Oragenics Inc - Securities Registration: Employee Benefit Plan (S-8)
07 Mai 2008 - 10:28PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ORAGENICS, INC.
(Exact name of registrant as specified in its charter)
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FLORIDA
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59-3410522
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(State or other jurisdiction of
incorporation or organization
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(I.R.S. Employer
Identification No.)
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13700 Progress Blvd.,
Alachua, Florida 32615
(386) 418-4018
(Address, including zip code, and telephone number, including area code of registrants principal executive offices)
AMENDED AND RESTATED 2002 STOCK OPTION AND INCENTIVE PLAN
(Full Title of the
Plans)
Stanley B. Stein
President and
Chief Executive Officer.
13700 Progress Blvd.,
Alachua, Florida 32615
(386) 418-4018
(Name, Address and Telephone number of Agent for Service)
Copies to:
Darrell C. Smith, Esquire
Shumaker, Loop & Kendrick, LLP
101 E. Kennedy Blvd., Suite 2800
Tampa, Florida 33602
(813) 229-7600
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 the
definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
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Large Accelerated Filer
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Accelerated filer
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Non-accelerated filer
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(do not check if a smaller reporting company)
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Smaller reporting company
x
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CALCULATION OF REGISTRATION
FEE
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TITLE OF SECURITIES
TO BE REGISTERED(1)
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AMOUNT TO BE
REGISTERED(2)
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PROPOSED MAXIMUM
OFFERING
PRICE PER SHARE(3)
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PROPOSED MAXIMUM
AGGREGATE
OFFERING PRICE(3)
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AMOUNT OF
REGISTRATION FEE(3)
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Common Stock $0.01 Par Value
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4,000,000 shares
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$0.67
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2,680,000
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$105.32
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(1)
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The securities to be registered include options and awards to acquire common stock.
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(2)
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This Registration Statement registers 4,000,000 shares of Company common stock for issuance pursuant to the Amended and Restated 2002 Stock Option and Incentive Plan (the
Plan), in addition to the 1,000,000 shares of Company common stock registered under the Plan on a Registration Statement on Form S-8 (reg. No. 333-110646), for a total of 5,000,000 shares issuable under the Plan. Pursuant to Rule
416 under the Securities Act of 1933, as amended, this Registration Statement also covers any additional number of shares as may be available under the Plans in the event of a stock dividend, stock split, recapitalization or other similar change to
the Common Stock.
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(3)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457. Pursuant to Rule 457(h)(1), the fee is calculated based on the average of the high and low
closing price of the Companys shares on May 6, 2008, a date within 5 business days prior to the filing of this registration statement.
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REGISTRATION OF ADDITIONAL SECURITIES
EXPLANATORY NOTE
This Registration Statement on Form S-8 of Oragenics, Inc.
(the Company) is being filed to register 4,000,000 additional shares of Company common stock for issuance under the Companys Amended and Restated 2002 Stock Incentive Plan, as amended (the Plan), pursuant to General
Instruction E to Form S-8.
The Plan was originally approved by shareholders in 2002. The Company previously registered the original
1,000,000 shares of common stock for issuance under the Plan on Form S-8 (Registration No. 333-110646, the Registration Statement). The Companys shareholders approved an amendment to add an additional 500,000 shares in 2004
and the shareholders approved and additional 1.5 million shares and the restatement of the Plan in 2006 which encompassed other changes that had been approved by our Board. In addition, in 2008 an additional 2.0 million shares were
added to the Plan and approved by our shareholders pursuant to a First Amendment to the Plan. Accordingly, the shares being registered hereby consist of (i) 500,000 additional shares of common stock approved by shareholders in 2004,
(ii) 1,500,000 additional shares of common stock approved by shareholders in 2006, and (iii) 2,000,000 additional shares of common stock approved by shareholders in 2008.
Pursuant to General Instruction E to Form S-8, the contents of the Registration Statement, on Form S-8 (No. 333-110646), previously filed on
November 21, 2003 are incorporated herein by reference, except to the extent supplemented, amended or superseded by the information set forth herein. Only those items of Form S-8 containing new information not contained in the earlier
registration statement are presented herein.
