As filed with the Securities and Exchange Commission on May 12, 1999
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
PEPTIDE THERAPEUTICS GROUP PLC
(Exact name of registrant as specified in its charter)
ENGLAND AND WALES N/A
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation)
Peterhouse Technology Park, 100 Fulbourn Road, Cambridge,
United Kingdom, CB1 9PT
(Address of Principal Executive Offices)
OPTIONS ASSUMED BY PEPTIDE THERAPEUTICS GROUP PLC
IN CONNECTION WITH THE ACQUISITION OF ORAVAX, INC.
ORIGINALLY GRANTED UNDER THE
ORAVAX, INC. 1990 STOCK OPTION PLAN
AND 1995 STOCK OPTION PLAN
(Full title of the plan)
DR. JOHN BROWN
Chief Executive
Peptide Therapeutics Group plc
Peterhouse Technology Park,
100 Fulbourn Road
Cambridge, CB1 9PT, England
011-44-1223-275-300
(Name, address and telephone number of agent for service)
with copies to:
MICHAEL LYTTON, ESQ.
Palmer & Dodge LLP
One Beacon Street
Boston, Massachusetts 02108
(617) 573-0303
CALCULATION OF REGISTRATION FEE
- ----------------------------------- ------------------ ------------------ ------------------- ------------------
Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered Offering Price Per Aggregate Offering Registration Fee
Share (2) Price (2)
- ----------------------------------- ------------------ ------------------ ------------------- ------------------
Ordinary shares, nominal value
10 pence each 618,797 shares (1) $5.483 $3,392,864 $943
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(1) Such shares represent options assumed by the Registrant pursuant to a
Restated Agreement and Plan of Acquisition dated as of November 10,
1998, as amended, by and among Registrant, Peach Acquisition Corp.
and OraVax, Inc.
(2) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933, as
amended, and based on the weighted average exercise price of the
outstanding options.
INTRODUCTORY STATEMENT
This Registration Statement on Form S-8 is being filed to register
618,797 ordinary shares, nominal value 10 pence per share ("Peptide Ordinary
Shares"), of Peptide Therapeutics Group plc (the "Registrant"), a corporation
organized under the laws of England and Wales, issuable upon the exercise of
options assumed by the Registrant in connection with its acquisition of
OraVax, Inc., ("OraVax") a Delaware corporation, effective as of May, 11,
1999. These options were originally granted to employees and directors under
the 1990 Stock Option Plan and 1995 Stock Option Plan of OraVax.
Pursuant to the Restated Agreement and Plan of Acquisition dated as
of November 20, 1998, as amended, by and among the Registrant, OraVax and
Peach Acquisition Corp., a wholly owned subsidiary of the Registrant ("Merger
Sub"), Merger Sub merged with and into OraVax whereupon OraVax became a
wholly-owned subsidiary of the Registrant. Under the terms of the Merger
Agreement, each outstanding share of common stock of OraVax was converted
into 0.50913 (the "Exchange Ratio") Peptide Ordinary Shares. In addition,
each outstanding option to purchase OraVax Common Stock ("OraVax Option") is
exercisable upon the same terms and conditions as under such OraVax Option
(including term, exercisability and vesting schedule) for the number of
Peptide Ordinary Shares equal to the number of shares of OraVax Common Stock
that could have been purchased under the OraVax Option multiplied by the
Exchange Ratio, at a price per share of Common Stock equal to the OraVax
Option exercise price divided by the Exchange Ratio.
PART I.
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The information to be provided to employees pursuant to this Item is
included in documents sent or given to the former employees of OraVax pursuant
to Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities
Act"). In accordance with the Note to Part I of Form S-8, such documents are not
filed with the Securities and Exchange Commission (the "Commission") either as
part of this Registration Statement or as a prospectus or prospectus supplement
pursuant to Rule 424 in reliance on Rule 428.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The written statement required to be provided to employees pursuant to
this Item is set forth in the Prospectus referenced in Item 1 above.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission by the
Registrant, are incorporated herein by reference and shall be deemed to be a
part hereof:
(a) Prospectus, dated April 12, 1999, contained in the Registration
Statement on Form F-4 of Peptide Therapeutics Group plc (Commission File No.
