S-8 1 a2027550zs-8.txt FORM S-8 As filed with the Securities and Exchange Commission on October 11, 2000 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEOSE TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 13-3549286 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 102 Witmer Road Horsham, Pennsylvania 19044 (Address of Principal Executive Offices) (Zip Code) NEOSE TECHNOLOGIES, INC. 1995 STOCK OPTION/STOCK ISSUANCE PLAN (Full Title of the Plan) P. SHERRILL NEFF President, Chief Operating Officer and Chief Financial Officer 102 Witmer Road Horsham, Pennsylvania 19044 (Name and Address of Agent for Service) (215) 441-5890 (Telephone Number, Including Area Code, of Agent for Service) COPIES TO: HOWARD L. SHECTER, ESQUIRE Morgan, Lewis & Bockius LLP 1701 Market Street Philadelphia, PA 19103 (215) 963-5000 CALCULATION OF REGISTRATION FEE
============================================================================================================================== Proposed maximum Proposed maximum Title of securities Amount to be offering price aggregate Amount of to be registered registered per share (1) offering price (1) registration fee ------------------------------------------------------------------------------------------------------------------------------ Common Stock, $.01 par value............. 690,000(2) $46.328 $31,966,320 $8,439.11 ==============================================================================================================================
(1) Estimated pursuant to Rule 457(h) solely for the purpose of calculating the registration fee, based upon the average of the high and low sales prices of shares of Common Stock on October 3, 2000 as reported on the Nasdaq National Market. (2) In addition, pursuant to Rule 416 under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. ================================================================================ This registration statement on Form S-8 relates to the registration of an additional 690,000 shares of Common Stock, $.01 par value, of the registrant. The shares are securities of the same class and relating to the same employee benefit plan, the Neose Technologies, Inc. 1995 Stock Option/Stock Issuance Plan, as amended and restated, as those shares registered in the registrant's registration statements on Form S-8, previously filed with the Securities and Exchange Commission on September 8, 1997, February 15, 1996 and October 13, 1999. The earlier registration statements on Forms S-8 (Registration Nos. 333-35283, 333-01410 and 333-88913), are hereby incorporated by reference. EXPERTS The financial statements contained in the registrant's Annual Report on Form 10-K for the year ended December 31, 1999 incorporated by reference in this registration statement have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their report with respect thereto, and are included herein in reliance upon the authority of said firm as experts in giving said report. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS. The following exhibits are filed as part of this registration statement.
EXHIBIT NUMBER EXHIBIT 5.1* Opinion of Morgan, Lewis & Bockius LLP 23.1* Consent of Arthur Andersen LLP 23.2* Consent of Morgan, Lewis & Bockius LLP (included in its opinion filed as Exhibit 5.1 hereto) 24.1* Power of Attorney (included on signature page of this registration statement) 99.1* Neose Technologies, Inc. 1995 Stock Option/Stock Issuance Plan, amended and restated as of June 26, 2000.
---------- * Filed herewith 3 SIGNATURES AND POWER OF ATTORNEY 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 Horsham, Pennsylvania, on October 10, 2000. NEOSE TECHNOLOGIES, INC. By: /s/ P. SHERRILL NEFF --------------------------------------- P. Sherrill Neff President, Chief Operating Officer and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Each person in so signing also makes, constitutes and appoints Stephen A. Roth and P. Sherrill Neff and each of them acting alone, his true and lawful attorney-in-fact, with full power of substitution, to execute and cause to be filed with the Securities and Exchange Commission pursuant to the requirements of the Securities Act of 1933, as amended, any and all amendments and post-effective amendments to this registration statement, with exhibits thereto and other documents in connection therewith, and hereby ratifies and confirms all that said attorney-in-fact or his substitute or substitutes may do or cause to be done by virtue hereof.
SIGNATURE CAPACITY DATE --------- -------- ---- /s/ STEPHEN A. ROTH Chief Executive Officer and October 10, 2000 --------------------------- Chairman of the Board Stephen A. Roth (Principal Executive Officer) /s/ P. SHERRILL NEFF President, Chief Operating October 10, 2000 --------------------------- Officer and Chief Financial P. Sherrill Neff Officer (Principal Financial and Accounting Officer) and Director /s/ WILLIAM F. HAMILTON Director October 10, 2000 --------------------------- William F. Hamilton 4 /s/ DOUGLAS J. MACMASTER, JR. Director October 10, 2000 ----------------------------- Douglas J. MacMaster, Jr. /s/ MARK H. RACHESKY Director October 10, 2000 -------------------- Mark H. Rachesky /s/ LINDSAY A. ROSENWALD Director October 10, 2000 ------------------------ Lindsay A. Rosenwald /s/ LOWELL E. SEARS Director October 10, 2000 ------------------------ Lowell E. Sears /s/ JERRY A. WEISBACH Director October 10, 2000 ------------------------ Jerry A. Weisbach
5 NEOSE TECHNOLOGIES, INC. REGISTRATION STATEMENT ON FORM S-8 EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT ------- ------- 5.1* Opinion of Morgan, Lewis & Bockius LLP 23.1* Consent of Arthur Andersen LLP 23.2* Consent of Morgan, Lewis & Bockius LLP (included in its opinion filed as Exhibit 5.1 hereto) 24.1* Power of Attorney (included on signature page of this registration statement) 99.1* Neose Technologies, Inc. 1995 Stock Option/Stock Issuance Plan, amended and restated as of June 26, 2000.
---------- * Filed herewith. 6