As filed with the Securities and Exchange Commission on June 17, 2004
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
TARGETED GENETICS CORPORATION
| Washington (State or other jurisdiction of incorporation or organization) |
91-1549568 (I.R.S. Employer Identification No.) |
1100 Olive Way, Suite 100
Seattle, Washington 98101
(Address of principal executive offices, including zip code)
TARGETED GENETICS CORPORATION
1999 STOCK OPTION PLAN
(Full title of the plan)
H. STEWART PARKER
President and Chief Executive Officer
Targeted Genetics Corporation
1100 Olive Way, Suite 100
Seattle, Washington 98101
(206) 623-7612
(Name, address and telephone number, including area code, of agent for service)
______________________
Copies to:
| Stephen M. Graham, Esq. Eric S. Carnell, Esq. Orrick, Herrington & Sutcliffe LLP 719 Second Avenue, Suite 900 Seattle, Washington 98104 (206) 839-4300 |
Jonathan K. Wright, Esq. General Counsel Targeted Genetics Corporation 1100 Olive Way, Suite 100 Seattle, Washington 98101 (206) 623-7612 |
______________________
CALCULATION OF REGISTRATION FEE
| Proposed Maximum | ||||||||||||||||
| Title of Securities | Number to Be | Proposed Maximum | Aggregate Offering | Amount of | ||||||||||||
| to Be Registered | Registered(1) | Offering Price Per Share(2) | Price(2) | Registration Fee | ||||||||||||
Common Stock, par
value $0.01 per
share, authorized
but unissued under
the 1999 Stock
Option Plan, as
amended |
6,000,000 | $1.575 | $9,450,000 | $ | 1,198 | |||||||||||
| (1) | This registration statement shall also cover any additional shares of common stock that may become issuable under the 1999 Stock Option Plan, as amended, being registered hereby as a result of any future stock split, stock dividend, recapitalization or similar adjustment effected without the receipt of consideration that results in an increase in the number of outstanding shares of the registrant’s common stock. | |
| (2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended. The price per share is estimated to be $1.575, based on the average of the high and low prices of the registrant’s common stock on June 16, 2004, as reported on the NASDAQ SmallCap Market. |
| Item 8. EXHIBITS | ||||||||
| SIGNATURES | ||||||||
| INDEX TO EXHIBITS | ||||||||
| EXHIBIT 5.1 | ||||||||
| EXHIBIT 10.1 | ||||||||
| EXHIBIT 23.1 | ||||||||
REGISTRATION OF ADDITIONAL SECURITIES
This registration statement on Form S-8 is being filed by Targeted Genetics Corporation, or Targeted Genetics, for the purpose of registering an additional 6,000,000 shares of common stock, par value $0.01 per share, issuable by Targeted Genetics pursuant to the Targeted Genetics Corporation 1999 Stock Option Plan, as amended, or the 1999 Plan, as amended and restated March 22, 2004. Pursuant to General Instruction E of Form S-8, we incorporate by reference into this registration statement the contents of our registration statement on Form S-8 relating to the 1999 Plan that we filed with the Securities and Exchange Commission on May 14, 1999, file number 333-78523, and that remains effective.
Item 8. EXHIBITS
| Exhibit | ||||
| Number |
Description |
|||
| 5.1 | Opinion of Orrick, Herrington & Sutcliffe LLP regarding the
legality of the common stock being registered |
|||
| 10.1 | Targeted Genetics Corporation 1999 Stock Option Plan, as amended
and restated March 22, 2004 |
|||
| 23.1 | Consent
of Ernst & Young LLP, Independent Registered Public Accounting
Firm |
|||
| 23.2 | Consent of Orrick, Herrington & Sutcliffe LLP (included in Exhibit
5.1) |
|||
| 24.1 | Power of Attorney (included in signature page) |
|||
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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 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 Seattle, state of Washington, on this 17th day of June, 2004.
| TARGETED GENETICS CORPORATION |
||||
| By: | /s/ H. STEWART PARKER | |||
| H. STEWART PARKER | ||||
| PRESIDENT AND CHIEF EXECUTIVE OFFICER | ||||
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints H. Stewart Parker and Todd E. Simpson, or either of them, as attorneys-in-fact with full power of substitution, to execute in the name and on the behalf of each person, individually and in each capacity stated below, and to file, any and all amendments to this registration statement, including any and all post-effective amendments.
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 indicated below on this 17th day of June, 2004.
| Signature |
Title |
|
/S/ H. STEWART PARKER H. STEWART PARKER |
President, Chief Executive Officer (Principal Executive Officer) and Director |
|
| /S/ TODD E. SIMPSON TODD E. SIMPSON |
Vice President, Finance and Administration, Chief Financial Officer, Secretary and Treasurer (Principal Financial and Accounting Officer) |
|
| /S/ JEREMY L. CURNOCK COOK JEREMY L. CURNOCK COOK |
Chairman of the Board and Director | |
| /S/ JACK L. BOWMAN JACK L. BOWMAN |
Director | |
| /S/ JOSEPH M. DAVIE JOSEPH M. DAVIE |
Director | |
| /S/ LOUIS P. LACASSE LOUIS P. LACASSE |
Director |
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| /S/ NELSON L. LEVY NELSON L. LEVY, PH.D., M.D. |
Director | |
| /S/ MARK H. RICHMOND MARK H. RICHMOND, PH.D |
Director |
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INDEX TO EXHIBITS
| Exhibit | ||||
| Number |
Description |
|||
| 5.1 | Opinion of Orrick, Herrington & Sutcliffe LLP regarding the
legality of the common stock being registered |
|||
| 10.1 | Targeted Genetics Corporation 1999 Stock Option Plan, as amended
and restated March 22, 2004 |
|||
| 23.1 | Consent
of Ernst & Young LLP, Independent Registered Public Accounting
Firm |
|||
| 23.2 | Consent of Orrick, Herrington & Sutcliffe LLP (included in Exhibit
5.1) |
|||
| 24.1 | Power of Attorney (included in signature page) |
|||
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