. Grant
________________________________________ Director
James D. Grant
/s/ Louis P. Lacasse
________________________________________ Director
Louis P. Lacasse
________________________________________ Director
Nelson L. Levy, Ph.D., M.D.
/s/ Mark P. Richmond
________________________________________ Director
Mark P. Richmond, Ph.D.
II-2
INDEX TO EXHIBITS
Exhibit
Number Description
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5.1 Opinion of Orrick, Herrington & Sutcliffe LLP regarding the
legality of the common stock being registered
10.1 Targeted Genetics Corporation 1999 Stock Option Plan, as
restated January 23, 2001 (incorporated by reference to Exhibit
10.2 to the registrant's quarterly report on Form 10-Q for the
period ended March 31, 2001, filed on May 11, 2001)
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of Orrick, Herrington & Sutcliffe LLP (included in
Exhibit 5.1)
24.1 Power of Attorney (included in signature page)