As
filed with the Securities and Exchange Commission on June 4, 2010 Registration No.
333-
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_______________
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
_______________
SIGA
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
13-3864870
(I.R.S.
Employer
Identification
Number)
|
35
East 62nd
Street
New
York, New York 10065
(Address
of Principal Executive Offices)
_______________
SIGA
TECHNOLOGIES, INC. AMENDED AND RESTATED
1996
INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN, AS AMENDED
SIGA
TECHNOLOGIES, INC.
2010
STOCK INCENTIVE PLAN
(Full
Title of the Plans)
_______________
Ayelet
Dugary
SIGA
Technologies, Inc.
35
East 62nd
Street
New
York, New York 10065
(Name
and Address of Agent for Service)
(212)
672-9100
(Telephone
Number, Including Area Code,
of Agent
for Service)
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 definitions of “large accelerated filer,” “accelerated
filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
(Check one):
Large
accelerated filer o Accelerated filer x Non-accelerated filer o Smaller reporting
company o
(Do not
check if smaller
reporting
company)
CALCULATION
OF REGISTRATION FEE
|
Title
of Securities to
be
Registered
|
Amount
to be
Registered
(1)
|
Proposed
Maximum
Offering
Price Per Share
|
Proposed
Maximum
Aggregate
Offering Price
|
Amount
of
Registration
Fee
|
|
Common
Stock, par value $0.0001 per share to be issued under the SIGA
Technologies, Inc. Amended and Restated 1996 Incentive and Non-Qualified
Stock Option Plan, as amended
|
1,219,250
|
$6.86
(2)
|
$8,364,055
|
$596.36
|
|
Common
Stock, par value $0.0001 per share to be issued under the SIGA
Technologies, Inc. 2010 Stock Incentive Plan
|
2,000,000
|
$6.86
(2)
|
$13,720,000
|
$978.24
|
|
(1)
|
This
registration statement (this “Registration Statement”) is being filed with
the Securities and Exchange Commission to register (i) 1,219,250 shares of
common stock, par value $0.0001 per share (“Common Stock”) of SIGA
Technologies, Inc. (the “Registrant”) which may be issued under the SIGA
Technologies, Inc. Amended and Restated 1996 Incentive and Non-Qualified
Stock Option Plan, as amended (as the same may be amended from time to
time) and (ii) 2,000,000 shares of Common Stock which may be issued under
the SIGA Technologies, Inc. 2010 Stock Incentive Plan (as the same may be
amended from time to time). In accordance with Rule 416 under
the Securities Act of 1933, as amended (the “Securities Act”), this
registration statement shall be deemed to cover any additional shares that
may from time to time be offered or issued to prevent dilution resulting
from stock splits, stock dividends or similar
transactions.
|
|
(2)
|
Estimated,
solely for the purpose of calculating the registration fee, pursuant to
Rules 457(c) and 457(h)(1) promulgated under the Securities Act, based on
the average of the high and low sales prices for the Common Stock reported
on the NASDAQ Global Market on June 1, 2010, which is within five (5)
business days prior to the date of this Registration
Statement.
|
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
information required to be contained in the Section 10(a) prospectus is omitted
from this Registration Statement pursuant to Rule 428 of the Securities Act and
the note to Part I of Form S-8.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents
by Reference.
The
Registrant hereby incorporates by reference in this Registration Statement the
following documents:
|
·
|
the
Registrant’s Annual Report on Form 10-K for the fiscal year ended December
31, 2009, filed March 10, 2010;
|
|
·
|
the
Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31,
2010, filed May 4, 2010;
|
|
·
|
the
Registrant’s Current Reports on Form 8-K, filed January 15, 2010 and May
17, 2010;
|
|
·
|
the
Registrant’s Definitive Proxy Statement on Schedule 14A, filed April 12,
2010; and
|
|
·
|
the
description of the Registrant’s Common Stock contained in the Registrant’s
Registration Statement on Form 8-A (File No. 000-23047) filed September 5,
1997, including any amendment or report filed for the purpose of updating
such description.
|
All documents subsequently filed by the
Registrant with the Securities and Exchange Commission (the “SEC”) pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered hereby 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, except that information furnished to the SEC under Item 2.02 or Item
7.01 in Current Reports on Form 8-K, and any exhibit relating to such
information, shall not be deemed to be incorporated by reference into this
Registration Statement.
