As filed with the Securities and Exchange Commission on December 18, 2001
Registration No. 333-____________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
--------------------
DOR BIOPHARMA, INC.
(Exact name of registrant as specified in its charter)
Delaware 41-1505029
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
28101 Ballard Drive, Suite F, Lake Forest, Illinois 60045
(Address of principal executive offices) (Zip Code)
--------------------
DOR BioPharma, Inc. Amended and Restated 1995 Omnibus Incentive Plan
(Full title of the Plans)
--------------------
Steve J. Koulogeorge
Controller
DOR BioPharma, Inc.
28101 Ballard Drive, Suite F, Lake Forest, Illinois 60045
(Name and address of agent for service)
(847) 573-8990
(Telephone number, including area code, of agent for service)
--------------------
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Proposed Maximum Proposed Maximum
Amount to be Offering Price Per Share Aggregate Offering Price Amount of
Title of Securities to be Registered Registered(1) (2) (2) Registration Fee
------------------------------------ ------------- ------------------------ ------------------------ ----------------
Amended and Restated 1995 Omnibus
-------
Incentive Plan
--------------
Common Stock, par value $.001 2,165,664 shares $1.03 $2,230,634 $534
(1) This Registration Statement shall also cover any additional shares of the
Registrant's Common Stock which become issuable under the Registrant's
Amended and Restated 1995 Omnibus Incentive Plan by reason of any stock
dividend, stock split, recapitalization or other similar transaction
effected without the Registrant's receipt of consideration which results in
an increase in the number of the outstanding shares of Registrant's Common
Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the high
and low selling prices per share of the Registrant's Common Stock on
December 13, 2001 as reported by the American Stock Exchange.
Pursuant to General Instruction E to Form S-8, this
Registration Statement on Form S-8 registers the offer and sale of an additional
2,165,664 shares of Common Stock of the Registrant for issuance under the
Amended and Restated 1995 Omnibus Incentive Plan. The contents of the prior
Registration Statement relating to such Plan, Filing No. 333-69286, is
incorporated herein by reference.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
---------------------------------------
DOR BioPharma, Inc. (f/k/a Endorex Corporation, the
"Registrant") hereby incorporates by reference into this Registration Statement
the following documents previously filed with the Securities and Exchange
Commission (the "Commission"):
(a) The Registrant's Quarterly Report on Form 10-QSB for the
quarter ending September 30, 2001 filed with the Commission on
November 14, 2001.
(b) The Registrant's Registration Statement No. 333-69286 on Form
S-8 filed with the Commission on September 12, 2001.
(c) The Registrant's Quarterly Report on Form 10-QSB for the
quarter ending June 30, 2001 filed with the Commission on
August 14, 2001.
(d) The Registrant's Current Report on Form 8-K filed with the
Commission on December 14, 2001.
(e) The Registrant's Current Report on Form 8-K filed with the
Commission on August 1, 2001.
(f) The Registrant's Quarterly Report on Form 10-QSB for the
quarter ending March 31, 2001 filed with the Commission on May
14, 2001.
(g) The Registrant's Amendment to the Annual Report on Form 10-KSB
for the fiscal year ended December 31, 2000 filed with the
Commission on April 30, 2001.
(h) The Registrant's Amendment to the Annual Report on Form 10-KSB
for the fiscal year ended December 31, 2000 filed with the
Commission on April 24, 2001.
(i) The Registrant's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 2000 filed with the Commission on
April 2, 2001.
(j) The Registrant's Registration Statement No. 000-16929 on Form
8-A filed with the SEC on July 8, 1992 pursuant to Section 12
of the Securities Exchange Act of 1934, as amended (the "1934
Act"), in which there is described the terms, rights and
provisions applicable to the Registrant's outstanding Common
Stock.
