Securities Registration: Employee Benefit Plan (s-8)
July 27 2018 - 4:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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INTELGENX TECHNOLOGIES CORP.
(Exact name of registrant as specified in its charter)
Delaware
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87-0638336
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(State or other jurisdiction of
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(I.R.S. Employer Identification No.)
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incorporation or organization)
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6420 Abrams, Ville Saint-Laurent, Quebec H4S
1Y2
(Address of principal executive offices)
IntelGenx Technologies Corp. Performance and Restricted
Share Unit Plan
(Full title of plan)
Horst G. Zerbe
President and Chief Executive Officer
IntelGenx Technologies Corp.
6420 Abrams, Ville Saint-Laurent,
Quebec H4S 1Y2
(Name and address of agent for service)
(514) 331-7440
(Telephone number, including
area code, of agent for service)
Copies to:
Richard Raymer
Dorsey
& Whitney LLP
Brookfield Place
161 Bay Street, Suite 4310
Toronto, Ontario Canada M5J 2S1
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated filer. See
definition of Accelerated filer and large accelerated filer in Rule 12b-2 of
the Exchange Act (Check one):
Large Accelerated Filer [ ]
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Accelerated Filer [ ]
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Non-Accelerated Filer [ ]
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Smaller Reporting Company [ X ]
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum
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Proposed Maximum
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Amount of
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Title of Each Class of
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Amount to
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Offering Price Per
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Aggregate Offering
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Registration
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Securities to be Registered
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be Registered
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Share(2)
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Price
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Fee(2)
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Common shares issuable under the IntelGenx
Technologies Corp. Performance and Restricted Share Unit Plan
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1,000,000(1)
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$0.73
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$730,000
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$90.89
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(1)
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Represents the maximum number of common shares of the
Registrant (as hereinafter defined) deliverable upon the redemption of the
Performance Share Units and Restricted Share Units.
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(2)
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The proposed maximum offering price per share and the
registration fee were calculated in accordance with Rule 457(c) and (h)
based on the average high and low prices for the Common Shares on July 24,
2018, as quoted on the OTCQX.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the
purpose of registering common shares (the Common Shares) of IntelGenx
Technologies Corp. (the Registrant or Company) issuable pursuant to the
redemption of performance share units (the PSUs) and restricted share units
(the RSUs, and together with the PSUs, the Awards) under the IntelGenx
Technologies Corp. Performance and Restricted Share Unit Plan dated as of May 8,
2018 (the PRSU Plan).
On May 8, 2018, the Registrants shareholders authorized the
adoption of the PRSU Plan.
This Registration Statement on Form S-8 registers 1,000,000
Common Shares issuable upon the redemption of the Awards under the PRSU
Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
Information required by Part I to be contained in the Section
10(a) prospectus is omitted from the Registration Statement in accordance with
Rule 428 under the Act and Note 1 to Part I of Form S-8.
Item 2
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Registrant Information and Employee Plan
Annual Information
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Information required by Part I to be contained in the Section
10(a) prospectus is omitted from the Registration Statement in accordance with
Rule 428 under the Act and Note 1 to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
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Incorporation Of Documents By Reference.
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The following documents which have been and will in the future
be filed by the Registrant with the SEC are incorporated into this Registration
Statement by reference:
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(a)
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Our Annual Report on Form 10-K for the year ended
December 31, 2017, filed with the SEC on March 29, 2018;
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(b)
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All other reports filed by the Registrant under Section
13(a) or 15(d) of the Securities Exchange Act of 1934 since December 31,
2017.
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(c)
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The description of the Registrants shares of common
stock set forth in the registration statement on Form 10SB12G, and any
amendments thereto, registering the registrants common stock under
Section 12 of the Securities Exchange Act of 1934, which was filed with
the Securities and Exchange Commission on July 28, 2000, including any
amendments or reports filed for the purpose of updating such
description.
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All reports filed pursuant to Section 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the 1934 Act), after
the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference into this Registration Statement and to
be a part hereof from the date of filing of such documents. Unless expressly
incorporated into this Registration Statement, a report furnished but not filed
on Form 8-K under the 1934 Act shall not be incorporated by reference into this
Registration Statement. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained in any subsequently filed document which also
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4
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Description of Securities.