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 is also deemed to be incorporated by
reference herein modifies or supersedes such 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.
The
Registrant will furnish to each person, including any beneficial owner, to whom
this document is delivered, without charge, a copy of any or all of the
information that has been incorporated by reference (including any exhibits that
are specifically incorporated by reference in that information) upon oral or
written request to:
SIGA
Technologies, Inc.
35 East
62nd
Street
New York,
New York 10065
(212)
672-9100
Attn: Chief
Financial Officer
The
documents may also be accessed on the SEC’s web site without charge at
www.sec.gov.
Item
4. Description of
Securities.
Not
applicable.
Item
5. Interests of Named Experts
and Counsel.
Thomas E.
Constance, a member of Kramer Levin Naftalis & Frankel, LLP, counsel to the
Registrant, is a director of the Registrant.
Item
6. Indemnification of Directors
and Officers.
The
General Corporation Law of the State of Delaware (the “DGCL”) at
Section 102(b)(7) enables a corporation in its original certificate of
incorporation or an amendment thereto to eliminate or limit the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of the director’s fiduciary duty, except (i) for any
breach of the director’s duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) pursuant to
Section 174 of the DGCL (providing for liability of directors for unlawful
payment of dividends or unlawful stock purchases or redemptions), or
(iv) for any transaction from which the director derived an improper
personal benefit.
The DGCL,
at Section 145, provides, in pertinent part, that a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation), by reason of the fact that he is or was a
director, officer, employee or agent of the corporation or is or was serving
another corporation, partnership, joint venture, trust or other enterprise, at
the request of the corporation, against expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlement, actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interest of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful. Lack of good faith, or lack of a reasonable belief that
one’s actions are in or not opposed to the best interest of the corporation, or
with respect to any criminal action or proceeding, lack of reasonable cause to
believe one’s conduct was unlawful is not presumed from the termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or nolo
contendere plea or its equivalent. In addition, the indemnification
of expenses (including attorneys’ fees) is allowed in derivative actions, except
no indemnification is allowed in respect of any claim, issue or matter as to
which any such person has been adjudged to be liable to the corporation, unless
and only to the extent the Court of Chancery or the court in which such action
or suit was brought decides that indemnification is proper. To the
extent that any such person succeeds on the merits or otherwise in defense of
any of the above described actions or proceedings, he shall be indemnified
against expenses (including attorneys’ fees). The determination that
the person to be indemnified met the applicable standard of conduct, if not made
by a court, is made by the Board of Directors of the corporation by a majority
vote of a quorum consisting of directors not party to such an action, suit or
proceeding or, if a quorum is not obtainable or a disinterested quorum so
directs, by independent legal counsel in a written opinion or by the
stockholders. Expenses may be paid in advance upon the receipt of
undertakings to repay. A corporation may purchase indemnity
insurance.
The Registrant’s Restated
Certificate of Incorporation at Article Seventh provides that no director of the
Registrant shall be personally liable to the Registrant or its stockholders for
monetary damages for breach of fiduciary duty as a director, provided,
however, that this provision shall not eliminate or limit the liability of a
director (i) for any breach of the director’s duty of loyalty to the Registrant
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL, or (iv) from any transaction from which the director
derived an improper personal benefit. Article Eighth of the
Registrant’s Restated Certificate of Incorporation provides that the Registrant
shall indemnify, in accordance with and to the fullest extent now or hereafter
permitted by law, any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (including, without
limitation, an action by or in the right of the Registrant), by reason of his
acting as a director of the Registrant (and the Registrant, in the discretion of
the Board, may so indemnify a person by reason of the fact that he is or was an
officer of the Registrant) against any liability or expense actually and
reasonably incurred by such person in respect thereof; provided, however, that,
the
Registrant
shall not be obligated to indemnify any such person (i) with respect to
proceedings, claims or actions initiated or brought voluntarily by such person
and not by way of defense, or (ii) for any amounts paid in settlement of an
action effected without the prior written consent of the Registrant to such
settlement. Such indemnification is not exclusive of any other right
to indemnification provided by law, agreement or otherwise. Article Ninth of the
Registrant’s Restated Certificate of Incorporation provides that no amendment to
or repeal of Article Seventh or Article Eighth of the Restated Certificate of
Incorporation shall apply to or have any effect on the rights of any individual
referred to in Article Seventh or Article Eighth for or with respect to acts or
omissions of such individual occurring prior to such amendment or
repeal.
