-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LQqW48jflUmWJtYMkXK2u82DEMYinylTI+5UhItwzcyMdcpB7tr2nViOhOTfI5G1 NWBe6naVJZLEwn9hSbalxg== 0000950109-96-003367.txt : 19960524 0000950109-96-003367.hdr.sgml : 19960524 ACCESSION NUMBER: 0000950109-96-003367 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960523 EFFECTIVENESS DATE: 19960611 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AUTOIMMUNE INC CENTRAL INDEX KEY: 0000879106 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 133489062 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-04397 FILM NUMBER: 96571696 BUSINESS ADDRESS: STREET 1: 128 SPRING ST CITY: LEXINGTON STATE: MA ZIP: 02173 BUSINESS PHONE: 6178600710 MAIL ADDRESS: STREET 1: 128 SPRING STREET CITY: LEXINGTON STATE: MA ZIP: 02173 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on May 23, 1996 Registration No. 33- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AUTOIMMUNE INC. (Exact name of registrant as specified in its charter) Delaware 13-3489062 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 128 Spring Street, Lexington, MA 02173 (Address of Principal Executive Offices) ------------------------------- AUTOIMMUNE INC. STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS (Full Title of Plan) ---------------------------------------- Robert C. Bishop, Ph.D. President and Chief Executive Officer AutoImmune Inc. 128 Spring Street, Lexington, MA 02173 (617) 860-0710 (Name, address and telephone number of agent for service) Copy to: Constantine Alexander, Esq. Nutter, McClennen & Fish, LLP One International Place Boston, MA 02110-2699 (617) 439-2000 ------------------------------ CALCULATION OF REGISTRATION FEE
========================================================================================= Proposed Maximum Proposed Aggregate Amount of Title of Securities Amount to be Maximum Offering Offering Registration to be Registered Registered (1) Price Per Share (2) Price (2) Fee (2) - ----------------------------------------------------------------------------------------- Common Stock, $.01 par value 225,000 $10.3125 $2,320,312.50 $800.11 =========================================================================================
- ---------------------------------------- (1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminable number of additional shares of Common Stock that may become issuable pursuant to certain antidilution provisions of the Registrant's Stock Option Plan for Nonemployee Directors. (2) Calculated pursuant to Rule 457(h) under the Securities Act of 1933, as amended, based upon the average of the bid and asked prices per share of Common Stock reported on the Nasdaq/NMS on May 20, 1996. ================================================================================ Shares covered by this Registration Statement are issuable from time to time upon the exercise of stock options granted or to be granted under the AutoImmune Inc. Stock Option Plan for Nonemployee Directors (the "Plan"). Pursuant to General Instruction E to Form S-8, the Registration Statement on Form S-8 (Registration No. 33-82972) filed with the Securities and Exchange Commission on August 17, 1994, in respect of the original 75,000 shares of Common Stock of AutoImmune Inc. issued or issuable under the Plan, including any statement contained in a document incorporated or deemed to be incorporated by reference into said Registration Statement, is incorporated by reference into this Registration Statement. -2- 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 on Form S-8 to be signed on its behalf by the undersigned, thereto duly authorized, in the city of Boston, Commonwealth of Massachusetts, on the 23rd day of May, 1996. AUTOIMMUNE INC. By: /s/ Robert C. Bishop ---------------------------------- Robert C. Bishop, Ph.D. President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated. /s/ Robert C. Bishop May 23, 1996 - ----------------------------------------------- Robert C. Bishop, President, Chief Executive Officer and Director /s/ Michael W. Rogers May 23, 1996 - ---------------------------------------------- Michael W. Rogers, Vice President, Chief Financial Officer and Treasurer /s/ Barry Weinberg May 23, 1996 - ---------------------------------------------- Barry Weinberg, Chairman of the Board of Directors /s/ Hugh A. D'Andrade May 23, 1996 - -------------------------------------------- Hugh A. D'Andrade, Director /s/ Allan R. Ferguson May 23, 1996 - ---------------------------------------------- Allan R. Ferguson, Director /s/ R. John Fletcher May 23, 1996 - ---------------------------------------------- R. John Fletcher, Director /s/ Henri A. Termeer May 23, 1996 - -------------------------------------------- Henri A. Termeer, Director -3- EXHIBIT INDEX
