SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
V.I. Technologies, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 11-3238476
(State or Other Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
134 Coolidge Avenue, Watertown, Massachusetts 02472
(Address of Principal Executive Offices)
1998 DIRECTOR STOCK OPTION PLAN
(Full Title of the Plan)
John R. Barr
President and Chief Executive Officer
V.I. Technologies, Inc.
134 Coolidge Avenue
Watertown, MA
(617) 926-1551
(Name, Address and Telephone Number of Agent for Service)
with copies to:
Steven N. Farber, Esq.
Palmer & Dodge LLP
111 Huntington Avenue
Boston, Massachusetts 02199
(617) 239-0100
CALCULATION OF REGISTRATION FEE
===================================================================================================================
Proposed maximum Proposed maximum
Title of securities to be Amount to be offering price per aggregate offering Amount of
registered registered(1)(2) share(3) price(3) registration fee
-------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value 100,000 shares $6.86 $686,000 $163.83
===================================================================================================================
(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 which may be declared at any time by
the Board of Directors while this registration statement is in effect, this
registration statement is hereby deemed to cover all such additional shares
of common stock
(2) This registration statement registers an additional 100,000 shares issuable
under our 1998 Director Stock Option Plan. We have previously registered
150,000 shares under this Plan (File Nos. 333-87625 and 333-62925).
(3) Estimated solely for the purpose of determining the registration fee and
computed pursuant to Rules 457(c) and 457(h) based upon the average of the
high and low prices on December 18, 2001 as reported by the Nasdaq National
Market.
Statement Regarding Incorporation By Reference From Effective
Registration Statement.
Pursuant to Instruction E to Form S-8, the contents of the Registrant's
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission (the "Commission") on September 4, 1998 (File No. 333-62925) relating
to the registration of 89,445 shares of the Registrant's common stock, $0.01 par
value per share (the "Common Stock") and the Registrant's Registration Statement
on Form S-8 filed with the Commission on September 23, 1999 (File No. 333-87625)
relating to the registration of 60,555 shares of the Registrant's Common Stock,
authorized for issuance pursuant to the Registrant's 1998 Director Stock Option
Plan (the "Plan"), are incorporated by reference in their entirety in this
Registration Statement. This Registration Statement provides for the
registration of an additional 100,000 shares of the Registrant's Common Stock to
be issued pursuant to the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
See Exhibit Index on page 6.
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 town of Watertown, Commonwealth of Massachusetts, on December
19, 2001.
V. I. TECHNOLOGIES, INC.
By: /s/ John R. Barr
-------------------------------------
John R. Barr
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of the Company, hereby
severally constitute and appoint John R. Barr and Thomas T. Higgins, and each of
them singly, our true and lawful attorneys, with full power to them in any and
all capacitates, to sign any amendments to this Registration Statement on Form
S-8 (including pre-and post-effective amendments and registration statements
filed pursuant to Rule 462(b) under the Securities Act), and to file the same,
with exhibits thereto and other documents in connection therewith, with 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 of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
President, Chief Executive Officer and December 19, 2001
/s/ John R. Barr Director (Principal Executive Officer)
------------------------------------
John R. Barr
/s/ Samuel K. Ackerman, M.D. Chairman of the Board of Directors December 19, 2001
------------------------------------
Samuel K. Ackerman, M.D.
/s/ Thomas T. Higgins Chief Financial Officer (Principal Financial December 19, 2001
------------------------------------
Thomas T. Higgins and Accounting Officer)
/s/ David Tendler Director December 19, 2001
------------------------------------
David Tendler
/s/ Doros Platika, M.D. Director December 19, 2001
------------------------------------
Doros Platika, M.D.
Signature Title Date
/s/ Joseph M. Limber Director December 19, 2001
------------------------------------
Joseph M. Limber
/s/ Richard A. Charpie, Ph.D. Director December 19, 2001
------------------------------------
Richard A. Charpie, Ph.D.
/s/ Irwin Lerner Director December 19, 2001
------------------------------------
Irwin Lerner
/s/ Jeremy Hayward-Surry Director December 19, 2001
------------------------------------
Jeremy Hayward-Surry
/s/ Peter D. Parker Director December 19, 2001
------------------------------------
Peter D. Parker
/s/ Damion E. Wicker, M.D. Director December 19, 2001
------------------------------------
Damion E. Wicker, M.D.
Exhibit Index
Exhibit Number Description of Exhibit
-------------- ----------------------
4.2 Certificate of Amendment of Restated Certificate of
Incorporation, dated November 12, 1999, filed as
Exhibit 3.2 to the Registrant's Annual Report on Form
10-K for the year ended December 30, 2000, and
incorporated herein by reference.
4.3 Certificate of Amendment of Restated Certificate of
Incorporation, dated May 30, 2001, filed as Exhibit 3.3
to the Registrant's Registration Statement on Form S-3
dated March 22, 2001, as amended on June 4, 2001
(Registration Statement No. 333-57418) and incorporated
herein by reference.
4.4 Amended and Restated By-laws of the Company, filed as
Exhibit 3.3 to the Registrant's Registration Statement
on Form S-3 dated March 22, 2001, as amended on June 4,
2001 (Registration Statement No. 333-57418) and
incorporated herein by reference.
5.1 Opinion of Palmer & Dodge LLP.
23.1 Consent of KPMG LLP, Independent Auditors.
23.2 Consent of Palmer & Dodge LLP. Included in Exhibit 5.1.
24 Power of Attorney. Contained on the signature page
hereto.
99.1 1998 Director Stock Option Plan, as amended. Filed
herewith.