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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Gtc Biotherapeutics (MM) | NASDAQ:GTCBD | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 2.52 | 0 | 01:00:00 |
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 27, 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
GTC BIOTHERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
Massachusetts | 04-3186494 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
175 Crossing Boulevard, Framingham, Massachusetts | 01702 | |
(Address of Principal Executive Offices) | (Zip Code) |
2002 EQUITY INCENTIVE PLAN (as amended and restated)
(Full title of the plan)
Geoffrey F. Cox
Chairman, Chief Executive Officer and President
GTC Biotherapeutics, Inc.
175 Crossing Boulevard
Framingham, Massachusetts 01702
(Name and address of agent for service)
(508) 620-9700
(Telephone number, including area code, of agent for service)
Copy to:
Nathaniel S. Gardiner, Esq.
Edwards Angell Palmer & Dodge LLP
111 Huntington Avenue
Boston, Massachusetts 02199
(617) 239-0100
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 accelerated filer, large accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Smaller reporting company ¨
CALCULATION OF REGISTRATION FEE
Title of securities to be registered |
Amount to be registered (1) |
Proposed maximum
offering price per share (2) |
Proposed maximum
aggregate offering price |
Amount of
registration fee |
||||
Common Stock, $.01 par value per share (3) |
200,000 shares(4) | $3.45 | $690,000 | $38.51 | ||||
(1) | Pursuant to Rule 416 under the Securities Act of 1933, to the extent additional shares of our Common Stock may be issued or issuable as a result of a stock split or other distribution declared at any time by our Board of Directors while this Registration Statement is in effect, this Registration Statement is hereby deemed to cover all such additional Common Stock. The amount to be registered has been adjusted to reflect a 1 for 10 reverse stock split of the Registrants Common Stock that became effective at 11:59 p.m. on Tuesday, May 26, 2009. |
(2) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h)(1) of the Securities Act of 1933. The price per share and aggregate offering price are based upon the average of the high and low asked prices of the registrants Common Stock on May 26, 2009 as reported on The Nasdaq National Market. The price has been adjusted to reflect a 1 for 10 reverse stock split of the Registrants Common Stock that became effective at 11:59 p.m. on Tuesday, May 26, 2009. |
(3) | Includes associated purchase rights which currently are evidenced by certificate for shares of GTC Biotherapeutics, Inc. Common Stock, and automatically trade with such shares. |
(4) | This Registration Statement registers 200,000 shares not previously registered which are issuable under the Registrants 2002 Equity Incentive Plan, as amended and restated (the 2002 Plan). An aggregate of 450,000 shares issuable under the 2002 Plan have previously been registered under prior registration statements (Registration No. 333-91470 (250,000 shares) and Registration No. 333-117923 (200,000 shares)), as well as (i) 18,723 shares that were previously registered but which may no longer be issued under the Registrants Amended and Restated 1993 Equity Incentive Plan (the 1993 Plan) and were carried forward for issuance under the 2002 Plan; and (ii) 199,116 shares subject to awards previously granted under the 1993 Plan that may expire or terminate unexercised or may be forfeited or settled in a manner that results in fewer shares outstanding than were awarded under the 1993 Plan which were also registered under a prior registration statement (Registration No. 333-117923). All such registered shares have been adjusted to reflect a 1 for 10 reverse stock split of the Registrants Common Stock that became effective at 11:59 p.m. on Tuesday, May 26, 2009. |
STATEMENT REGARDING INCORPORATION BY REFERENCE
FROM EFFECTIVE REGISTRATION STATEMENTS
Pursuant to Instruction E to Form S-8, the contents of GTC Biotherapeutics, Inc.s (GTC) Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the Commission) on June 28, 2002 (File No. 333-91470) relating to the registration of 2,500,000 shares (250,000 after giving effect to a one for ten reverse stock split effected on May 26, 2009) of GTCs Common Stock, $0.01 par value per share (the Common Stock), and August 4, 2004 (File No. 333-117923) relating to the registration of 2,000,000 shares (200,000 after giving effect to a one for ten reverse stock split effected on May 26, 2009) of GTCs Common Stock, plus a number of shares which on or after April 2, 2004, expire or terminate unexercised or are forfeited or settled in a manner that results in fewer shares outstanding than were awarded under the GTCs Amended and Restated 1993 Equity Incentive Plan (such shares were previously registered by a registration statement on Form S-8, filed with the Commission on June 2, 2000, File No. 333-03494 and were carried forward to Registration Statement No. 333-117923), authorized for issuance under GTCs 2002 Equity Incentive Plan (the 2002 Plan), are incorporated by reference in their entirety in this Registration Statement. Pursuant to an amendment to the 2002 Plan adopted by GTCs shareholders on May 27, 2009, the 2002 Plan was increased by 2,000,000 shares of Common Stock (200,000 after giving effect to a one for ten reverse stock split effected on May 26, 2009).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. | Exhibits. |
See Exhibit Index immediately following the signature page.