The Registrant’s Amended
and Restated Bylaws at Article VII provide that each person who was or is made a
party or is threatened to be made a party to or is involved in or called as a
witness in any proceeding because he or she is a person who is, was, or
had agreed to become a director or an officer of the Registrant, shall be
indemnified and held harmless by the Registrant to the fullest extent permitted
under the DGCL, as the same now exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Registrant to provide broader indemnification rights than the DGCL permitted the
Registrant to provide prior to such amendment). Such indemnification
shall cover all expenses incurred by such indemnified person (including, but not
limited to, attorneys’ fees and other expenses of litigation) and all
liabilities and losses (including, but not limited to, judgments, fines, ERISA
or other excise taxes or penalties and amounts paid or to be paid in settlement)
incurred by such person in connection therewith. Notwithstanding the
preceding sentence, the Registrant shall be required to indemnify a person in
connection with a proceeding initiated by such person only if the proceeding was
authorized by the Board of Directors of the Registrant.
The
Registrant shall pay the expenses (including attorneys’ fees) incurred in
defending or otherwise being involved in a proceeding in advance of its final
disposition, including any appeal therefrom, upon receipt of an
undertaking by or on behalf of such person to repay such amount if it shall
ultimately be determined that he or she is not entitled to be indemnified by the
Registrant; provided, that in connection with a proceeding (or part
thereof) initiated by such person, the Registrant shall pay said expenses in
advance of final disposition only if such proceeding (or part thereof) was
authorized by the Board of Directors. A person to whom expenses are
advanced pursuant hereto shall not be obligated to repay pursuant to the
undertaking until the final determination of any pending proceeding in a court
of competent jurisdiction concerning the right of such person to be indemnified
or the obligation of such person to repay pursuant to the
undertaking.
If a
claim for indemnification is not promptly paid in full by the Registrant after a
written claim has been received by the Registrant or if expenses have not been
promptly advanced after a written request for such advancement accompanied by
the undertaking has been received by the Registrant, the claimant may at any
time thereafter bring suit against the Registrant to recover the unpaid amount
of the claim or the advancement of expenses. If successful, in whole
or in part, in such suit, such claimant shall also be entitled to be paid the
reasonable expense thereof. It shall be a defense to any such action
(other than an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition where the required
undertaking has been tendered to the Registrant) that indemnification of the
claimant is prohibited by law, but the burden of proving such defense shall be
on the Registrant. Neither the failure of the Registrant (including
its Board of Directors, independent legal counsel, or its stockholders) to have
made a determination, if required, prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances, nor an actual
determination by the Registrant (including its Board of Directors, independent
legal counsel, or its stockholders) that indemnification of the claimant is
prohibited, shall be a defense to the action or create a presumption that
indemnification of the claimant is prohibited.
The
rights conferred on any person pursuant to Article VII of the Amended and
Restated Bylaws of the Registrant shall not be exclusive of any other rights
which such person may have or hereafter acquire under any statute, provision of
the Restated Certificate of Incorporation, by-law, agreement, vote of
stockholders or disinterested directors or otherwise. The Board of
Directors shall have the authority, by resolution, to provide for such other
indemnification of directors or officers of the Registrant as it shall deem
appropriate.
