SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
____________________________________________________
FORM
S-8
REGISTRATION
STATEMENT
Under
THE
SECURITIES ACT OF 1933
____________________________________________________
VIROPRO
INC.
(Exact
name of registrant as specified in its charter)
Nevada
(State or
other jurisdiction of incorporation or organization)
333-06718
(Commission
File No.)
13-3124057
(IRS
Employer Identification Number)
1806-300
Avenue des Sommets
Verdun,
Québec, H3E 2B7
Canada
(Address
of principal executive offices)
Serge
Beausoleil, President & CEO
Viropro
Inc.
1806-300
Avenue des Sommets
Verdun,
Québec, H3E 2B7
Canada
(Name and
address of agent for service)
514-731-8776
(Telephone
number, including area code of agent for service)
2008
Non-Statutory Stock Option Plan Amended
____________________________________________________________
Copy
to:
Roger A.
Kimmel, Jr.
144
Barrington Town Square, Suite 159
Aurora,
Ohio 44202
CALCULATION
OF REGISTRATION FEE
|
Title
of securities to be registered
|
Amount
to be registered
|
Proposed
maximum offering price per share¹
|
Proposed
maximum aggregate offering price¹
|
Amount
of registration fee
|
|
|
|
|
|
|
|
Common
Stock
$0.001
par value
|
4,500,000
|
$0.02
|
$90,000
|
$6.42
|
|
TOTAL
|
4,500,000
|
$0.02
|
$90,000
|
$6.42
|
¹Calculated
pursuant to Rule 457(c) of the Securities Act of 1933, as amended, as permitted
by Rule 457(h)(1) of the Securities Act of 1933, as amended, based upon the
average of the bid and asked prices for the Company’s common shares as reported
by the Electronic Bulletin Board on May 17, 2010.
PART
I
The
documents containing the information specified in this Part I will be sent or
given to participants in the 2008 Non-Statutory Stock Option Plan Amended (the
“Plan) as specified by Rule 428(b)(1). Pursuant to the instructions
for Form S-8, such documents need not be filed with the Commission either as
part of the Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424. These documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of
this Registration Statement, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act of 1933, as
amended. See Rule 428(a)(1).
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3.
Incorporation of Documents
by Reference
The
documents listed in (a) and (b) below have been filed by the Registrant, Viropro
Inc., a Nevada corporation (the “Company”), with the Securities and Exchange
Commission (the “Commission”) and are incorporated by reference in this
Registration Statement. All documents subsequently filed by the
Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a
post-effective amendment which indicates that all securities offered 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 part
thereof from the date of filing of such documents.
(a) Quarterly
Reports on Form 10-Q for the period through and including March 31, 2010 and
Annual Reports on Form 10-K for the periods through and including November 30,
2009, being all such reports required. The above referenced reports,
which were previously filed with the Commission, are incorporated herein by
reference.
(b) All
other reports filed pursuant to Section 13 or 15(d) of the Exchange Act since
the end of the fiscal year covered by the Registrant’s Form 10-K for the period
ended November 30, 2009.
The above
referenced reports, which were previously filed with the Commission, are
incorporated herein by reference.
Item
4:
Description of
Securities
Item
5:
Interests of Named Experts
and Counsel.
None
Item
6:
Indemnification of Directors
and Officers.
Section
78.7502 of the Nevada Revised Statutes provides:
Discretionary
and mandatory indemnification of officers, directors, employees and agents:
General provisions.
1. 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, except 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 at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys’ fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with the action, suit or proceeding if he acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and that, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.
2. 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 or suit by or in
the right of the corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys’ fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.
3. To
the extent that a director, officer, employee or agent of a corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections 1 and 2, or in defense of any claim, issue
or matter therein, the corporation shall indemnify him against expenses,
including attorneys’ fees, actually and reasonably incurred by him in connection
with the defense.
Item
7:
Exemption From Registration
Claimed.
Not
Applicable
Item
8:
Exhibits.
The
following documents are filed as Exhibits to this Registration
Statement:
|
|
4.1
-- 2008 Non-Statutory Stock Option Plan
Amended
|
|
|
5
--
Opinion of Roger A. Kimmel, Jr. as to the authorization and issuance of
the shares being registered
|
|
|
24.1
-- Consent of Roger A. Kimmel, Jr. (included in Exhibit
5)
|
|
|
24.2
-- Consent of KBL, LLP, Certified Public
Accountants
|
Item
9:
Undertakings.
The
undersigned registrant hereby undertakes:
(a) to
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement;
(b) that,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment 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; and
(c) to
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
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 Montreal,
Quebec, Canada, on the 17
th
day
of May, 2010.
VIROPRO
INC.
By:
/s/ Serge
Beausoleil
Serge
Beausoleil, President & CEO
Viropro (CE) (USOTC:VPRO)
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