-----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, WSTw0Txd9Zc+j09E7tT/RcrZxTMdcS/x91W4eI7/+QXsQUz0WxvJlJTIvjdrtr9r qHk69jgtUZzcKX6+x0neDA== 0001004878-01-000043.txt : 20010410 0001004878-01-000043.hdr.sgml : 20010410 ACCESSION NUMBER: 0001004878-01-000043 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 4 333-58306 FILED AS OF DATE: 20010406 EFFECTIVENESS DATE: 20010406 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CEL SCI CORP CENTRAL INDEX KEY: 0000725363 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 840916344 STATE OF INCORPORATION: CO FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: SEC FILE NUMBER: 333-58388 FILM NUMBER: 1596752 BUSINESS ADDRESS: STREET 1: 8229 BOONE BLVD . STREET 2: SUITE 802 CITY: VIENNA STATE: VA ZIP: 22182 BUSINESS PHONE: 7035069460 MAIL ADDRESS: STREET 1: 8229 BOONE BLVD. STREET 2: SUITE 802 CITY: VIENNA STATE: VA ZIP: 22182 FORMER COMPANY: FORMER CONFORMED NAME: INTERLEUKIN 2 INC DATE OF NAME CHANGE: 19880317 S-3MEF 1 0001.txt As filed with the Securities and Exchange Commission on April 6, 2001. Registration No 333-58306 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 Amendment No. 1 Registration Statement Under THE SECURITIES ACT OF 1933 CEL-SCI Corporation --------------------- --------------------- (Exact name of registrant as specified in charter) Colorado ------------ ---------- (State or other jurisdiction of incorporation) 8229 Boone Blvd. #802 Vienna, Virginia 22182 84-09l6344 (703) 506-9460 -------------- ----------------------------------- (IRS Employer I.D. (Address, including zip code, and telephone Number) number including area of principal executive offices) Geert Kersten 8229 Boone Blvd. #802 Vienna, Virginia 22182 (703) 506-9460 ------------------------ ---------------- (Name and address, including zip code, and telephone number, including area code, of agent for service) Copies of all communications, including all communications sent to the agent for service, should be sent to: William T. Hart, Esq. Hart & Trinen 1624 Washington Street Denver, Colorado 80203 (303) 839-0061 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration for the same offering. [X] 333-34604 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- Title of each Proposed Proposed Class of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Per Offering Registration Registered Registered Unit (1) Price Fee (1) ---------- ----------- ---------- ---------- ------------ Common stock (2) 1,902,000 $1.40 $2,662,800 $703 (1) Offering price computed in accordance with Rule 457(c). (2) Shares of common stock offered by the selling shareholders and which may be issuable upon the exercise of Series D Warrants. The Series D Warrants were issued in connection with the sale of the Company's common stock to the selling shareholders. The actual number of shares issuable upon the exercise of the Series D warrants will vary depending upon a number of factors, including the price of the Company's common stock at certain dates. This registration statement is being filed pursuant to Rule 462(b). Pursuant to Instruction IV of the general instructions to Form S-3 the contents of registration statement 333-34604 are incorporated by reference. POWER OF ATTORNEY The registrant and each person whose signature appears below hereby authorizes the agent for service named in this Registration Statement, with full power to act alone, to file one or more amendments (including post-effective amendments) to this Registration Statement, which amendments may make such changes in this Registration Statement as such agent for service deems appropriate, and the Registrant and each such person hereby appoints such agent for service as attorney-in-fact, with full power to act alone, to execute in the name and in behalf of the Registrant and any such person, individually and in each capacity stated below, any such amendments to this Registration Statement. SIGNATURES Pursuant to the requirements of the Securities Act of l933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vienna, State of Virginia, on the 27th day of March, 2001. CEL-SCI CORPORATION By: /s/ ----------------------- Maximilian de Clara, President Pursuant to the requirements of the Securities Act of l933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ Director and Principal March 27, 2001 - ------------------------ Executive Officer Maximilian de Clara /s/ Director, Principal March 27, 2001 - ------------------------ Financial Officer Geert R. Kersten and Chief Executive Officer /s/ Director March 27, 2001 - ------------------------ Alexander G. Esterhazy /s/ Director March 27, 2001 - ------------------------ F. Donald Hudson EX-5 2 0002.txt April 4, 2001 CEL-SCI Corporation 8229 Boone Blvd., #802 Vienna, Virginia 22182 This letter will constitute an opinion upon the legality of the sale by certain selling shareholders of CEL-SCI Corporation, a Colorado corporation ("CEL-SCI"), of up to 1,902,000 shares of common stock, all as referred to in the Registration Statement on Form S-3 filed by CEL-SCI with the Securities and Exchange Commission. We have examined the Articles of Incorporation, the Bylaws and the minutes of the Board of Directors of CEL-SCI and the applicable laws of the State of Colorado, and a copy of the Registration Statement. In our opinion, CEL-SCI was authorized to issue the shares of stock mentioned above and such shares represent fully paid and non-assessable shares of CEL-SCI's common stock. Very truly yours, HART & TRINEN William T. Hart EX-23.A 3 0003.txt CONSENT OF ATTORNEYS Reference is made to the Registration Statement of CEL-SCI, whereby certain selling shareholders propose to sell up to 1,902,000 shares of CEL-SCI's common stock. Reference is also made to Exhibit 5 included in the Registration Statement relating to the validity of the securities proposed to be sold. We hereby consent to the use of our opinion concerning the validity of the securities proposed to be issued and sold. Very truly yours, HART & TRINEN William T. Hart Denver, Colorado April 4, 2001 EX-23.B 4 0004.txt INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of CEL-SCI Corporation on Form S-3 of our report dated November 17, 2000 appearing in the Annual Report on Form 10-K of CEL-SCI Corporation for the year ended September 30, 2000. /s/ Deloitte & Touche LLP McLean, VA April 4, 2001 -----END PRIVACY-ENHANCED MESSAGE-----