The
Registrant may maintain insurance, at its expense, to protect itself and any
director or officer against any expenses, liabilities or losses, whether or not
the Registrant would have the power to indemnify such person against such
expenses, liabilities or losses under the DGCL. The Registrant may
enter into contracts with any director or officer of the Registrant in
furtherance of the provisions of Article VII of the Amended and Restated Bylaws
and may create a trust fund, grant a security interest or use other means
(including, without limitation, a
letter of
credit) to ensure the payment of such amounts as may be necessary to effect the
advancing of expenses and indemnification as provided in Article VII of the
Amended and Restated Bylaws.
The
provisions of Article VII of the Amended and Restated Bylaws shall be applicable
to all proceedings commenced or continuing after its adoption, whether such
arise out of events, acts or omissions which occurred prior or subsequent to
such adoption, and shall continue as to a person who has ceased to be a director
or officer of the and shall inure to the benefit of the heirs, executors and
administrators of such person. Article VII of the Amended and
Restated Bylaws shall be deemed to be a contract between the Registrant and each
person who, at any time that Article VII is in effect, serves or agrees to serve
in any capacity which entitles him or her to indemnification thereunder and any
repeal or other modification of Article VII of the Amended and Restated Bylaws
or any repeal or modification of the DGCL or any other applicable law shall not
limit any indemnified person’s entitlement to the advancement of expenses or
indemnification under Article VII of the Amended and Restated Bylaws for
proceedings then existing or later arising out of events, acts or omissions
occurring prior to such repeal or modification, including, without limitation,
the right to indemnification for proceedings commenced after such repeal or
modification to enforce Article VII of the Amended and Restated Bylaws with
regard to proceedings arising out of acts, omissions or events occurring prior
to such repeal or modification.
The
Registrant maintains insurance policies under which the directors and officers
of the Registrant are insured, within the limits and subject to the limitations
of the policies, against certain expenses in connection with the defense of
actions, suits or proceedings, and certain liabilities which might be imposed as
a result of such actions, suits or proceedings, to which they are parties by
reason of being or having been such directors or officers which could include
liabilities under the Securities Act or the Securities Exchange Act of 1934, as
amended.
Item
7. Exemption from Registration
Claimed.
Not
applicable.
Item
8. Exhibits.
|
Exhibit
Number
|
Description
|
|
|
4(a)
|
Restated
Certificate of Incorporation of the Company (incorporated by reference to
the Form S-3 Registration Statement of the Company dated May 10, 2000 (No.
333-36682)).
|
|
|
4(b)
|
Form
of Certificate of Amendment of the Restated Certificate of Incorporation
of the Company (incorporated by reference to the Proxy Statement on
Schedule 14A of the Company dated June 15,
2007).
|
|
|
4(c)
|
Amended
and Restated Bylaws of the Company (incorporated by reference to the
Annual Report on Form 10-K of the Company for the year ended December 31,
2008), as amended by the Amendment to the Bylaws of the Company
(incorporated by reference to the Current Report on Form 8-K of the
Company filed March 12, 2009).
|
|
|
4(d)
|
Form
of Common Stock Certificate (incorporated by reference to the Form SB-2
Registration Statement of the Company dated March 10, 1997 (No.
333-23037)).
|
|
|
4(e)
|
Warrant
Agreement dated as of September 15, 1996 between the Company and Vincent
A. Fischetti (1) (incorporated by reference to the Form SB-2 Registration
Statement of the Company dated March 10, 1997 (No.
333-23037)).
|
|
|
4(f)
|
Warrant
Agreement dated as of November 18, 1996 between the Company and David de
Weese (1) (incorporated by reference to the Form SB-2 Registration
Statement of the Company dated March 10, 1997 (No.
