Securities Registration: Employee Benefit Plan (s-8)
December 19 2018 - 5:03PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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
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Incorporation or organization)
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Identification No.)
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6420 Abrams
Saint Laurent, Quebec
H4S 1Y2,
Canada
Telephone (514) 331-7440
(Address
of principal executive
offices)
AMENDED INTELGENX TECHNOLOGIES CORP.
2016
STOCK OPTION PLAN
(Full title of the Plan)
Horst Zerbe
President and Chief Executive Officer
IntelGenx Technologies Corp,
6420 Abrams, Quebec, H4S 1Y2
(514) 331-7440
(Name, address and telephone
number, including area code, of agent for service)
Copy to:
Richard Raymer
Dorsey & Whitney
LLP
TD Canada Trust Tower
Brookfield Place, 161 Bay Street,
Suite 4310
Toronto, Ontario M5J 2S1 Canada
Tel: (416)
367-7388
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 definition of large accelerated filer, accelerated
filer and smaller reporting company 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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(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
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Amount to
be
registered (1)
(2)
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Proposed
maximum
offering price
per share (3)
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Proposed
maximum
aggregate
offering price
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Amount of
registration fee
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Common Stock, par value $.00001 per share
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2,986,222
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$0.54
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$1,612,560
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$196
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(1)
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Pursuant to Rule 416(a), this Registration Statement also
covers additional securities that may be offered as a result of stock
splits, stock dividends, or similar transactions relating to the shares
covered by this registration statement.
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(2)
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IntelGenx Technologies Corps amended 2016 Stock Option
Plan (the Amended 2016 Plan) authorizes the issuance of a maximum of
9,347,747 shares of common stock, of which 1,331,233 were previously
registered on August 3, 2016 pursuant to IntelGenx Technologies Corps
2016 Stock Option Plan (the 2016 Plan) on Form S-8 File No. 333-212860,
of which 1,600,749 shares were previously registered under the 2006 Stock
Option Plan on Forms S-8, File No. 333-138857, filed on November 21, 2006
and 1,707,378 were registered on Form S-8, File No. 333-170604, filed on
November 15, 2010 and 1,722,165 were previously registered under the
Amended 2006 Plan on May 22, 2014 on Form S-8 File No. 333-196165. The
contents of such prior registration statements are incorporated by
reference herein. This registration statement registers an additional
2,986,222 shares of common stock under the Amended 2016 Plan.
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(3)
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Estimated solely for the purpose of determining the
registration fee pursuant to Rule 457(c) and (h) and based upon the
average low and high sales prices of the registrants shares of common
stock on December 14, 2018, as reported on the
OTCQX.
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INCORPORATION OF CONTENTS OF REGISTRATION STATEMENT BY
REFERENCE
The registration statement on Forms S-8 (File No. 333-138857)
was filed with the Securities and Exchange Commission on November 21, 2006
covering the registration of 1,600,749 shares previously authorized for issuance
under IntelGenx Technologies Corps 2006 Stock Option Plan and 1,707,378
additional shares were registered on Form S-8, File No. 333-170604, filed on
November 15, 2010, and 1,722,165 additional shares were registered on Form S-8,
File No. 333-196165 filed on May 22, 2014 pursuant to the Amended 2006 Plan, and
1,331,233 additional shares were registered on Form S-8, File No. 333-212860
filed on August 3, 2016 pursuant to the 2016 Plan. Pursuant to Rule 429 and
General Instruction E of Form S-8, this registration statement is being filed to
register an additional 2,986,222 shares authorized under the Amended 2016 Plan.
This registration statement should also be considered a post-effective amendment
to the prior registration statements. The contents of the aforementioned
registration statements are incorporated herein by reference.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
This information is not required to be filed with this
Registration Statement on Form S-8 (the Registration Statement).
Item 2. Registrant Information and Employee Plan Annual
Information.
This information is not required to be filed with this
Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by IntelGenx Technologies Corps
(the Registrant) with the Securities and Exchange Commission are hereby
incorporated herein by reference:
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(a)
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Annual Report on Form 10-K for the fiscal year ended
December 31, 2017, filed on March 29, 2018;
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(b)
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Quarterly Reports on Form 10-Q for the quarter ended
September 30, 2018, filed on November 8, 2018, the quarter ended June 30,
2018, filed on August 9, 2018, and for the quarter ended March 31, 2018,
filed on May 10, 2018;
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(c)
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Current Reports on Form 8-K filed on January 26, 2018,
May 10, 2018, October 17, 2018, October 22, 2018, and December 18, 2018;
and
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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, and the
Registrants current report on Form 8-K filed on December 18, 2018, and
any amendments or reports filed for the purpose of updating such
description.
