As filed with the Securities and Exchange Commission on June 5, 2007
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IOMAI CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
52-2049149
(I.R.S. Employer Identification Number)
20 Firstfield Road, Gaithersburg, Maryland 20878
(Address of Principal Executive Offices)
Iomai Corporation 2005 Incentive Plan
(Full Title of the Plans)
Russell P. Wilson, Esq.
Senior Vice President, Chief Financial Officer and General Counsel
Iomai Corporation
20 Firstfield Road, Suite 250
Gaithersburg, Maryland 10878
(Name and Address of Agent for Service)
(301) 556-4537
(Telephone Number, Including Area Code for Agent for Service)
Please send copies of all communications to:
Paul M. Kinsella
Ropes & Gray LLP
One International Place
Boston, Massachusetts 02110
(617) 951-7000
CALCULATION OF REGISTRATION FEE
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| |
|
|
|
|
|
|
Proposed Maximum |
|
|
Proposed |
|
|
Amount of |
|
| |
Title of Securities to be |
|
|
Amount to be |
|
|
Offering Price Per |
|
|
Maximum Aggregate |
|
|
Registration |
|
| |
Registered |
|
|
Registered (1) |
|
|
Share (2) |
|
|
Offering Price (2) |
|
|
Fee |
|
| |
Common Stock, $0.01 par value
per share |
|
|
850,000 |
|
|
$2.15 |
|
|
$1,823,250.00 |
|
|
$55.97 |
|
| |
| |
|
|
|
| (1) |
|
This Registration Statement covers an aggregate of 850,000 shares of the Registrant’s
common stock, par value $0.01 per share (the “Common Stock”), that may be issued pursuant to
awards granted under the equity plan identified above (the “Plan”). In addition, pursuant to
Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act of 1933”) this
Registration Statement also covers such additional shares of Common Stock as may be issued
pursuant to the antidilution provisions of the Plan to which this Registration Statement
relates. |
| |
| (2) |
|
Pursuant to Rules 457(c) and 457(h)(1) under the Securities Act of 1933, the proposed maximum
offering price per share and the maximum aggregate offering price for the shares have been
calculated solely for the purpose of computing the registration fee on the basis of the
average high and low prices of the Common Stock as reported by the Nasdaq National Market on
June 4, 2007 to be $2.20 and $2.09, respectively. |
EXPLANATORY NOTE
The Registrant increased the number of shares of its Common Stock available for issuance under
its 2005 Incentive Plan by 850,000 shares. Pursuant to Instruction E to Form S-8, the Registrant
incorporates by reference into this Registration Statement the entire contents of its Registration
Statement on Form S-8 (File No. 333-131693) filed with the Securities and Exchange Commission (the
“Commission”) on February 9, 2006 and its Registration Statement on Form S-8 (File No. 333-141097)
filed with the Commission on March 6, 2007.
2
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 on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Gaithersburg, Maryland, on June 5, 2007.
| |
|
|
|
|
| |
IOMAI CORPORATION
|
|
| |
By: |
/s/ Stanley C. Erck
|
|
| |
|
Stanley C. Erck |
|
| |
|
Chief Executive Officer |
|
| |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Stanley C. Erck and
Russell P. Wilson, and each of them singly, his true and lawful attorneys-in-fact and agents with
full power of substitution and resubstitution, for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments (including post-effective amendments) to this
registration statement on Form S-8 and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and
agents full power and authority to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their 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 on
Form S-8 has been signed by the following persons in the capacities identified and on June 5, 2007:
| |
|
|
| Signature |
|
Title |
|
|
|
/s/ Stanley C. Erck
Stanley C. Erck
|
|
Director, President, Chief Executive Officer, Treasurer
(Principal Executive Officer) |
|
|
|
/s/ Russell P. Wilson
Russell P. Wilson
|
|
Senior Vice President, Chief Financial Officer, General Counsel
(Principal Financial and Accounting Officer) |
|
|
|
/s/ Thomas Martin Vernon, Jr.
|
|
Director |
Thomas Martin Vernon, Jr., M.D. |
|
|
|
|
|
|
|
Director |
F. Weller Meyer |
|
|
|
|
|
|
|
Director |
R. Gordon Douglas, Jr., M.D. |
|
|
|
|
|
|
|
Director |
Richard Douglas, Ph.D. |
|
|
|
|
|
|
|
Director |
M. James Barrett, Ph.D. |
|
|
II-1