333-72077);
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(b) All reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 1998;
(c) The description of the Registrant's Ordinary Shares, nominal value
10 pence per share, contained in the Registration Statement on Form F-4 of
Peptide Therapeutics Group plc (Commission File No. 333-72077), including any
amendment or report filed for the purpose of updating such description.
All documents filed after the date of this registration statement by
the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act and prior to the filing of a post-effective amendment that indicates that
all shares of Common Stock offered hereunder have been sold or which deregisters
all shares of Common Stock remaining unsold shall be deemed to be incorporated
by reference herein and to be a part hereof from the date of the filing of such
reports and 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 other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any 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
Article 155 of the Registrant's Articles of Association provides:
"Subject to the provisions of the Companies Acts but without prejudice to any
indemnity to which he may otherwise be entitled, every director, alternate
director, secretary, auditor or other officer of the Company shall be
indemnified out of the assets of the Company against all costs, charges,
expenses, losses, damages and liabilities incurred by him in or about the
execution of his duties or the exercise of his powers or otherwise in relation
thereto including (without prejudice to the generality of the foregoing) any
liability incurred by him in defending any proceedings, whether criminal or
civil, which relate to anything done or omitted or alleged to have been done or
omitted by him as an officer or employee of the Company in which judgment is
given in his favor or in which he is acquitted, or which are otherwise disposed
of without any finding or admission of material breach of duty on his part or in
connection with any application in which relief is granted to him by the court
from liability for negligence, default, breach of duty or breach of trust in
relation to the affairs of the Company." Pursuant to the provisions of Section
310(3) of the Companies Act 1985 (as amended by the Companies Act 1989) the
Company may purchase and maintain insurance to indemnify any director, officer,
manager or auditor of the Company, or any company which is a member of the
Group. Section 310 of the Companies Act 1985 (as amended by Section 137 of the
Companies Act 1989) provides as follows:
"310. Provisions exempting officers and auditors from liability
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(1) This section applies to any provision, whether contained in a
company's articles or in any contract with the company or otherwise,
for exempting any officer of the company or any person (whether an
officer or not) employed by the company as auditor from, or
indemnifying him against, any liability which by virtue of any rule of
law would otherwise attach to him in respect of any negligence,
default, breach of duty or breach of trust of which he may be guilty in
relation to the company.
(2) Except as provided by the following subsection, any such provision
is void.
(3) This section does not prevent a company
(a) from purchasing and maintaining for any such officer or
auditor insurance against any such liability; or
(b) from indemnifying any such officer or auditor against any
liability incurred by him;
(i) in defending any proceedings (whether civil or criminal)
in which judgment is given in his favor or he is acquitted,
or
(ii) in connection with any application under Section 144(3)
or (4) (acquisition of shares by innocent nominee) or Section
727 (general power to grant relief in case of honest and
reasonable conduct) in which relief is granted to him by the
court."
Section 727 of the Companies Act 1985 provides as follows:
"727. Power of court to grant relief in certain cases
(1) "If in any proceedings for negligence, default, breach of duty or
breach of trust against an officer of a company or a person employed by
a company as auditor (whether he is or is not an officer of the
company) it appears to the court hearing the case that that officer or
person is or may be liable in respect of the negligence, default,
breach of duty or breach of trust, but that he has acted honestly and
reasonably, and that having regard to all the circumstances of the case
(including those connected with his appointment) he ought fairly to be
excused for the negligence, default, breach of duty or breach of trust,
that court may relieve him, either wholly or partly, from his liability
in such terms as it thinks fit.
(2) If any such officer or person as above-mentioned has reason to
apprehend that any claim will or might be made against him in respect
of any negligence, default, breach of duty or breach of trust, he may
apply to the court for relief; and the court on the application has the
same power to relieve him as under this section it would have had if it
had been a court before which proceedings against that person for
negligence, default, breach of duty or breach of trust had been
brought.
