As filed with the Securities and Exchange Commission on October 5, 2007
Registration No. 333-______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 
GENTIUM S.p.A.
(Exact name of Registrant as specified in its charter)
 
Republic of Italy
  
Not Applicable
(State or other jurisdiction of incorporation or organization)
  
(I.R.S. Employer Identification No.)

Piazza XX Settembre 2
22079 Villa Guardia (Como), Italy
+39 031 385111
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
 
 
GENTIUM S.p.A. 2007 STOCK OPTION PLAN
(Full title of the Plan)
 
CT Corporation System
111 Eighth Avenue, 13th Floor
New York, New York 10011
(212) 894-8940
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
 
Copy to:
Theodore L. Polin, Esq.
Christopher M. Locke, Esq.
Epstein Becker & Green, P.C.
250 Park Avenue
New York, New York 10017
(212) 351-4500
 
 
CALCULATION OF REGISTRATION FEE
   
 
Title of Class of Securities
To Be Registered
  
 
Amount To Be Registered (1)
  
Proposed Maximum 
Offering Price Per 
Share
  
Proposed Maximum
Aggregate
Offering Price
  
Amount of 
Registration Fee
  
Ordinary shares, par value €1.00 per share (2) (3)
    
1,000,000
  
$
22.575 (4
)
$
22,575,000 (4
)
$
694
  
 
 
(1)
Includes such additional ordinary shares as may become issuable by reason of stock splits, stock dividends or similar transactions.
(2)
American Depositary Shares (“ADSs”) evidenced by American Depositary Receipts issuable upon deposit of the ordinary shares registered hereby are being registered under a separate registration statement. Each American Depositary Share represents one ordinary share.
(3)
Consists of ordinary shares available for future issuance upon exercise of options available for future grant under the Gentium S.p.A. 2007 Stock Option Plan.
(4)
Computed in accordance with Rule 457(h) of the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee. The computation is based of $22.575 per share, the average of the high and low sales prices of the Registrant’s ADSs on October 1, 2007, as reported by the Nasdaq Global Market.


PART I
 
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
 
Item 1. Plan Information.
 
The documents containing the information specified by Part I will be sent or given to eligible participants as specified by Rule 428(b)(1) under the Securities Act. These documents and the documents incorporated by reference herein pursuant to Item 3 of Part II below, taken together, constitute a Section 10(a) prospectus.
 
Item 2. Registrant Information and Employee Plan Annual Information.
 
We will provide without charge to each person to whom a copy of a Section 10(a) prospectus hereunder is delivered, upon the oral or written request of such person, a copy of any document incorporated by reference in Item 3 of Part II below. Requests should be directed to Gentium S.p.A, Piazza XX Settembre 2, 22079 Villa Guardia (Como), Italy, Attn. Salvatore Calabrese, Vice President, Finance, +39 031 385111.
 
PART II
 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3. Incorporation of Documents by Reference.
 
We incorporate by reference the following documents filed or furnished by us with the SEC:
 
(a) Our Annual Report on Form 20-F for the year ended December 31, 2006, filed on April 30, 2007 with the SEC;
 
(b) All other reports filed or furnished by us pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 2006; and
 
(c) The description of our ordinary shares contained in our Registration Statement on Form 8-A12G filed on May 16, 2006, including any amendments or reports filed for the purpose of updating such description.
 
In addition, all documents subsequently filed or furnished with the SEC by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which 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. We may incorporate by reference any Form 6-K subsequently submitted to the SEC by identifying in such Form that it is being incorporated by reference into this prospectus. 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 hereof to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such 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.
 
1
 
Item 6. Indemnification of Directors and Officers.
 
We have procured and intend to maintain a directors’ and officers’ liability insurance policy that insures such persons against the costs of defense, settlement or payment of a judgment under certain circumstances. We also have entered into indemnification agreements with our directors and executive officers for the indemnification of and advancement of expenses to these persons to the fullest extent permitted by law.
 
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
 
Item 7. Exemption from Registration Claimed.
 
Not applicable.

Item 8. Exhibits.

Exhibit
Number
 
 
Description of Documents
     
5.1
  
Opinion of Gianni, Origoni, Grippo & Partners.
     
10.1
  
2007 Stock Option Plan, incorporated by reference to Exhibit 4.42 to the Annual Report on Form 20-F for the year ended December 31, 2006, previously filed with the Securities Exchange Commission on April 30, 2007.
     
23.1
  
Consent of Reconta Ernst & Young S.p.A.
     
23.2
  
Consent of Gianni, Origoni, Grippo & Partners (included in Exhibit 5.1).
     
24.1
  
Power of Attorney (included on the signature page).

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 of 1933;
 
(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% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement;
 
2
 
(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) of this Section do not apply if 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 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement;
 
(2) that, for the purpose of determining any liability under the 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; and
 
(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.
 
(B) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an 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.

3

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 Villa Guardia (Como) Italy, on the 5th day of October, 2007.

GENTIUM, S.p.A
   
By:
 /s/ Laura Ferro  
 
Dr. Laura Ferro,
 
President and Chief Executive Officer
(Principal Executive Officer)

POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Dr. Laura Ferro, President and Chief Executive Office, and Gary Gemignani, Chief Financial Officer, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution, for him or her and in his or her 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 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 or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, 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, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature
  
Title(s)
  
Date
         
/s/ Laura Ferro 
Dr. Laura Ferro
  
President, Chief Executive Officer and
Director (principal executive officer)  
  
October 5, 2007
         
/s/ Gary Gemignani
Gary Gemignani
  
Executive Vice-President, Chief Financial
Officer and Authorized Representative
(principal financial officer)
  
October 5, 2007
         
/s/ Salvatore Calabrese
 Salvatore Calabrese
  
Vice-President, Finance and Secretary
(controller)
  
October 5, 2007
         
/s/ Kenneth Anderson
 Dr. Kenneth Anderson
  
Director  
  
October 5, 2007
         
/s/ Gigliola Bertoglio
 Gigliola Bertoglio
  
Director
  
October 5, 2007
 
 
/s/ Luca Breveglieri
 Luca Breveglieri
  
Director
  
October 5, 2007
         
         
/s/ Marco Codella
 Marco Codella
  
Director  
  
October 5, 2007
         
/s/ David Kroin
 David E. Kroin
  
Director  
  
October 5, 2007
         
/s/ Malcolm Sweeney
 Malcolm Sweeney
  
Director  
  
October 5, 2007
         
/s/ Andrea Zambon
 Dr. Andrea Zambon
  
Director  
  
October 5, 2007
 

INDEX TO EXHIBITS

Exhibit
Number
 
 
Description of Documents
5.1
  
Opinion of Gianni, Origoni, Grippo & Partners.
     
10.1
  
2007 Stock Option Plan, incorporated by reference to Exhibit 4.42 to the Annual Report on Form 20-F for the year ended December 31, 2006, previously filed with the Securities Exchange Commission on April 30, 2007.
     
23.1
  
Consent of Reconta Ernst & Young S.p.A.
     
23.2
  
Consent of Gianni, Origoni, Grippo & Partners (included in Exhibit 5.1).
     
24.1
  
Power of Attorney (included on the signature page).