As filed with the Securities and Exchange Commission on August 4, 2005
Registration Statement No. 333-___
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GENE LOGIC INC.
(Exact name of registrant as specified in its charter)
Delaware 06-1411336
(State of Incorporation) (I.R.S. Employer Identification No.)
610 Professional Drive
Gaithersburg, Maryland 20879
(Address of principal executive offices, including zip code)
1997 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(Full title of the plan)
F. Dudley Staples, Jr., Esq.
Gene Logic Inc.
610 Professional Drive
Gaithersburg, Maryland 20879
(Name and Address of Agent for Service)
(301) 987-1700
(Telephone Number, including area code, of Agent for Service)
Copies to:
Ariel Vannier, Esq.
Venable LLP
575 7th Street N.W.
Washington, DC 20004
CALCULATION OF REGISTRATION FEE
Proposed maximum
Proposed maximum aggregate offering Amount of
Title of securities to be Amount to be offering price per price registration
registered registered (1) share (2) fee
----------------------------------- -------------------- ------------------------ ---------------------- ---------------
Common Stock, $.01 par value 325,000 $4.795 $1,558,375 $184.00
(1) Includes 325,000 shares issuable under the Amended and Restated
1997 Non-Employee Directors' Stock Option Plan (the "Plan") of Gene
Logic Inc. (the "Company" or the "Registrant"). Pursuant to Rule 416(a)
of the Securities Act of 1933, as amended (the "Securities Act"), this
Registration Statement shall also cover any additional shares of the
Registrant's Common Stock that become issuable under the Plan by reason
of any stock dividend, stock split, recapitalization or other similar
transaction effected without receipt of consideration that increases
the number of the Registrant's outstanding shares of Common Stock.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rules 457(c) and (h) of the Securities
Act. The price per share and aggregate offering price are based upon
the average of the high and low prices of Registrant's Common Stock on
July 28, 2005 as reported on the Nasdaq National Market.
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INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENTS ON FORM S-8
NOS. 333-53083, 333-80931 AND 333-92080
The contents of Registration Statements on Form S-8 Nos. 333-53083,
333-80931 and 333-92080 filed with the Securities and Exchange Commission (the
"SEC") on May 20, 1998, June 17, 1999 and July 8, 2002, respectively, are
incorporated by reference herein.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit No. Description of Exhibit
----------------------- -------------------------------------------
5.1 Opinion of Venable LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Venable LLP (included in Exhibit 5.1).
24 Power of Attorney (contained on the signature
pages herein).
10.6 1997 Non-Employee Directors' Stock Option Plan, as
amended and restated.*
- ----------------
* Incorporated by reference to the Registrant's Current Report on Form 8-K filed
with the SEC on June 6, 2005.
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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 Gaithersburg, State of Maryland, on August 3, 2005.
GENE LOGIC INC.
By: /s/ Philip L. Rohrer, Jr.
___________________________
Philip L. Rohrer, Jr.
Chief Financial Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Philip L. Rohrer, Jr. and Mark D. Gessler, and
each or any one of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, 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 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 he 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 substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
/s/ MARK D. GESSLER Chief Executive Officer and President August 3, 2005
--------------------------------------------------- (Principal Executive Officer)
Mark D. Gessler
/s/ PHILIP L. ROHRER, JR. Chief Financial Officer (Principal August 3, 2005
--------------------------------------------------- Financial and Accounting Officer)
Philip L. Rohrer, Jr.
/s/ J. STARK THOMPSON Chairman of the Board August 3, 2005
---------------------------------------------------
J. Stark Thompson, Ph.D.
/s/ MICHAEL J. BRENNAN Director August 3, 2005
---------------------------------------------------
Michael J. Brennan, M.D., Ph.D.
/s/ JULES BLAKE Director August 3, 2005
---------------------------------------------------
Jules Blake, Ph.D.
/s/ CHARLES L. DIMMLER, III Director August 3, 2005
---------------------------------------------------
Charles L. Dimmler, III
/s/ FRANK L. DOUGLAS Director August 3, 2005
---------------------------------------------------
Frank L. Douglas, M.D., Ph.D.
/s/ G. ANTHONY GORRY Director August 3, 2005
---------------------------------------------------
G. Anthony Gorry, Ph.D.
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
- ----------------------- -------------------------------------------
5.1 Opinion of Venable LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Venable LLP (included in Exhibit 5.1).
24 Power of Attorney (contained on the signature pages
herein).
10.6 1997 Non-Employee Directors' Stock Option Plan, as
amended and restated.*
* Incorporated by reference to the Registrant's Current Report on Form 8-K filed
with the SEC on June 6, 2005.
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