ORAGENICS INC — Capital/Financing Update 2009

Nov 13, 2009

S-8 1 v166103_s8.htm Unassociated Document Licensed to: ims@1234 Document Created using EDGARizer 4.0.6.1 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

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)

FLORIDA	59-3410522
(State
or other jurisdiction of incorporation
or organization	(I.R.S.
Employer Identification
No.)

13700 Progress Blvd.,

Alachua, Florida 32615

(386) 418-4018

(Address, including zip code, and telephone number, including area code of registrant’s principal executive offices)

AMENDED AND RESTATED 2002 STOCK OPTION AND INCENTIVE PLAN

(Full Title of the Plans)

David B. Hirsch

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.

| Large
Accelerated Filer ¨ | Accelerated
filer ¨ |
| --- | --- |
| Non-accelerated
filer ¨ (do not check if
a smaller reporting company) | Smaller
reporting company x |

CALCULATION OF REGISTRATION FEE

| TITLE OF
SECURITIES TO BE
REGISTERED(1) | AMOUNT TO BE REGISTERED(2) | PROPOSED MAXIMUM OFFERING PRICE PER SHARE(3) | PROPOSED MAXIMUM AGGREGATE OFFERING PRICE(3) | AMOUNT OF REGISTRATION FEE(3) |
| --- | --- | --- | --- | --- |
| Common
Stock $0.001 Par Value | 7,500,000 shares | $ 0.25 | $ 1,875,000 | $ 105.00 |

(1) The securities to be registered include options and awards to acquire common stock.

(2) This Registration Statement registers 7,500,000 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 Registration Statement on Form S-8 (reg. Nos. 333-150716 and 333-110646 respectively), for a total of 12,500,000 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.

(3) 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 Company’s shares on November 11, 2009, a date within 5 business days prior to the filing of this registration statement.

REGISTRATION OF ADDITIONAL SECURITIES

EXPLANATORY NOTE

This Registration Statement on Form S-8 of Oragenics, Inc. (the “Company”) is being filed to register 7,500,000 additional shares of Company common stock for issuance under the Company’s Amended and Restated 2002 Stock Incentive Plan, (the “Plan”), pursuant to General Instruction E to Form S-8.

The Company’s option 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 Company’s 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 original option 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. These additional 4,000,000 shares that had been added to the Plan were registered ion Form S-8 (Registration No. 333-150716). In 2009 an additional 7.5 million shares were added to the Plan and approved by our shareholders pursuant to a Second Amendment to the Plan. Accordingly, the shares being registered hereby consist of 7,500,000 additional shares of common stock approved by shareholders in 2009.

Pursuant to General Instruction E to Form S-8, the contents of the Registration Statement, on Form S-8 (Nos. 333-110646 and 333-150716), previously filed on November 21, 2003 and July 5, 2008 , respectively 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.

| Exhibit Number | Exhibit
Description |
| --- | --- |
| 4.1 | Oragenics,
Inc. Amended and Restated 2002 Stock Option and Incentive
Plan.(1) |
| 4.2 | First
Amendment to the Amended and Restated 2002 Stock Option and Incentive Plan
(2) |
| 4.3* | Second
Amendment to the Amended and Restated 2002 Stock Option and Incentive
Plan. (3) |
| 5.1 | Opinion
of Shumaker, Loop & Kendrick, LLP, as to the legality of the
securities being registered. |
| 23.1 | Consent
of Independent Registered Public Accounting Firm, Kirkland, Russ, Murphy
& Tapp, P.A. |
| 23.2 | 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. |
| 24.1 | Power
of Attorney (included with the signature page to this Registration
Statement). |

• Document has been previously filed with the Commission and is incorporated by reference.

(1) Filed as Exhibit 10.1 to 10QSB/A filed on September 29, 2006.

| (2) | Filed
as Exhibit 4.2 to Form 8-K filed on April 14, 2008. |
| --- | --- |
| (3) | Filed
as Exhibit 4.3 to Form 8-K filed on October 29,
2009. |

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 Tampa, State of Florida this 13 th day of November, 2009.

| Oragenics,
Inc. | |
| --- | --- |
| By: | /s/
David B. Hirsch |
| | David
B. Hirsch |
| | President,
Chief Executive Officer and Principal
Executive Officer |

POWER OF ATTORNEY

Each of the undersigned officers and directors of Oragenics, Inc., hereby constitutes and appoints David B. Hirsch, 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.

Signature	Title	Date
/s/
David B. Hirsch	President,
Chief Executive Officer and Director	November
13, 2009
David
B. Hirsch
/s/
Brian Bohunicky	Chief
Financial Officer and Principal Accounting Officer	November
13, 2009
Brian
Bohunicky
/s/
Jeffrey D. Hillman	Chief
Scientific Officer and Director	November
13, 2009
Jeffrey
D. Hillman
/s/
Christine L. Koski	Chairman
of the Board and Director	November
13, 2009
Christine
L. Koski
/s/
Robert C. Koski	Director	November
13, 2009
Robert
C. Koski

EXHIBIT INDEX

| Exhibit Number | Exhibit
Description |
| --- | --- |
| 4.1 | Oragenics,
Inc. Amended and Restated 2002 Stock Option and Incentive
Plan.(1) |
| 4.2 | First
Amendment to the Amended and Restated 2002 Stock Option and Incentive Plan
(2) |
| 4.3* | Second
Amendment to the Amended and Restated 2002 Stock Option and Incentive
Plan. (3) |
| 5.1 | Opinion
of Shumaker, Loop & Kendrick, LLP, as to the legality of the
securities being registered. |
| 23.1 | Consent
of Independent Registered Public Accounting Firm, Kirkland, Russ, Murphy
& Tapp, P.A. |
| 23.2 | 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. |
| 24.1 | Power
of Attorney (included with the signature page to this Registration
Statement). |

• Document has been previously filed with the Commission and is incorporated by reference.

(1) Filed as Exhibit 10.1 to 10QSB/A filed on September 29, 2006.

| (2) | Filed
as Exhibit 4.2 to Form 8-K filed on April 14, 2008. |
| --- | --- |
| (3) | Filed
as Exhibit 4.3 to Form 8-K filed on October 29,
2009. |