Exhibit - ------- Number Page - ------ ---- 4.1 AutoImmune Inc. Stock Option Plan * for Nonemployee Directors 4.3 Specimen Common Stock Certificate ** 5 Opinion of Nutter, McClennen & 6 Fish, LLP 23.1 Consent of Nutter, McClennen & Contained Fish, LLP in Exhibit 5 23.2 Consent of Price Waterhouse LLP 9 - --------------------------------------------------- * Incorporated by reference to Appendix A to the Registrant's definitive Proxy Statement dated April 9, 1996 for the annual meeting of shareholders held on May 15, 1996 filed pursuant to Section 14 of the Securities Exchange Act of 1934, as amended. ** Incorporated by reference to Exhibit 4.3 to the Registrant's Registration Statement on Form S-8 (File No. 33-93016)
-4- EX-5 2 OPINION OF NUTTER, MCCLENNEN & FISH, LLP [LETTERHEAD OF NUTTER, MCCLENNEN & FISH, LLP APPEARS HERE] May 22, 1996 AutoImmune Inc. 128 Spring Street Lexington, MA 02173 Gentlemen/Ladies: Reference is made to the registration statement on Form S-8 (the "Registration Statement') that AutoImmune Inc. (the "Company") is filing concurrently herewith with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), with respect to (i) 225,000 shares of the Company's Common Stock, $.01 par value (the "Common Stock") issuable pursuant to the Company's Stock Option Plan for Nonemployee Directors (the "Plan") and (ii) an indeterminate number of shares of such Common Stock which may be issued or become issuable pursuant to certain antidilution provisions of the Plan. We have acted as legal counsel for the Company in connection with the amendment to the Plan, are familiar with the Company's Amended and Restated Certificate of Incorporation and By-Laws, both as amended to date, and have examined such other documents as we deemed necessary for this opinion. Based upon the foregoing, we are of the opinion that: 1. When issued and paid for in compliance with the terms of the Plan, the 225,000 shares of Common Stock referred to above will be duly and validly issued, fully paid and non-assessable. 2. The additional shares of Common Stock which may become issuable pursuant to certain antidilution provisions of the Plan, if and when issued in accordance with the terms of the Plan and upon compliance with the applicable provisions of law and of the Company's Amended and Restated Certificate of Incorporation and By-Laws, both as then amended, will be duly and validly issued, fully paid and non-assessable. AutoImmune Inc. May 22, 1996 Page 2 We understand that this opinion letter is to be used in connection with the Registration Statement and hereby consent to the filing of this opinion letter with and as a part of the Registration Statement and of any amendments thereto. It is understood that this opinion letter is to be used in connection with the offer and sale of the aforesaid shares of Common Stock only while the Registration Statement, as it may be amended from time to time as contemplated by Section 10(a)(3) of the Securities Act, is effective under the Securities Act. Very truly yours, /s/Nutter, McClennen & Fish, LLP -------------------------------- Nutter, McClennen & Fish, LLP DMM/CA EX-23.2 3 CONSENT OF PRICE WATERHOUSE CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 29, 1996, appearing on page F-2 of the Financial Statements of AutoImmune Inc. on Form 10-K for the year ended December 31, 1995. We also consent to the incorporation by reference of our report on the Financial Statement Schedule, as listed on page F-1 on Form 10-K for the year ended December 31, 1995. /s/ Price Waterhouse LLP Price Waterhouse LLP Boston, Massachusetts May 22, 1996 -----END PRIVACY-ENHANCED MESSAGE-----