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All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
Any statement contained in a document incorporated by reference
or deemed to be incorporated by reference in this Registration Statement shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained in this Registration
Statement or in any other subsequently filed document that is also deemed to be
incorporated by reference in this Registration Statement modifies or supersedes
the 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. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
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. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
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Description
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4.1
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2006 Stock Option Plan (incorporated by reference from
the Registrants Form S-8 filed on November 21, 2006, File No. 333-138857)
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4.2
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Amended and Restated 2006 Stock Option Plan (May 29,
2008) (incorporated by reference from Exhibit 10.24 of the Registrants
Form 10-K filed March 25, 2009)
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4.3
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Amended and Restated 2006 Stock Option Plan (June 3,
2010) (incorporated by reference from the Registrants Form S-8, File No.
333-170604, filed on November 15, 2010)
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4.4
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Amended and Restated 2006 Stock Option Plan (May 7, 2013)
(incorporated by reference from the Registrants Form S-8, File No.
333-196165, filed on May 22, 2014)
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4.5
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2016 Stock Option Plan (August 3, 2016) (incorporated by
reference from the Registrants Form S-8, File No. 333-212860, filed on
August 3, 2016)
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4.6
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Amended 2016 Stock Option Plan (
filed herewith
)
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5.1
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Opinion of Dorsey and Whitney LLP
(filed herewith)
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23.1
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Consent of Independent Registered Public Accounting Firm
Richter LLP
(filed
herewith)
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23.3
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Consent of Dorsey and Whitney LLP (included in Exhibit
5.1)
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24.1
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Power of Attorney (included on signature page hereof)
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Item 9. Undertakings.
(a) The undersigned
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 thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
this registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and prices represent no more than 20 percent change in the maximum aggregate
offering price set forth in the Calculation of Registration Fee table in the
effective Registration Statement;
(iii) To include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the 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 periodic reports
filed by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
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; and
(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 registrants annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit plans annual
report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference into 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 Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 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
connected 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 has duly caused this Registration Statement on Form S-8 to be signed
on its behalf by the undersigned, thereunto duly authorized in the City of Ville
St- Laurent, Province of Quebec, on December 19, 2018.
INTELGENX TECHNOLOGIES CORP.
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By:
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/s/ Horst G. Zerbe
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Name: Dr. Horst G. Zerbe
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Title: President, Chief Executive
Officer and
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Chairman of the Board
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(Principal Executive Officer)
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By:
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/s/
Andre Godin
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Name: Andre Godin
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Title:
Executive Vice President and
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Chief Financial 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 Chairman
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December 19, 2018
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Horst G. Zerbe
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of the Board
(Principal Executive Officer)
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/s/ Andre
Godin
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Executive VP and Chief Financial
Officer
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December 19, 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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December 19, 2018
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J. Bernard Boudreau
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/s/ John
Marinucci
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Director
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December 19, 2018
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John Marinucci
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/s/ Bernd J.
Melchers
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Director
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December 19, 2018
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Bernd J. Melchers
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/s/ Clemens
Mayr
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Director
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December 19, 2018
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Clemens Mayr
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/s/ Mark
Nawacki
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Director
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December 19, 2018
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Mark Nawacki
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INDEX TO EXHIBITS
Exhibit
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Description
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4.1
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2006 Stock Option Plan (incorporated by reference from
the Registrants Form S-8 filed on November 21, 2006, File No. 333-138857)
|
|
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4.2
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Amended and Restated 2006 Stock Option Plan (May 29,
2008) (incorporated by reference from Exhibit 10.24 of the Registrants
Form 10-K filed March 25, 2009)
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4.3
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Amended and Restated 2006 Stock Option Plan (June 3,
2010) (incorporated by reference from the Registrants Form S-8, File No.
333-170604, filed on November 15, 2010)
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|
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4.4
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Amended and Restated 2006 Stock Option Plan (May 7, 2013)
(incorporated by reference from the Registrants Form S-8, File No.
333-196165, filed on May 22, 2014)
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4.5
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2016 Stock Option Plan (August 3, 2016) (incorporated by
reference from the Registrants Form S-8, File No. 333-212860, filed on
August 3, 2016)
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4.6
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Amended 2016 Stock Option Plan (
filed herewith
)
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5.1
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Opinion of Dorsey and Whitney LLP
(filed herewith)
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23.1
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Consent of Independent Registered Public Accounting Firm
Richter LLP
(filed
herewith)
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23.3
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Consent of Dorsey and Whitney LLP (included in Exhibit
5.1)
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24.1
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Power of Attorney (included on signature page hereof)
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