As filed with the Securities and Exchange Commission on January 11, 2002
Registration No. 333-_______________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IGEN INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-2852543
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
16020 INDUSTRIAL DRIVE
GAITHERSBURG, MARYLAND 20877
(Address of Principal Executive Offices, including Zip Code)
2001 BROAD BASED OPTION PLAN
(Full title of the plan)
SAMUEL J. WOHLSTADTER
CHIEF EXECUTIVE OFFICER
16020 INDUSTRIAL DRIVE
GAITHERSBURG, MARYLAND 20877
(Name and address of agent for service)
(301) 869-9800
(Telephone number, including area code, of agent for service)
---------------
With a copy to:
R. SCOTT KILGORE, ESQ.
WILMER, CUTLER & PICKERING
1600 TYSONS BOULEVARD
TYSONS CORNER, VA 22102
(703) 251-9700
CALCULATION OF REGISTRATION FEE
-------------------------------------------- ----------------- ----------------- ----------------- -----------------
Proposed Proposed
Title of each maximum maximum
class of securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share (1) price fee
-------------------------------------------- ----------------- ----------------- ----------------- -----------------
-------------------------------------------- ----------------- ----------------- ----------------- -----------------
Common Stock, par value $0.001 per share 250,000 $39.23 $9,806,250 $2,343.69
(including Series A Preferred Share
Purchase Rights)(2)
-------------------------------------------- ----------------- ----------------- ----------------- -----------------
(1) 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 and aggregate offering price are based upon the
average of the high and low prices per share of IGEN Common Stock, par
value $0.001 per share, as reported on The Nasdaq National Market on
January 9, 2002, for shares reserved for future issuances pursuant to
the 2001 Broad Based Option Plan.
(2) IGEN Common Stock includes associated rights to purchase shares of IGEN
Series A Preferred Stock, par value $0.001 per share. Until the
occurrence of certain prescribed events, none of which has occurred,
the Rights are not exercisable, are evidenced by the certificates
representing IGEN Common Stock and will be transferred along with and
only with the IGEN Common Stock. The value attributable to such Rights,
if any, is reflected in the market price of IGEN Common Stock.
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: The document(s) containing the information required by Item 1 of
Form S-8 and the statement of availability of registrant information and any
other information required by Item 2 of Form S-8 will be sent or given to
participants as specified by Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act"). In accordance with Rule 428 and the requirements
of Part I of the Form S-8, such documents are not being filed with the SEC
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act. IGEN International,
Inc. (the "Registrant" or the "Company") will maintain a file of such documents
in accordance with the provisions of Rule 428. Upon request, the Registrant
shall furnish the SEC or its staff a copy or copies of all of the documents
included in such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company hereby incorporates by reference the documents listed in
(a) through (c) below. In addition, all documents subsequently filed by the
Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (prior to filing of a
Post-Effective Amendment that indicates that all securities offered have been
sold or that deregisters all securities then remaining unsold) shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
(a) The Company's latest annual report on Form 10-K filed on June 29,
2001 with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act
that contains audited financial statements for the Company's latest fiscal year
for which such statements have been filed;
(b) The Company's quarterly reports on Form 10-Q filed on August 9,
2001 and November 14, 2001 with the Commission pursuant to Section 13(a) or
15(d) of the Exchange Act, that contains unaudited financial statements for the
quarter ended June 30, 2001 and September 30, 2001, respectively;
(c) The Company's proxy statement filed on July 30, 2001, as amended on
September 5, 2001 with the Commission pursuant to Section 14 of the Exchange
Act;
(d) The description of the Company's Common Stock that is contained in
the Form 8-A Registration Statement filed by the Company with the Commission on
January 21, 1994, as amended through the date hereof.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Common Stock that may be issued under
options granted under the 2001 Broad Based Option Plan is being passed upon for
the Company by Wilmer, Cutler and Pickering, Washington, D.C. Richard Cass, a
partner of Wilmer, Cutler & Pickering, is a director of the Company and holds
options to purchase 20,000 shares of our Common Stock that were granted to Mr.
Cass under the Company's 1994 Non-Employee Directors' Stock Option Plan. Mr.
Cass is not eligible to receive options under the 2001 Broad Based Option Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Section 145 of the General Corporate Law of the State of
Delaware, IGEN International has broad powers to indemnify its directors and
officers against liabilities they may incur in such capacities, including
liabilities under the Securities Act of 1933, as amended (the "Securities Act").
IGEN's certificate of incorporation provides that the liability of its
directors for monetary damages shall be eliminated to the fullest extent
permissible under Delaware law. Pursuant to Delaware law, this includes
elimination of liability for monetary damages for any breach of fiduciary as a
director to IGEN and its stockholders. In addition, each director will continue
to be subject to liability for breach of the director's duty of loyalty to IGEN,
for acts or omissions not in good faith or involving intentional misconduct, for
knowing violations of law, and for any transaction from which the director
derived an improper personal benefit.
IGEN maintains a policy of directors' and officers' liability insurance
that insures IGEN's directors and officers against the cost of defense,
settlement or payment of a judgment under certain circumstances.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibit Index attached to this Registration Statement is
incorporated herein by reference.
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 this
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 this Registration Statement;
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in this Registration Statement
or any material change to such information in
this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(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 that remain unsold at the
termination of the offering.
(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 foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the SEC 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 of 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.
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 Gaithersburg, Montgomery County, State of Maryland on
this 8th day of January, 2002.
IGEN International, Inc.
By:/s/ George V. Migausky
------------------------
George V. Migausky
Vice President and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
under the heading "Signature" constitutes and appoints Samuel J. Wohlstadter,
Richard J. Massey and George V. Migausky as his true and lawful
attorneys-in-fact each acting alone, with full power of substitution and
resubstitution, for him and in his name, place and stead in any and all
capacities to sign any or 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 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 for all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact, or their substitutes, each acting alone, 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 CAPACITY DATE
--------- -------- ----
/s/ Samuel J. Wohlstadter Chairman, Chief Executive Officer January 3, 2002
------------------------ (Principal Executive Officer); Director
Samuel J. Wohlstadter
/s/ George V. Migausky Vice President and Chief Financial January 8, 2002
--------------------- Officer (Principal Financial and
George V. Migausky Accounting Officer)
/s/ Richard J. Massey President and Chief Operating Officer; January 8, 2002
-------------------- Director
Richard J. Massey
/s/ Richard W. Cass Director January 8, 2002
------------------
Richard W. Cass
/s/ Robert R. Salsmans Director January 8, 2002
---------------------
Robert R. Salsmans
/s/ Joop Sistermans Director January 8, 2002
-------------------
Joop Sistermans
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
5 Opinion of Wilmer, Cutler & Pickering as to the legality of the
securities being registered
10.1 2001 Broad Based Option Plan
23.1 Consent of Wilmer, Cutler & Pickering (included in Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
24 Power of Attorney (included on signature pages of this Registration
Statement)