S-8 1 ds8.txt FORM S-8 As Filed with the Securities and Exchange Commission on November 30, 2001 ------------------------------------------------------------------------- Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TRIMERIS, INC. (Exact name of registrant as specified in its charter) Delaware 56-1808663 (State of Incorporation) (IRS Employer Identification Number) 3518 Westgate Drive, Suite 300, Durham, North Carolina 27707 (Address of Principal Executive Offices) (919) 419-6050 (Registrant's telephone number, including area code) TRIMERIS, INC. AMENDED AND RESTATED STOCK INCENTIVE PLAN (Full title of the Plan) ---------------------------- Dr. Dani P. Bolognesi Chief Executive Officer and Chief Scientific Officer Trimeris, Inc. 3518 Westgate Drive, Suite 300 Durham, North Carolina 27707 (919) 419-6050 (Name, address and telephone number of agent for service) ---------------------------- Copy to: R. Scott Kilgore, Esquire Loryn C. Nembirkow Wilmer, Cutler & Pickering Legal Counsel and Assistant Secretary 1600 Tysons Boulevard, 10th Floor Trimeris, Inc. Tysons Corner, Virginia 22102 3518 Westgate Drive, Suite 300 (703) 251-9700 Durham, North Carolina 27707 (919) 419-6050 ---------------------------- CALCULATION OF REGISTRATION FEE
------------------------ ---------------------- ---------------------- ---------------------- ---------------------- Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Offering Registration Registered Registered(1) Per Share Price (2) Fee(2) ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- Common Stock, 750,000 shares $32.93 $ 24,697,500 $5,902.70 par value $0.001 per share ------------------------ ---------------------- ---------------------- ---------------------- ----------------------
(1) Also registered hereunder are such additional number of shares of Common Stock, presently indeterminable, as may be necessary pursuant to the Trimeris, Inc. Amended and Restated Stock Incentive Plan (the "Plan") in the event of a stock dividend, reverse stock split, split-up, recapitalization or other similar event as provided under the terms of the Plan. (2) In accordance with Rule 457(h) and Rule 457(c), the maximum aggregate offering price and the amount of the registration fee are computed on the basis of 750,000 shares not yet subject to options, $32.93, the average of the high and low prices reported in the Nasdaq Stock Market on November 29, 2001. INCORPORATION OF PREVIOUS REGISTRATION STATEMENTS Pursuant to General Instruction E of Form S-8, this Registration Statement is filed solely to register an additional 750,000 shares of common stock of the Registrant under the Trimeris, Inc. Amended and Restated Stock Incentive Plan. Shares of common stock were previously registered for issuance under the Plan on Form S-8 Registration Statements No. 333-44145, No. 333-66401, No. 333-90377, and No. 333-64064 filed with the Commission on or about January 12, 1998, October 30, 1998, November 4, 1999, and June 28, 2001, respectively. Pursuant to General Instruction E and except as set forth below, the contents of the Registrant's Form S-8 Registration Statements No. 333-44145, No. 333-66401, No. 333-90377 and No. 333-64064 are incorporated herein by reference. PART II ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL The validity of the shares of common stock offered hereby will be passed upon for Trimeris by Loryn C. Nembirkow, Legal Counsel and Assistant Secretary of Trimeris. Ms. Nembirkow is a full-time employee of Trimeris and owns an aggregate of 11,901 shares of and options to purchase shares of the common stock of Trimeris. 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Durham, County of Durham, State of North Carolina on November 30, 2001. TRIMERIS, INC. /s/ Dani P. Bolognesi ---------------------------------------------------- Dani P. Bolognesi Chief Executive Officer and Chief Scientific Officer KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Dani P. Bolognesi or Timothy J. Creech his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or in his name, place and stead, in any and all capacities to sign any and all amendments or 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 attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or 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 said attorney-in-fact and agent or his 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 has been signed by the following persons in the capacities and on this 30th day of November, 2001.
Signatures Title ---------- ----- /s/ Dani P. Bolognesi Chief Executive Officer ------------------------------------ (principal executive officer), Chief Scientific Dani P. Bolognesi Officer and Director /s/ Robert R. Bonczek Chief Financial Officer (principal financial ------------------------------------ officer), General Counsel Robert R. Bonczek /s/ Timothy J. Creech Director of Finance ------------------------------------ (principal accounting officer) Timothy J. Creech /s/ Jeffrey M. Lipton Chairman of the Board ------------------------------------ Jeffrey M. Lipton /s/ E. Gary Cook Director --------------------------- E. Gary Cook, Ph.D. /s/ J. Richard Crout Director ------------------------------------ J. Richard Crout, M.D. /s/ Charles A. Sanders Director ------------------------------------ Charles A. Sanders, M.D. /s/ Kevin Tang Director ------------------------------------ Kevin Tang
Exhibit Index ------------- Number Description 4.1 Trimeris, Inc. Amended and Restated Stock Incentive Plan, as amended. 5.1 Opinion of Loryn C. Nembirkow, Legal Counsel and Assistant Secretary of Trimeris, Inc. 23.1 Consent of Independent Public Accountants. 23.2 Consent of Loryn C. Nembirkow, Legal Counsel and Assistant Secretary of Trimeris, Inc. (included in Exhibit 5.1). 24.1 Power of Attorney (included as part of the signature page to this Registration Statement).