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Not applicable.
Item 5
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Interests of Named Experts and Counsel.
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Not applicable.
Item 6
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Indemnification of Directors and
Officers.
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Under Section 145(a) of the General Corporation Law of
Delaware, we may indemnify any of our officers or directors in any action other
than actions by or in the right of our company, whether civil, criminal,
administrative or investigative, if such director or officer acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of our company, and, with respect to any criminal action or
proceedings if such director or officer has no reasonable cause to believe his
conduct was unlawful. Under Section 145(b), we may indemnify any of our officers
or directors in any action by or in the right of our company against expenses
actually and reasonably incurred by him in the defense or settlement of such
action if such officer or director acted in good faith and in a manner he reasonably believed to be in or not opposed
to our best interest, except where such director or officer shall have been
adjudged to be liable for negligence or misconduct in the performance of his
duty to us, unless, on application, the Court of Chancery or the court in which
such action or suit was brought shall determine that, despite the adjudication
of liability, such person in view of all the circumstances is fairly and
reasonably entitled to indemnity for such expenses as the court shall deem
proper. Section 145(c) provides for mandatory indemnification of officers or
directors who have been successful on the merits or otherwise in the defense of
any action, suit or proceeding referred to in subsections (a) and (b). Section
145(d) authorizes indemnification under subsections (a) and (b) in specific
cases if approved by our board of directors or stockholders upon a finding that
the officer or director in question has met the requisite statutory standards of
conduct. Section 145(g) empowers us to purchase insurance coverage for any
director, officer, employee or agent against any liability incurred by him in
his capacity as such, whether or not we would have the power to indemnify him
under the provisions of the Delaware General Corporation Law. The foregoing is
only a summary of the described sections of the Delaware General Corporation Law
and is qualified in its entirety by reference to such sections. Our bylaws
provide that we shall indemnify each of our officers and directors to the
fullest extent permitted by applicable law. Our certificate of incorporation
also provides that, to the fullest extent permitted by the Delaware General
Corporation Law, our directors shall not be liable to us or our stockholders for
monetary damages for breach of fiduciary duty as a director.
Item 7
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Exemption from Registration Claimed.
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Not applicable.
(a) The
Registrant hereby undertakes:
(1) To file, during any period in
which offers or sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus
required by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus
any facts or events arising after the effective date of this registration
statement (or the most recent post-effective amendment hereof) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement;
(iii) To include any material
information with respect to the plan of distribution not previously disclosed in
this Registration Statement or any material change to such information in this
Registration Statement;
provided, however,
that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed with
or furnished to the SEC by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference into this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in such Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
SIGNATURES
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 Ville Saint-Laurent, Province of Quebec, on July 27,
2018.
INTELGENX TECHNOLOGIES CORP.
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/s/
Horst G. Zerbe
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Name:
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Dr. Horst G. Zerbe
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Title:
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President, Chief Executive Officer and Director
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(Principal Executive Officer)
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/s/
Andre Godin
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Name:
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Andre Godin
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Title:
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Executive Vice President and Chief Financial
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Officer
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(Principal Accounting and Financial Officer)
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints Horst G. Zerbe his true and lawful attorney in fact and agent, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any or all amendments
(including post effective amendments) to the Registration Statement, and to sign
any registration statement for the same offering covered by this Registration
Statement that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and all post effective amendments thereto,
and to file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, each acting alone, or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature
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Title
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Date
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/s/ Horst G. Zerbe
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President, Chief Executive Officer and Director
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July 27, 2018
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(Principal Executive Officer)
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Horst G. Zerbe
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/s/ Andre Godin
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Chief Financial Officer
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July 27, 2018
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Andre Godin
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(Principal Accounting and Financial Officer)
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/s/ J. Bernard Boudreau
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Director
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July 27, 2018
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J. Bernard Boudreau
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/s/ John S. Marinucci
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Director
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July 27, 2018
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John S. Marinucci
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/s/ Bernd J. Melchers
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Director
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July 27, 2018
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Bernd J. Melchers
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/s/Clemens Mayr
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Director
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July 27, 2018
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Clemens Mayr
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/s/ Mark Nawacki
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Director
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July 27, 2018
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Mark Nawacki
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