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 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 Framingham, Commonwealth of Massachusetts, on May 27, 2009.
GTC BIOTHERAPEUTICS, INC. | ||
By: | /s/ Geoffrey F. Cox | |
Geoffrey F. Cox Chairman, Chief Executive Officer and President |
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of GTC Biotherapeutics, Inc., hereby severally constitute and appoint Geoffrey F. Cox and John B. Green, and each of them singly, our true and lawful attorneys-in-fact, with full power to them in any and all capacities, to sign any amendments to this Registration Statement on Form S-8 (including any post-effective amendments thereto), and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all such things in our name and behalf in our capacities as officers and directors to enable GTC Biotherapeutics, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact 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.
Signature |
Title |
Date |
||
/s/ Geoffrey F. Cox Geoffrey F. Cox |
Chairman, Chief Executive Officer and President (Principal Executive Officer) | May 27, 2009 | ||
/s/ John B. Green John B. Green |
Treasurer, Senior Vice President, Finance and Chief Financial Officer (Principal Financial and Accounting Officer) |
May 27, 2009 | ||
/s/ Kenneth A. Bauer Kenneth A. Bauer |
Director | May 27, 2009 | ||
/s/ Robert W. Baldridge Robert W. Baldridge |
Director | May 27, 2009 | ||
Christian Béchon |
Director |
Signature |
Title |
Date |
||
/s/ Francis J. Bullock Francis J. Bullock |
Director | May 27, 2009 | ||
/s/ James A. Geraghty James A. Geraghty |
Director | May 27, 2009 | ||
Mary Ann Gray |
Director | |||
/s/ Michael J. Landine Michael J. Landine |
Director | May 27, 2009 | ||
/s/ Pamela W. McNamara Pamela W. McNamara |
Director | May 27, 2009 | ||
Marvin L. Miller |
Director | |||
/s/ Alan W. Tuck Alan W. Tuck |
Director | May 27, 2009 |
EXHIBIT INDEX
Exhibit
|
Exhibit |
|
4.1 | Restated Articles of Organization of the GTC Biotherapeutics, Inc. (the Company) filed with the Secretary of the Commonwealth of Massachusetts on May 8, 2009. Previously filed as Exhibit 3.1 to the Companys Current Report on Form 8-K (File No. 0-21794) filed on May 13, 2009 and incorporated herein by reference. | |
4.2 | Articles of Amendment to the Restated Articles of Organization of the Company. Filed as Exhibit 3.1 to the Companys Current Report on Form 8-K (File No. 0-21794) filed on May 27, 2009 and incorporated herein by reference. | |
4.3 | By-Laws of the Company, as amended. Filed as Exhibit 3.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended July 4, 1999 (File No. 0-21794) filed on August 18, 1999 and incorporated herein by reference. | |
4.4 | Specimen Common Stock Certificate. Filed as Exhibit 4.1 to the Companys Registration Statement on Form S-1 (File No. 33-62782) and incorporated herein by reference. | |
4.5 | Shareholder Rights Agreement, dated as of May 31, 2001, by and between the Company and American Stock Transfer and Trust Company, as Rights Agent. Filed as Exhibit 4.1 to the Companys Current Report on Form 8-K (File No. 0-21794) filed on June 1, 2001 and incorporated herein by reference. | |
4.6 | Amendment No. 1 to Shareholder Rights Agreement, dated as of December 14, 2006, by and between the Company and American Stock Transfer and Trust Company. Filed as Exhibit 4.1 to the Companys Current Report on Form 8-K (File No. 0-21794) filed on December 20, 2006 and incorporated herein by reference. | |
4.7 | Amendment No. 2 to Shareholder Rights Agreement dated as of December 22, 2008, by and between the Company and American Stock Transfer and Trust Company. Filed as Exhibit 4.1 to the Companys Current Report on Form 8-K (File No. 0-21794) filed on December 24, 2008 and incorporated herein by reference. | |
5.1 | Opinion of Edwards Angell Palmer & Dodge LLP as to the legality of the securities registered hereunder. Filed herewith. | |
23.1 | Consent of PricewaterhouseCoopers LLP, an independent registered public accounting firm. Filed herewith. | |
23.2 | Consent of Edwards Angell Palmer & Dodge LLP. Included in its opinion filed as Exhibit 5.1. | |
24.1 | Power of Attorney (included in the signature page hereto). |
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