All reports and definitive proxy or information statements
filed pursuant to Section 13(a), 13(c), 14 and 15(d) of 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 de-registers 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. Any statement contained 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 herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so
II-1
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 8. Exhibits
--------
Exhibit Number Exhibit
-------------- -------
4.1 Instruments Defining Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 000-16929
on Form 8-A, as amended, together with the exhibits
thereto, which is incorporated herein by reference
pursuant to Item 3(b) of this Registration Statement
5.1 Opinion and consent of Brobeck, Phleger & Harrison LLP
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Accountants
23.2 Consent of Ernst & Young LLP, Independent Auditors
23.3 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.1
24.0 Power of Attorney. Reference is made to page II-3 of this
Registration Statement
99.1 DOR BioPharma, Inc. Amended and Restated 1995 Omnibus
Incentive Plan (as of September 21, 2001)
99.2* Form of Notice of Grant of Stock Option
99.3* Form of Stock Option Agreement
99.4* Form of Addendum to Stock Option Agreement (Limited Stock
Appreciation Right)
99.5* Form of Addendum to Stock Option Agreement (Involuntary
Termination Following Corporate Transaction/Change in
Control)
99.6* Form of Notice of Grant of Automatic Stock Option (Initial
Grant)
99.7* Form of Notice of Grant of Automatic Stock Option (Annual
Grant)
99.8* Form of Automatic Stock Option Agreement
*Exhibits 99.2 through 99.8 are incorporated herein by reference to the Exhibits
of the same number filed with the Registrant's Registration Statement No.
333-64035 on Form S-8 which was filed with the Commission on September 23, 1998.
II-2
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 Lake Forest, State of Illinois on
December 18, 2001.
DOR BIOPHARMA, INC.
By: /s/ Colin Bier
---------------------------------------
Colin Bier
Chief Executive Officer and Director
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of DOR BioPharma,
Inc. (f/k/a Endorex Corporation), a Delaware corporation, do hereby constitute
and appoint Michael S. Rosen and/or Steve J. Koulogeorge, the lawful
attorneys-in-fact and agents with full power and authority to do any and all
acts and things and to execute any and all instruments which said attorneys and
agents determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any rules
or regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and the undersigned hereby ratifies and confirms that said
attorneys and agents shall do or cause to be done by virtue hereof. This Power
of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
------------------------------------- --------------------------------------------- ---------------------
/s/ Colin Bier Chief Executive Officer and Director December 18, 2001
---------------------------------
Colin Bier
/s/ Michael S. Rosen President and Director December 18, 2001
---------------------------------
Michael S. Rosen (Principal Executive Officer)
II-3
Signature Title Date
------------------------------------ ----------------------------------------------- --------------------
/s/ Steve J. Koulogeorge Controller December 18, 2001
----------------------------------
Steve J. Koulogeorge (Principal Financial and Accounting Officer)
/s/ Richard Dunning Director December 18, 2001
---------------------------------
Richard Dunning
Director December 18, 2001
----------------------------------
Steve H. Kanzer
/s/ Paul D. Rubin Director December 18, 2001
----------------------------------
Paul D. Rubin
Director December 18, 2001
--------------------------------
Kenneth Tempero
Director December 18, 2001
--------------------------------
Steven Thornton
/s/ Guy Rico Director December 18, 2001
---------------------------------
Guy Rico
/s/ Peter Kliem Director December 18, 2001
--- ------------------------------
Peter Kliem
II-4
EXHIBIT INDEX
Exhibit Number Exhibit
-------------- -------
4.1 Instruments Defining Rights of Stockholders. Reference
is made to Registrant's Registration Statement No.
000-16929 on Form 8-A, as amended, together with the
exhibits thereto, which is incorporated herein by
reference pursuant to Item 3(b) of this Registration
Statement
5.1 Opinion and consent of Brobeck, Phleger & Harrison LLP
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Accountants
23.2 Consent of Ernst & Young LLP, Independent Auditors
23.3 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.1
24.1 Power of Attorney. Reference is made to page II-3 of this
Registration Statement
99.1 DOR BioPharma, Inc. Amended and Restated 1995 Omnibus
Incentive Plan (as of September 21, 2001)
99.2* Form of Notice of Grant of Stock Option
99.3* Form of Stock Option Agreement
99.4* Form of Addendum to Stock Option Agreement (Limited Stock
Appreciation Right)
99.5* Form of Addendum to Stock Option Agreement (Involuntary
Termination Following Corporate Transaction/Change in
Control)
99.6* Form of Notice of Grant of Automatic Stock Option (Initial
Grant)
99.7* Form of Notice of Grant of Automatic Stock Option (Annual
Grant)
99.8* Form of Automatic Stock Option Agreement
*Exhibits 99.2 through 99.8 are incorporated herein by reference to the
Exhibits of the same number filed with the Registrant's Registration
Statement No. 333-64035 on Form S-8 which was filed with the Commission on
September 23, 1998.