Armata Pharmaceuticals, Inc. — Regulatory Filings 2004

Jun 17, 2004

S-8 1 v99682orsv8.htm FORM S-8 sv8 PAGEBREAK

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As filed with the Securities and Exchange Commission on June 17, 2004

Registration No. 333-__

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 ____

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____

TARGETED GENETICS CORPORATION

(Exact name of Registrant as specified in its charter)

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

Title of Securities	Number to Be	Proposed Maximum	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. |

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TABLE OF CONTENTS

Item 8. EXHIBITS
SIGNATURES
INDEX TO EXHIBITS
EXHIBIT 5.1
EXHIBIT 10.1
EXHIBIT 23.1

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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. link1 "Item 8. EXHIBITS"

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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link1 "SIGNATURES"

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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link1 "INDEX TO EXHIBITS"

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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