As field with the Securities and Exchange Commission on August 26, 2009
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
INOVIO BIOMEDICAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of
incorporation or |
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33-0969592 (IRS Employer Identification No.) |
11494 Sorrento Valley Road
San Diego, California 92121-1318
(858) 597-6006
(Address of Principal Executive Offices and Zip Code)
INOVIO BIOMEDICAL CORPORATION 2007 OMNIBUS INCENTIVE PLAN
(Full Title of the Plan)
J. Joseph Kim, Ph.D., Chief Executive Officer
Avtar Dhillon, M.D., President and Chairman of Board
of Directors
Inovio Biomedical Corporation
11494 Sorrento Valley Road
San Diego, California 92121
Telephone (858) 597-6006
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to
Steven G. Rowles, Esq.
J. Nathan Jensen, Esq.
Morrison & Foerster LLP
12531 High Bluff Drive, Suite 100
San Diego, California 92130
Telephone: (858) 720-5100
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o |
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Accelerated filer o |
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Non-accelerated filer o |
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Smaller reporting company x |
(Do not check if a smaller reporting company) |
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CALCULATION OF REGISTRATION FEE
Title of securities to be registered |
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Amount to be |
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Proposed |
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Proposed |
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Amount of |
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Common Stock, par value $0.001 per share |
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2,000,000 |
(2) |
$ |
2.05 |
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$ |
4,100,000 |
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$ |
229 |
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(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement shall also cover any additional securities that may be offered or issued in connection with any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the outstanding number of shares of Common Stock.
(2) Represents 2,000,000 additional shares of Common Stock authorized to be issued under the registrants 2007 Omnibus Incentive Plan (the 2007 Plan). Shares available for issuance under the 2007 Plan were initially registered on a registration statement on Form S-8 filed with the Securities and Exchange Commission on May 14, 2007 (Registration No. 333-142938).
(3) This estimate is made pursuant to Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee. The fee is calculated on the basis of the average of the high and low sale prices for the registrants Common Stock as reported on the NYSE Amex on August 25, 2009.
INTRODUCTORY NOTE
This Registration Statement relates solely to the registration of additional securities of the same class as other securities for which a registration statement on this form relating to an employee benefit plan is effective. Pursuant to General Instruction E of Form S-8 this registration statement hereby incorporates by reference the contents of the registration statements on Form S-8 filed by the Registrant on May 14, 2007 and May 9, 2008 with respect to the Registrants 2007 Omnibus Incentive Plan (Registration Nos. 333-142938 and 333-150769, respectively).
Item 8. Exhibits.
No. |
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Description |
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5.1 |
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Opinion of Morrison & Foerster LLP |
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23.1 |
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Consent of Independent Registered Public Accounting Firm |
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23.2 |
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Consent of Morrison & Foerster LLP (contained in Exhibit 5.1) |
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24.1 |
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Power of Attorney (included on the signature page of this Registration Statement |
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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 San Diego, State of California, on August 25, 2009.
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INOVIO BIOMEDICAL CORPORATION |
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By: |
/s/ J. Joseph Kim |
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J. Joseph Kim, Ph.D. |
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Chief Executive Officer |
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(Principal Executive Officer) |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, jointly and severally, J. Joseph Kim and Peter Kies as his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Registration Statement on Form S-8 (including post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on August 25, 2009.
Signature |
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Title |
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/s/ Avtar Dhillon |
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President and Chairman of the Board of Directors |
Avtar Dhillon, M.D. |
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/s/ J. Joseph Kim |
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Chief Executive Officer and Director |
J. Joseph Kim, Ph.D. |
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(Principal Executive Officer) |
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/s/ Peter Kies |
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Chief Financial Officer |
Peter Kies |
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(Principal Financial and Accounting Officer) |
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/s/ Simon Benito |
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Director |
Simon Benito |
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/s/ Morton Collins |
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Director |
Morton Collins,Ph.D. |
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/s/ Tee Khiang Ng |
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Director |
Tee Khiang Ng |
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EXHIBIT INDEX
No. |
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Description |
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5.1 |
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Opinion of Morrison & Foerster LLP |
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23.1 |
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Consent of Independent Registered Public Accounting Firm |
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23.2 |
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Consent of Morrison & Foerster LLP (contained in Exhibit 5.1) |
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24.1 |
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Power of Attorney (included on the signature page of this Registration Statement) |
4