As filed with the Securities and Exchange Commission on February 4, 2002
Registration No. 333-________
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
INTROGEN THERAPEUTICS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 74-2704230
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
301 CONGRESS AVENUE, SUITE 1850
AUSTIN, TEXAS 78701
(512) 708-9310
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
2000 STOCK OPTION PLAN
2000 EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLE OF THE PLANS)
DAVID G. NANCE
CHIEF EXECUTIVE OFFICER
INTROGEN THERAPEUTICS, INC.
301 CONGRESS AVENUE, SUITE 1850
AUSTIN, TEXAS 78701
(512) 708-9310
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copy to:
CHRISTOPHER J. OZBURN, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
8911 CAPITAL OF TEXAS HIGHWAY N.
WESTECH 360, SUITE 3350
AUSTIN, TX 78759-7247
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TO BE OFFERING AGGREGATE REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED(1) PRICE PER SHARE OFFERING PRICE FEE
------------------------------------ ------------- --------------- -------------- ------------
2000 Stock Option Plan Common Stock, $0.001 par
value (options available for future grant)(2) 1,074,556 $4.50 $4,835,502 $444.87
------------- --------------- -------------- ------------
2000 Employee Stock Purchase Plan Common Stock,
$0.001 par value (3) 320,867 $3.83 $1,228,921 $113.06
------------- --------------- -------------- ------------
TOTAL REGISTRATION FEES: $557.93
============
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 2000 Stock Option Plan and the
2000 Employee Stock Purchase Plan by reason of any stock dividend, stock
split, recapitalization or any other similar transaction effected without
the receipt of consideration that results in an increase in the number of
the Registrant's outstanding shares of Common Stock.
(2) The proposed maximum offering price per share has been estimated in
accordance with Rule 457(c) under the Securities Act of 1933, as amended
(the "Securities Act") as to the 1,074,556 shares of Common Stock
authorized for issuance pursuant to the 2000 Stock Option Plan, solely for
the purpose of calculating the registration fee. No options have been
granted with respect to such shares. The computation is based upon the
average of the high and low price of the Common Stock as reported on the
Nasdaq National Market on January 29, 2002, because the price at which the
options to be granted in the future may be exercised is not currently
determinable.
(3) The proposed maximum offering price per share has been computed in
accordance with Rule 457(h) under the Securities Act solely for the purpose
of calculating the registration fee. The computation is based upon 85% (see
explanation in following sentence) of the average of the high and low price
of the Common Stock as reported on the Nasdaq National Market on January
29, 2002, because the price at which the options to be granted in the
future may be exercised is not currently determinable. Pursuant to the 2000
Employee Stock Purchase Plan, the purchase price of a share of Common Stock
shall be an amount equal to 85% of the fair market value of a share of
Common Stock on the enrollment date or the exercise date, whichever is
lower.
INTROGEN THERAPEUTICS, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Explanatory Note
This Registration Statement on Form S-8 is being filed for the purpose
of registering (i) an additional 1,074,556 shares of the Registrant's Common
Stock to be issued pursuant to the Registrant's 2000 Stock Option Plan (the
"Plan") and (ii) an additional 320,867 shares of the Registrant's Common Stock
to be issued pursuant to the Registrant's 2000 Employee Stock Purchase Plan (the
"ESPP"). The contents of (i) the Registrant's Form S-8 Registration Statement
filed with the Securities and Exchange Commission on April 10, 2001 (Commission
File No. 333-58648) relating to the Plan and (ii) the Registrant's Form S-8
Registration Statement filed with the Securities and Exchange Commission on
April 30, 2001 (Commission File No. 333-59826) relating to the ESPP are
incorporated herein by reference.
Item 8. Exhibits.
The Exhibits listed on the accompanying Index to Exhibits are filed as
part hereof, or incorporated by reference into, this Registration Statement.
(See Index to Exhibits below)
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant, Introgen Therapeutics, Inc., 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 Austin, State of
Texas, on February 4, 2002.
INTROGEN THERAPEUTICS, INC.
By: /s/ David G. Nance
---------------------------------
David G. Nance
Chief Executive Officer
II-4
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David G. Nance and James W. Albrecht,
Jr., and each of them, his attorneys-in-fact, each with the power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same, with all exhibits thereto and all 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 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 such
attorneys-in-fact and agents or any of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT ON FORM S-8 HAS BEEN SIGNED BY THE FOLLOWING PERSONS
IN THE CAPACITIES AND ON THE DATES INDICATED.
Signature Title Date
--------- ----- ----
/s/ David G. Nance Chief Executive Officer and President (Principal February 4, 2002
---------------------------------------- Executive Officer)
David G. Nance
/s/ James W. Albrecht, Jr. Chief Financial Officer (Principal Financial and February 4, 2002
---------------------------------------- Accounting Officer)
James W. Albrecht, Jr.
/s/ John N. Kapoor, Ph.D. Chairman of the Board and Director February 4, 2002
----------------------------------------
John N. Kapoor, Ph.D.
/s/ William H. Cunningham, Ph.D. Director February 4, 2002
----------------------------------------
William H. Cunningham, Ph.D.
/s/ Charles E. Long Director February 4, 2002
----------------------------------------
Charles E. Long
/s/ Mahendra G. Shah, Ph.D. Director February 4, 2002
----------------------------------------
Mahendra G. Shah, Ph.D.
/s/ Elise T. Wang Director February 4, 2002
----------------------------------------
Elise T. Wang
II-5
INTROGEN THERAPEUTICS, INC.
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
----------- -----------
5.1 Opinion of counsel as to legality of securities being registered.
(1) 10.1 2000 Stock Option Plan.
(2) 10.2 2000 Employee Stock Purchase Plan.
23.1 Consent of Arthur Andersen LLP, Independent Public Accountants.
23.2 Consent of counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-5).
(1) Incorporated by reference to Exhibit 10.3 filed with Registrant's
Registration Statement on Form S-1 (File No. 333-30582), as amended.
(2) Incorporated by reference to Exhibit 10.4 filed with Registrant's
Registration Statement on Form S-1 (File No. 333-30582), as amended.
II-6