-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U8QQ9+E3KUc4SgP8d2dRrAtkY7G17jSuBUYqvoaQgwGP/a5dFHZDTHm9vhrZZCkP 5ppy82Qu8tEuOUdKCJTBLA== 0001004878-98-000005.txt : 19980128 0001004878-98-000005.hdr.sgml : 19980128 ACCESSION NUMBER: 0001004878-98-000005 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980127 DATE AS OF CHANGE: 19980127 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CEL SCI CORP CENTRAL INDEX KEY: 0000725363 STANDARD INDUSTRIAL CLASSIFICATION: 2836 IRS NUMBER: 840916344 STATE OF INCORPORATION: CO FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13E4/A SEC ACT: SEC FILE NUMBER: 005-35386 FILM NUMBER: 98513463 BUSINESS ADDRESS: STREET 1: 66 CANAL CENTER PLZ STE 510 CITY: ALEXANDRIA STATE: VA ZIP: 22314 BUSINESS PHONE: 7035495293 MAIL ADDRESS: STREET 1: 66 CANAL CENTER PLAZA SUITE 510 CITY: ALEXANDRIA STATE: VA ZIP: 22314 FORMER COMPANY: FORMER CONFORMED NAME: INTERLEUKIN 2 INC DATE OF NAME CHANGE: 19880317 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CEL SCI CORP CENTRAL INDEX KEY: 0000725363 STANDARD INDUSTRIAL CLASSIFICATION: 2836 IRS NUMBER: 840916344 STATE OF INCORPORATION: CO FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13E4/A BUSINESS ADDRESS: STREET 1: 66 CANAL CENTER PLZ STE 510 CITY: ALEXANDRIA STATE: VA ZIP: 22314 BUSINESS PHONE: 7035495293 MAIL ADDRESS: STREET 1: 66 CANAL CENTER PLAZA SUITE 510 CITY: ALEXANDRIA STATE: VA ZIP: 22314 FORMER COMPANY: FORMER CONFORMED NAME: INTERLEUKIN 2 INC DATE OF NAME CHANGE: 19880317 SC 13E4 1 SCHEDULE 13E-4 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-4 Issuer Tender Offer Statement Pursuant to Section l3(e)(l) of the Securities Exchange Act of l934 (Amendment No. 1) CEL-SCI CORPORATION (Name of Issuer) CEL-SCI CORPORATION (Name of Person(s) Filing Statement) Common Stock Purchase Warrants (Title of Class of Securities) 150-837-128 (CUSIP Number of Class of Securities) William T. Hart, Esq. Hart & Trinen l624 Washington Street Denver, Colorado 80203 303-839-006l (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) November 14, l997 (Date Tender Offer First Published, Sent or Given to Security Holders) Calculation of Filing Fee: ---------------------------------------------- ( ) ) ( Transaction ) Amount of Filing Fee ) ( Valuation* ) $4,960 ) ( $24,800,000 ) ) ---------------------------------------------- The valuation set forth above is based upon the market price of the Warrants, assuming all Warrants are tendered pursuant to this offering. *Set forth the amount on which the filing fee is calculated and state how it was determined. [X] Check box if any part of the fee is offset as provided by Rule 0-ll(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration state- ment number, or the Form or Schedule and the date of its filing. Amounts Previously Paid: $8,567 Form or Registration Nos.: 333-31489 Filing Party: CEL-SCI Corporation Dates Filed: August 4, l997 Item l. Security and Issuer (a) The name of the issuer is CEL-SCI Corporation. The address of its principal executive office is 66 Canal Center Plaza, Suite 510, Alexandria, Virginia 22314. (b) This offer relates to the issuer's Common Stock Purchase Warrants (the "Warrants"), of which 5,175,000 Warrants are outstanding as of the date hereof. A Warrant holder who tenders five Warrants and $6.00 in cash will receive one share of the issuer's common stock (the "Common Stock") and one Series A Warrant. Warrants may be acquired from officers, directors or affiliates of the issuer. (c) Incorporated by reference to that portion of the issuer's Registration Statement on Form S-3, SEC File No. 333-31489 (the "Registration Statement") captioned "Market for the Company's Common Stock." (d) Not applicable. Item 2. Source and Amount of Funds or Other Consideration. (a) See Item l(b) above. (b) Not applicable. Item 3. Purposes of the Tender Offer and Plans or Proposals of the Issuer or Affiliate. Incorporated by reference to those portions of the Registration Statement captioned "Plan of Distribution - Exchange Offer." Item 4. Interest in Securities of the Issuer. None. Item 5. Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer's Securities. None. Item 6. Persons Retained, Employed or to be Compensated. None. Item 7. Financial Information. (a) Incorporated by reference to those portions of the Registration Statement captioned "Prospectus Summary". (b) Not applicable. Item 8. Additional Information. None. Item 9. Material to be Filed as Exhibits. (a) Letter of Transmittal. See also (e) below. (b) None. (c) None. (d) None. (e) Prospectus filed as part of a Registration Statement on Form S-3, Registration Number 333-31489. (Previously filed) Prospectus supplement dated January 27, 1998 (f) None. Signature After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. CEL-SCI CORPORATION January 27, 1998 By: /s/ Geert R. Kersten -------------------- Geert R. Kersten Chief Executive Officer EX-9.E 2 EXHIBIT 9(E) 424(b)(3) Commission File #: 333-31489 CEL-SCI CORPORATION Notice of change to terms for exercise of Warrants By means of a Prospectus dated November 14, 1997 the holders of the Company's outstanding Warrants were given the opportunity, at any time between January 9, 1998 and February 6, 1998 to purchase one share of the Company's Common Stock and one Series A Warrant for $6.00 (the "Exchange Offer"). The Series A Warrant, by its original terms, allowed the holder to purchase one additional share of the Company's Common Stock for $18.00 at any time prior to February 7, 2000. The terms of the offering made by means of the November 14, 1997 Prospectus have been changed as follows: 1. The exercise price of the Series A Warrant has been lowered from $18.00 to $10.00. 2. The Expiration Date of the Exchange Offer has been extended to February 17, 1998. 3. Warrants not exercised by February 17, 1998 may still be exercised at any time prior to March 7, 1998. Holders exercising Warrants after February 17, 1998 and before March 7, 1998 will receive, for $6.00, one share of the Company's common stock. However, holders exercising Warrants after February 17, 1998 will not receive a Series A Warrant. Warrant holders who exercised their warrants subsequent to January 9, 1998 will receive a Series A Warrant exercisable at $10.00 per share. The date of this Prospectus Supplement is January 27, 1998. -----END PRIVACY-ENHANCED MESSAGE-----