As filed with the Securities and Exchange Commission on July 23, 2003
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GERON CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 75-2287752
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
230 Constitution Drive
Menlo Park, California 94025
(Addresses of Principal Executive Offices including Zip Codes)
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1996 EMPLOYEE STOCK PURCHASE PLAN
1996 DIRECTORS' STOCK OPTION PLAN
(Full Title of the Plans)
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Thomas B. Okarma Copy to:
President and Chief Executive Officer Alan C. Mendelson, Esq.
Geron Corporation Latham & Watkins LLP
230 Constitution Drive 135 Commonwealth Drive
Menlo Park, California 94025 Menlo Park, California 94025
(650) 473-7700 (650) 328-4600
(Name and Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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Proposed
Proposed Maximum
Amount Maximum Aggregate
to be Offering Price Offering Price Amount of
Title of Securities to be Registered Registered (1)(2) Per Share (3) (3) Registration Fee
------------------------------------------- ------------------ ----------------- ----------------- -----------------
Common Stock, $0.001 par value per share,
issuable under the 1996 Employee Stock
Purchase Plan (4)...................... 300,000 $7.95 $2,385,000 $192.95
------------------------------------------- ------------------ ----------------- ----------------- -----------------
Common Stock, $0.001 par value per share,
issuable under the 1996 Directors' Stock
Option Plan (4) ....................... 500,000 $7.95 $3,975,000 $321.58
------------------------------------------- ------------------ ----------------- ----------------- -----------------
Total.................................. 800,000 $7.95 $6,360,000 $514.53
------------------------------------------- ------------------ ----------------- ----------------- -----------------
(1) The 1996 Employee Stock Purchase Plan (the "Employee Plan") authorizes the
issuance of 600,000 shares of common stock, par value $0.001 per share (the
"Common Stock"), of Geron Corporation (the "Company"), of which 300,000
shares are being registered hereunder. The 1996 Directors' Stock Option
Plan (the "Directors' Plan") authorizes the issuance of 1,000,000 shares of
Common Stock of the Company, of which 500,000 shares are being registered
hereunder
(2) This registration statement shall also cover any additional shares of
Common Stock which become issuable under the Employee Plan and the
Directors' Plan by reason of any stock dividend, stock split,
recapitalization or any other similar transaction effected without the
receipt of consideration which results in an increase in the number of the
outstanding shares of the Company's Common Stock.
(3) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(h) and (c) under the Securities Act of 1933, as
amended (the "Securities Act of 1933"), and is based on the average ($7.95)
of the high ($8.36) and low ($7.54) sales price of the Common Stock, as
reported on the Nasdaq National Market on July 22, 2003.
(4) Each share of Common Stock being registered hereunder, if issued prior to
the termination the Company of its Rights Agreement dated as of July 20,
2001, will include one preferred share purchase right. Prior to the
occurrence of certain events, the preferred share purchase rights will not
be exercisable or evidenced separately from the Common Stock.
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Proposed sale to take place as soon after the effective date of the registration
statement as options granted under the Employee Plan and the Directors' Plan are
exercised.
Total Pages 6
Exhibit Index on Page 4
1
Registration of Additional Securities
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By a Registration Statement on Form S-8 filed with the Commission on
September 23, 1996, Registration No. 333-12487, the Company initially registered
300,000 shares of Common Stock of the Company reserved for issuance from time to
time in connection with the Employee Plan. The Employee Plan authorizes the
issuance of 600,000 shares of Common Stock. Under this Registration Statement,
the Company is registering the additional 300,000 of Common Stock issuable under
the Employee Plan. By a Registration Statement on Form S-8 filed with the
Commission on September 23, 1996, Registration No. 333-12487, the Company
initially registered 250,000 shares of Common Stock of the Company reserved for
issuance from time to time in connection with the Directors' Plan. By a
Registration Statement on Form S-8 filed with the Commission on December 23,
1999, Registration No. 333-93527, the Company registered an additional 250,000
shares of Common Stock of the Company reserved for issuance from time to time in
connection with the Directors' Plan. The Directors' Plan authorizes the issuance
of 1,000,000 shares of Common Stock. Under this Registration Statement, the
Company is registering the additional 500,000 of Common Stock issuable under the
Directors' Plan. The contents of the prior Registration Statements are
incorporated by reference herein to the extent not modified or superseded
thereby or by any subsequently filed document which is incorporated by reference
herein or therein.
Item 8. Exhibits
--------
A list of exhibits filed with this registration statement is set forth
in the Exhibit Index on page 4 and is incorporated herein by reference.