333-23037)).
|
|
|
4(g)
|
Warrant
Agreement between the Company and Stefan Capital, dated September 9, 1999
(incorporated by reference to the Annual Report on Form 10-KSB of the
Company for the year ended December 31,
1999).
|
|
|
4(h)
|
Registration
Rights Agreement, dated as of May 23, 2003, between the Company and Plexus
Vaccine Inc. (incorporated by reference to the Current Report on Form 8-K
of the Company filed on June 9,
2003).
|
|
|
4(i)
|
Registration
Rights Agreement, dated as of August 13, 2003, between the Company and
MacAndrews & Forbes Holdings Inc. (incorporated by reference to the
Current Report on Form 8-K of the Company filed on August 18,
2003).
|
|
|
4(j)
|
Form
of Warrant to purchase shares of common stock of the Company, issued to
MacAndrews & Forbes, LLC on June 19,
2008
|
|
|
(incorporated
by reference to the Current Report on Form 8-K of the Company filed on
June 23, 2008).
|
|
|
5.1
|
Opinion
of Kramer Levin Naftalis & Frankel
LLP.
|
|
|
23.1
|
Consent
of PricewaterhouseCoopers LLP, Independent Registered Public Accounting
Firm.
|
|
|
23.2
|
Consent
of Kramer Levin Naftalis & Frankel LLP (included in Exhibit 5.1
above).
|
|
|
24.1
|
Power
of Attorney (contained in the Signature Page
hereto).
|
|
|
99.1
|
SIGA
Technologies, Inc. Amended and Restated 1996 Incentive and Non-Qualified
Stock Option Plan (incorporated by reference to the Annual Report on Form
10-KSB of the Registrant for the year ended December 31, 2001), as amended
(as set forth in the Current Report on Form 8-K of the Registrant filed on
May 27, 2005).
|
|
|
99.2
|
SIGA
Technologies, Inc. 2010 Stock Incentive Plan (incorporated by reference to
the Proxy Statement on Schedule 14A of the Company dated April 12,
2010).
|
Item
9. Undertakings.
|
(a)
|
The
undersigned Registrant hereby
undertakes:
|
|
(1)
|
|
(iii)
|
provided, however, that
paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the
registration statement is on Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission 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.
|
(3)
|
|
(b)
|
The
undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the
Registrant’s annual report pursuant to Section
13
|
(a) or
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan’s annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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 Act 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
in connection 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 Act and
will be governed by the final adjudication of such issue.
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 New
York, state of New York, on this 4th day of June, 2010.
|
Siga
Technologies, Inc.
|
||
|
Dated:
M
|
||
|
By:
|
/s/ Eric A.
Rose
|
|
|
|
Eric
A. Rose, M.D.
|
|
|
Chief
Executive Officer
|
||
POWER OF
ATTORNEY AND SIGNATURES
We, the undersigned officers and
directors of SIGA Technologies, Inc., hereby severally constitute and appoint
Eric A. Rose and Ayelet Dugary, our true and lawful attorneys-in-fact, with full
power to him or her, to sign for us in our names in the capacities indicated
below, all pre-effective and post-effective amendments to this registration
statement and any other registration statement (and any amendment thereto) filed
with the Securities and Exchange Commission with respect to the plan listed on
the face of this registration statement and generally do all things in our names
and on our behalf in such capacities to enable SIGA Technologies, Inc. to comply
with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the
following persons on June 4, 2010 in the capacities indicated.
|
Signature
|
|
Title
|
||||
|
/s/
Eric A. Rose
|
Chief
Executive Officer and
|
|||||
|
Eric
A. Rose, M.D
|
Chairman
of the Board
(Principal
Executive Officer)
|
|||||
|
/s/
Ayelet Dugary
|
Chief
Financial Officer
|
|||||
|
Ayelet
Dugary
|
(Principal
Financial Officer and Principal Accounting Officer)
|
|||||
|
/s/
Steven L. Fasman
|
Director
|
|||||
|
Steven
L. Fasman
|
||||||
|
/s/
James J. Antal
|
Director
|
|||||
|
James
J. Antal
|
||||||
|
/s/
Thomas E. Constance
|
Director
|
|||||
|
Thomas
E. Constance
|
||||||
|
/s/
Scott Hammer
|
Director
|
|||||
|
Scott
Hammer, M.D.
