As filed with the Securities and Exchange Commission on August 5, 2005
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GERON CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 75-2287752
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
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230 Constitution Drive
Menlo Park, California 94025
(Addresses of Principal Executive Offices including Zip Codes)
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2002 EQUITY INCENTIVE PLAN
(Full Title of the Plan)
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Thomas B. Okarma Copy to:
President and Chief Executive Officer Alan C. Mendelson, Esq.
Geron Corporation Latham & Watkins LLP
230 Constitution Drive 135 Commonwealth Drive
Menlo Park, California 94025 Menlo Park, California 94025
(650) 473-7700 (650) 328-4600
(Name and Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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Proposed
Proposed Maximum
Amount Maximum Aggregate
to be Offering Price Offering Price Amount of
Title of Securities to be Registered Registered (1)(2) Per Share (3) (3) Registration Fee
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Common Stock, $0.001 par value per share,
issuable under the 2002 Equity Incentive
Plan (4)............................... 2,000,000 $10.42 $20,840,000 $2,640.43
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Total.................................. 2,000,000 $10.42 $20,840,000 $2,640.43
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(1) The 2002 Equity Incentive Plan (the "Plan") authorizes the issuance of
9,579,603 shares of common stock, par value $0.001 per share (the "Common
Stock"), of Geron Corporation (the "Company"), of which 2,000,000 shares
are being registered hereunder.
(2) This registration statement shall also cover any additional shares of
Common Stock which become issuable under the Plan by reason of any stock
dividend, stock split, recapitalization or any other similar transaction
effected without the receipt of consideration which results in an increase
in the number of the outstanding shares of the Company's Common Stock.
(3) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(h) and (c) under the Securities Act of 1933, as
amended (the "Securities Act of 1933"), and is based on the average
($10.42) of the high ($10.54) and low ($10.29) sales price of the Common
Stock, as reported on the Nasdaq National Market on August 2, 2005.
(4) Each share of Common Stock being registered hereunder, if issued prior to
the termination the Company of its Rights Agreement dated as of July 20,
2001, will include one preferred share purchase right. Prior to the
occurrence of certain events, the preferred share purchase rights will not
be exercisable or evidenced separately from the Common Stock.
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Proposed sale to take place as soon after the effective date of the registration
statement as options granted under the Plan are exercised.
Total Pages 6
Exhibit Index on Page 4
REGISTRATION OF ADDITIONAL SECURITIES
On July 3, 2002, Geron Corporation, a Delaware corporation (the
"Company") filed a Registration Statement on Form S-8, Registration No.
333-91916 (the "First Registration Statement"), with the Securities and Exchange
Commission relating to an aggregate of 7,000,000 shares of the Company's common
stock, par value $0.001 per share (the "Common Stock"), to be offered and sold
under the 2002 Equity Incentive Plan (the "Plan"). On October 7, 2004, the
Company filed a Registration Statement on Form S-8, Registration No. 333-119601
(the "Second Registration Statement"), with the Securities and Exchange
Commission relating to an additional 579,603 shares of Common Stock issuable
under the Plan. The contents of the First Registration Statement and Second
Registration Statement are incorporated by reference in this Registration
Statement. The Company is hereby registering an additional 2,000,000 shares of
Common Stock issuable under the Plan, none of which has been issued as of the
date of this Registration Statement.
Item 8. Exhibits
A list of exhibits filed with this Registration Statement is set forth
in the Exhibit Index on page 4 and is incorporated herein by reference.
2
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 Menlo Park, State of California, on August 5, 2005.
GERON CORPORATION
By: /s/ David L. Greenwood
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David L. Greenwood
Executive Vice President and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Thomas B. Okarma and David L. Greenwood, and each
of them, his true and lawful attorneys-in-fact and agents, each 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
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 order to effectuate the same as fully, to
all intents and purposes, as he might or could do in person, hereby ratifying
and confirming all that each of said attorneys-in-fact and agents, or any of
them, 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 indicated as of August 5, 2005.
Signature Title Date
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/s/ Thomas B. Okarma President, Chief Executive Officer August 5, 2005
------------------------ and Director
Thomas B. Okarma (Principal Executive Officer)
/s/ David L. Greenwood Executive Vice President and Chief August 5, 2005
------------------------ Financial Officer (Principal
David L. Greenwood Financial and Accounting Officer)
/s/ Alexander E. Barkas Director August 5, 2005
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Alexander E. Barkas
/s/ Edward V. Fritzky Director August 5, 2005
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Edward V. Fritzky
/s/ Charles J. Homcy Director August 5, 2005
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Charles J. Homcy
Director August 5, 2005
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Thomas D. Kiley
/s/ John P. Walker Director August 5, 2005
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John P. Walker
/s/ Patrick J. Zenner Director August 5, 2005
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Patrick J. Zenner
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EXHIBIT INDEX
EXHIBIT PAGE
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4.1+ 2002 Equity Incentive Plan N/A
4.2++ Rights Agreement dated as of July 20, 2001, between Geron N/A
Corporation and U.S. Stock Transfer Corporation, as Rights Agent
5.1 Opinion of Latham & Watkins LLP 5
23.1 Consent of Latham & Watkins LLP (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent Registered Public
Accounting Firm. 6
24.1 Powers of Attorney (included on the signature page to this
Registration Statement) 3
(+) Incorporated by reference to Exhibit 10.5 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2003 filed on February 27,
2004.
(++) Incorporated by reference to Exhibit 4.1 to the Company's Current Report on
Form 8-K filed on July 23, 2001.
4