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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Menlo Park, State of California, on July 23, 2003.
GERON CORPORATION
By: /s/ David L. Greenwood
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David L. Greenwood
Senior Vice President and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Thomas B. Okarma, David L. Greenwood and William
D. Stempel, and each of them, his true and lawful attorneys-in-fact and agents,
each 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, 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,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in order to effectuate the same as
fully, to all intents and purposes, as he might or could do in person, hereby
ratifying and confirming all that each of said attorneys-in-fact and agents, or
any of them, 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 indicated as of July 23, 2003.
Signature Title
/s/ Thomas B. Okarma President, Chief Executive Officer and Director
------------------------------------------ (Principal Executive Officer)
Thomas B. Okarma
/s/ David L. Greenwood Senior Vice President and Chief Financial Officer
------------------------------------------ (Principal Financial and Accounting Officer)
David L. Greenwood
/s/ Alexander E. Barkas Director
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Alexander E. Barkas
/s/ Edward V. Fritzky Director
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Edward V. Fritzky
/s/ Thomas D. Kiley Director
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Thomas D. Kiley
/s/ Robert B. Stein Director
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Robert B. Stein
/s/ John P. Walker Director
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John P. Walker
/s/ Patrick J. Zenner Director
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Patrick J. Zenner
3
EXHIBIT INDEX
EXHIBIT PAGE
------- ----
4.1+ 1996 Employee Stock Purchase Plan N/A
4.2* 1996 Directors' Stock Option Plan N/A
5.1 Opinion of Latham & Watkins 5
23.1 Consent of Latham & Watkins (included in Exhibit 5.1) 5
23.2 Consent of Ernst & Young LLP, Independent Auditors 6
24.1 Powers of Attorney (included on the signature page to this
Registration Statement) 3
(+) Incorporated by reference to Exhibit 10.3 to the Company's Registration Statement on Form S-1 which became effective on June
30, 1996.
(*) Incorporated by reference to Exhibit 99.2 of the Company's Registration Statement on Form S-8 filed on December 23, 1999.
4
EXHIBIT 5.1
[LATHAM & WATKINS LLP LETTERHEAD]
July 23, 2003
Geron Corporation
230 Constitution Drive
Menlo Park, California 94025
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933,
as amended, by Geron Corporation, a Delaware corporation (the "Company"), of an
aggregate of 300,000 shares of common stock of the Company, par value $0.001 per
share (the "Employee Shares"), issuable under the Company's 1996 Employee Stock
Purchase Plan (the "Employee Plan"), and an aggregate of 500,000 shares of
Common Stock of the Company (the "Directors' Shares" and, together with the
Employee Shares, the "Shares") issuable under the Company's 1996 Directors'
Stock Option Plan (the "Directors' Plan" and, together with the Employee Plan,
the "Plans"), on Form S-8 to be filed with the Securities and Exchange
Commission on July 23, 2003 (the "Registration Statement"), you have requested
our opinion with respect to the matters set forth below.
In our capacity as your special counsel in connection with such
registration, we are familiar with the proceedings taken and to be taken by the
Company in connection with the authorization, issuance and sale of the Shares.
In addition, we have made such legal and factual examinations and inquiries,
including an examination of originals or copies certified or otherwise
identified to our satisfaction, of such documents, corporate records and
instruments as we have deemed necessary or appropriate for purposes of this
opinion.
In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to us as
copies.
We are opining herein as to the effect on the subject transaction only
of the General Corporation Law of the State of Delaware, and we express no
opinion with respect to the applicability thereto, or the effect thereon, of the
laws of any other jurisdictions, or, in the case of Delaware, any other laws, or
as to any matters of municipal law or the laws of any local agencies within any
state.
Subject to the foregoing, it is our opinion that the Shares to be
issued under the Plans have been duly authorized, and upon the issuance and
delivery of the Shares in the manner contemplated by the Plans, and assuming the
Company completes all actions and proceedings required on its part to be taken
prior to the issuance and delivery of the Shares pursuant to the terms of the
Plans, including, without limitation, collection of required payment for the
Shares, the Shares will be validly issued, fully paid and nonassessable.
We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Latham & Watkins LLP
LATHAM & WATKINS LLP
5
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to Geron Corporation's 1996 Employee Stock
Purchase Plan and 1996 Directors' Stock Option Plan of our report dated February
10, 2003 with respect to the consolidated financial statements of Geron
Corporation included in its Annual Report (Form 10-K) for the year ended
December 31, 2002, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Palo Alto, California
July 18, 2003
6