|
||||||
|
/s/
Paul G. Savas
|
Director
|
|||||
|
Paul
G. Savas
|
||||||
|
/s/
Michael Weiner
|
Director
|
|||||
|
Michael
Weiner, M.D.
|
||||||
|
/s/
Michael J. Bayer
|
Director
|
|||||
|
Michael
J. Bayer
|
||||||
|
/s/
Bruce Slovin
|
Director
|
|||||
|
Bruce
Slovin
|
||||||
|
/s/
Joseph Marshall
|
Director
|
|||||
|
Joseph
Marshall
|
||||||
EXHIBIT
INDEX
|
Exhibit
Number
|
Description
|
|
|
4(a)
|
Restated
Certificate of Incorporation of the Company (incorporated by reference to
the Form S-3 Registration Statement of the Company dated May 10, 2000 (No.
333-36682)).
|
|
|
4(b)
|
Form
of Certificate of Amendment of the Restated Certificate of Incorporation
of the Company (incorporated by reference to the Proxy Statement on
Schedule 14A of the Company dated June 15,
2007).
|
|
|
4(c)
|
Amended
and Restated Bylaws of the Company (incorporated by reference to the
Annual Report on Form 10-K of the Company for the year ended December 31,
2008), as amended by the Amendment to the Bylaws of the Company
(incorporated by reference to the Current Report on Form 8-K of the
Company filed March 12, 2009).
|
|
|
4(d)
|
Form
of Common Stock Certificate (incorporated by reference to the Form SB-2
Registration Statement of the Company dated March 10, 1997 (No.
333-23037)).
|
|
|
4(e)
|
Warrant
Agreement dated as of September 15, 1996 between the Company and Vincent
A. Fischetti (1) (incorporated by reference to the Form SB-2 Registration
Statement of the Company dated March 10, 1997 (No.
333-23037)).
|
|
|
4(f)
|
Warrant
Agreement dated as of November 18, 1996 between the Company and David de
Weese (1) (incorporated by reference to the Form SB-2 Registration
Statement of the Company dated March 10, 1997 (No.
333-23037)).
|
|
|
4(g)
|
Warrant
Agreement between the Company and Stefan Capital, dated September 9, 1999
(incorporated by reference to the Annual Report on Form 10-KSB of the
Company for the year ended December 31,
1999).
|
|
|
4(h)
|
Registration
Rights Agreement, dated as of May 23, 2003, between the Company and Plexus
Vaccine Inc. (incorporated by reference to the Current Report on Form 8-K
of the Company filed on June 9,
2003).
|
|
|
4(i)
|
Registration
Rights Agreement, dated as of August 13, 2003, between the Company and
MacAndrews & Forbes Holdings Inc. (incorporated by reference to the
Current Report on Form 8-K of the Company filed on August 18,
2003).
|
|
|
4(j)
|
Form
of Warrant to purchase shares of common stock of the Company, issued to
MacAndrews & Forbes, LLC on June 19, 2008 (incorporated by reference
to the Current Report on Form 8-K of the Company filed on June 23,
2008).
|
|
|
5.1
|
Opinion
of Kramer Levin Naftalis & Frankel
LLP.
|
|
|
23.1
|
Consent
of PricewaterhouseCoopers LLP, Independent Registered Public Accounting
Firm.
|
|
|
23.2
|
Consent
of Kramer Levin Naftalis & Frankel LLP (included in Exhibit 5.1
above).
|
|
|
24.1
|
Power
of Attorney (contained in the Signature Page
hereto).
|
|
|
99.1
|
SIGA
Technologies, Inc. Amended and Restated 1996 Incentive and Non-Qualified
Stock Option Plan (incorporated by reference to the Annual Report on Form
10-KSB of the Registrant for the year ended December 31, 2001), as amended
(as set forth in the Current Report on Form 8-K of the Registrant filed on
May 27, 2005).
|
|
|
99.2
|
SIGA
Technologies, Inc. 2010 Stock Incentive Plan (incorporated by reference to
the Proxy Statement on Schedule 14A of the Company dated April 12,
2010).
|
Exhibit
5.1
KRAMER LEVIN NAFTALIS & FRANKEL
LLP
June 4,
2010
SIGA
Technologies, Inc.