ITEM 8 EXHIBITS.
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Exhibit
Number
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Exhibit Description
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4.1*
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Oragenics, Inc. Amended and Restated 2002 Stock Option and Incentive Plan.(1)
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4.2*
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First Amendment to the Amended and Restated 2002 Stock Option and Incentive Plan. (2)
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5.1
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Opinion of Shumaker, Loop & Kendrick, LLP, as to the legality of the securities being registered.
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23.1
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Consent of Independent Registered Public Accounting Firm, Kirkland, Russ, Murphy & Tapp, P.A.
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23.2
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Consent of Shumaker, Loop & Kendrick, LLP to the use of their opinion as an Exhibit to this Registration Statement is included in their opinion filed herewith as Exhibit
5.1.
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24.1
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Power of Attorney (included with the signature page to this Registration Statement).
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*
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Document has been previously filed with the Commission and is incorporated by reference.
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(1)
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Filed as Exhibit 10.1 to 10QSB/A filed on September 29, 2006.
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(2)
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Filed as Exhibit 4.2 to Form 8-K filed on April 14, 2008.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing 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 Alachua, State of Florida this 6th day of May, 2008.
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Oragenics, Inc.
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By:
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/s/ Stanley B. Stein
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Stanley B. Stein
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President, Chief Executive Officer and
Principal
Executive Officer
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POWER OF ATTORNEY
Each of the undersigned officers and directors of Oragenics, Inc., hereby constitutes and appoints Stanley B. Stein, and Jeffrey D. Hillman, each their
true and lawful attorneys-in-fact and agents, for them and in their name, place and stead, in any and all capacities, to sign their names to any and all amendments to this Registration Statement on Form S-8, including post-effective amendments and
other related documents, and to cause the same to be filed with the Securities and Exchange Commission, granting unto said attorneys, full power and authority to do and perform any act and thing necessary and proper to be done in the premises,
as fully to all intents and purposes as the undersigned could do if personally present, and the undersigned for himself hereby ratifies and confirms all that said attorney shall lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this S-8 Registration Statement has been signed by the following persons (or by their duly
authorized attorney-in-fact) in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Stanley B. Stein
Stanley B. Stein
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President, Chief Executive Officer and Director
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May 6, 2008
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/s/ Dotti J. Delfino
Dotti J. Delfino
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Chief Financial Officer and Principal Accounting Officer
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May 6, 2008
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/s/ Jeffrey D. Hillman
Jeffrey D. Hillman
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Chief Scientific Officer and Director
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May 6, 2008
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/s/ Richard Welch
Richard Welch
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Chairman of the Board and Director
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May 6, 2008
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/s/ Derek Hennecke
Derek
Hennecke
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Director
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May 6, 2008
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/s/ Kevin H. Sills
Kevin
H. Sills
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Director
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May 6, 2008
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/s/ Marc K. Siegel
Marc
K. Siegel
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Director
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May 6, 2008
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EXHIBIT INDEX
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Exhibit
Number
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Exhibit Description
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4.1*
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Oragenics, Inc. Amended and Restated 2002 Stock Option and Incentive Plan.(1)
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4.2*
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First Amendment to the Amended and Restated 2002 Stock Option and Incentive Plan. (2)
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5.1
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Opinion of Shumaker, Loop & Kendrick, LLP, as to the legality of the securities being registered.
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23.1
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Consent of Independent Registered Public Accounting Firm, Kirkland, Russ, Murphy & Tapp, P.A.
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23.2
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Consent of Shumaker, Loop & Kendrick, LLP to the use of their opinion as an Exhibit to this Registration Statement is included in their opinion filed herewith as Exhibit
5.1.
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24.1
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Power of Attorney (included with the signature page to this Registration Statement).
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*
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Document has been previously filed with the Commission and is incorporated by reference.
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(1)
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Filed as Exhibit 10.1 to 10QSB/A filed on September 29, 2006.
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(2)
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Filed as Exhibit 4.2 to Form 8-K filed on April 14, 2008.
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