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(3) Where a case to which subsection (1) applies is being tried by a judge
with a jury, the judge, after hearing the evidence, may, if he is
satisfied that the defendant or defender ought in pursuance of that
subsection to be relieved either in whole or in part from the liability
sought to be enforced against him, withdraw the case in whole or in
part from the jury and forthwith direct judgment to be entered for the
defendant or defender on such terms as to costs or otherwise as the
judge may think proper."
These indemnification provisions may be sufficiently broad to permit
indemnification of the Company's executive officers and directors for
liabilities arising under the Securities Act.
The Registrant, with approval of the Registrant's Board of Directors,
maintains director and officer liability insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index immediately following signature pages.
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 Securities Act.
(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 percent
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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 of 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
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(2) That, for the purpose of determining any liability under the
Securities 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.
(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.
(4) If the Registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any financial
statements required by Rule 3-19 of this chapter at the start of any delayed
offering or throughout a continuous offering. Financial statements and
information otherwise required by Section 10(a)(3) of the Securities Act need
not be furnished, PROVIDED, that the Registrant includes in the prospectus, by
means of a post-effective amendment, financial statements required pursuant to
this paragraph (a)(4) and other information necessary to ensure that all other
information in the prospectus is at least as current as the date of those
financial statements. Notwithstanding the foregoing, with respect to
registration statements on Form F-3, a post-effective amendment need not be
filed to include financial statements and information required by Section
10(a)(3) of the Securities Act or Rule 3-19 of this chapter if such financial
statements and information are contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the Form F-3.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of any employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in 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
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions referred to in Item 6 hereof, or
otherwise, the Registrant has been advised that in the opinion of the 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, 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 Cambridge, England, on May 11, 1999.
PEPTIDE THERAPEUTICS GROUP PLC
By: /s/ Gordon Cameron
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Gordon B. Cameron
Finance Director
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints John R. Brown, Gordon B. Cameron and Alan
Dalby, and each of them, his true and lawful attorneys-in-fact and agents with
full power of substitution, for him and in his 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 the same, with all
exhibits thereto and all 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 and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or his or
their substitute or substitutes, may lawfully do or cause to be done or by
virtue hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
/s/ John R. Brown Chief Executive May 11, 1999
- ----------------------- (Principal Executive Officer)
John R. Brown
/s/ Gordon B. Cameron Finance Director May 11, 1999
- ----------------------- (Principal Financial and
Gordon B. Cameron Principal Accounting Officer)
/s/ Alan G. Goodman Non-Executive Chairman May 11, 1999
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Alan G. Goodman
/s/ Nicolas Higgins Commercial Director May 11, 1999
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Nicolas Higgins
/s/ Alan Dalby Non-Executive Director May 11, 1999
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Alan Dalby
/s/ Sir Brian Richards Non-Executive Director May 11, 1999
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Sir Brian Richards
/s/ Alan Smith Non-Executive Director May 11, 1999
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Alan Smith
/s/ Alan Dalby Authorized U.S. Representative May 11, 1999
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Alan Dalby
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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4.1 Memorandum and Articles of Association of Peptide Therapeutics
Group plc. (1)
5.1 Opinion of Weil, Gotshal & Manges as to the legality of the
shares being registered, filed herewith.
23.1 Consent of Arthur Andersen, independent chartered accountants,
filed herewith.
23.2 Consent of PricewaterhouseCoopers LLP, independent accountants,
filed herewith.
23.3 Consent of Weil, Gotshal & Manges. Included in the opinion filed as
Exhibit 5.1 hereto.
24.1 Power of Attorney. Included on the signature page to this
Registration Statement.
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(1) Filed as an exhibit to the Registrant's Registration Statement on Form
F-4 (File No. 333-72077) on February 10, 1999 and incorporated herein
by reference.
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