35 East
62nd
Street
New York,
New York 10065
|
|
Re:
|
SIGA
Technologies, Inc. Registration Statement on Form
S-8
|
Ladies
and Gentlemen:
We have
acted as counsel to SIGA Technologies, Inc., a Delaware corporation (the
“Company”), in connection with the preparation and filing of a Registration
Statement on Form S-8 (the “Registration Statement”) with the Securities and
Exchange Commission (the “SEC”) with respect to the registration under the
Securities Act of 1933, as amended (the “Securities Act”), of (i) 1,219,250
shares (as well as any additional shares that may from time to time be offered
or issued to prevent dilution resulting from stock splits, stock dividends or
similar transactions) (the “1996 Plan Shares”) of the Company’s common stock,
par value $0.0001 per share (“Common Stock”), which may be issued pursuant to
the SIGA Technologies, Inc. Amended and Restated 1996 Incentive and
Non-Qualified Stock Option Plan, as amended (as the same may be further amended
from time to time, the “1996 Plan”) and (ii) 2,000,000 shares (as well as any
additional shares that may from time to time be offered or issued to prevent
dilution resulting from stock splits, stock dividends or similar transactions)
(the “2010 Plan Shares”, and together with the 1996 Plan Shares, the “Shares”)
of Common Stock which may be issued pursuant to the SIGA Technologies, Inc. 2010
Stock Incentive Plan (as the same may be further amended from time to time, the
“2010 Plan”, and together with the 1996 Plan, the “Plans”).
In
rendering this opinion, we have examined copies of the following documents
(collectively, the “Transaction Documents”):
A. the
Registration Statement,
B. the 1996
Plan,
C. the 2010
Plan,
D. the
Restated Certificate of Incorporation, as amended and Amended and Restated
By-laws of the Company, and
E. the
Minutes from the Meeting of the Board of Directors of the Company relating to
the approval of each of the 1996 Plan and 2010 Plan.
SIGA Technologies, Inc.
June 4, 2010
Page 2
We have
also reviewed such other documents and made such other investigations as we have
deemed appropriate. As to various questions of fact material to this
opinion, we have relied upon the representations and warranties of the Company
contained in the Transaction Documents and upon the statements, representations
and certificates of officers or representatives of the Company, public officials
and others. We have not independently verified the facts so relied
on.
Based on
the foregoing, and subject to the qualifications, limitations and assumptions
set forth herein, we are of the opinion that the Shares have been duly
authorized and, upon the issuance thereof and payment therefor in accordance
with the terms stated in the Plans or in the award agreements entered into
pursuant thereto, will be validly issued, fully paid and
non-assessable.
We
express no opinion as to the laws of any jurisdiction other than the federal
laws of the United States and the General Corporation Law of the State of
Delaware.
We hereby
consent to the use of this opinion as an exhibit to the Registration
Statement. In giving the foregoing consent, we do not thereby admit
that we are in the category of persons whose consent is required under Section 7
of the Securities Act or the rules and regulations of the SEC
thereunder.
Thomas E.
Constance, a member of this firm, is a director of the Company.
Very
truly yours,
/s/ Kramer Levin Naftalis &
Frankel LLP
1177 Avenue of the
Americas New York NY
10036-2714 Phone
212.715.9100 Fax
212.715.8000 www.kramerlevin.com
also at 47 Avenue Hoche 75008 Paris
France
Exhibit 23.1
CONSENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
We hereby
consent to the incorporation by reference in this Registration Statement on Form
S-8 of our report dated
March 9, 2010 relating to the financial statements and the effectiveness of
internal control over financial reporting, which appears in SIGA Technologies
Inc.'s Annual Report on Form 10-K for the year ended December 31,
2009.
/s/
PricewaterhouseCoopers LLP
New York,
New York
June 3,
2010