-----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, Igj08WLCeigeI/+uZ0teU+ARqMbxSJfF7+xb1OaABCIa79WTZq5ypmQXWpFQcHlg e0eehv5wm5PmrV9Wd9L2MQ== /in/edgar/work/20000629/0001036050-00-001221/0001036050-00-001221.txt : 20000920 0001036050-00-001221.hdr.sgml : 20000920 ACCESSION NUMBER: 0001036050-00-001221 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOSTON LIFE SCIENCES INC /DE CENTRAL INDEX KEY: 0000094784 STANDARD INDUSTRIAL CLASSIFICATION: [2834 ] IRS NUMBER: 870277826 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-40408 FILM NUMBER: 664936 BUSINESS ADDRESS: STREET 1: 137 NEWBURY STREET STREET 2: 8TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6174250200 MAIL ADDRESS: STREET 1: 137 NEWBURY STREET STREET 2: 8TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER COMPANY: FORMER CONFORMED NAME: GREENWICH PHARMACEUTICALS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: STRATEGIC MEDICAL RESEARCH CORP /DE DATE OF NAME CHANGE: 19790521 S-3 1 0001.txt FORM S-3 FOR BOSTON LIFE SCIENCES As filed with the Securities and Exchange Commission on June 29, 2000 Registration No. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ---------------- BOSTON LIFE SCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 87-0277826 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 137 Newbury Street 8th Floor Boston, Massachusetts 02116 (617) 425-0200 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) S. David Hillson President and Chief Executive Officer Boston Life Sciences, Inc. 137 Newbury Street 8th Floor Boston, Massachusetts 02116 (617) 425-0200 (Name, address, including zip code, and telephone number, Including area code, of agent for service) Copies to: Steven A. Wilcox Ropes & Gray One International Place Boston, MA 02110-2624 (617) 951-7000 Approximate date of commencement of proposed sale to the public: From time to time after this registration statement is declared effective. 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 statement for the same offering. [_] 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 =============================================================================================================== Amount Proposed maximum Proposed maximum Amount of Title of each class of to be offering price aggregate registration securities to be registered registered (1)(2) per unit (3) offering price (3) fee - --------------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value 2,383,956 $8.86 $21,121,850 $5,872 - ---------------------------------------------------------------------------------------------------------------
(1) Shares of Common Stock which may be offered pursuant to this Registration Statement include 746,000 shares issuable upon the exercise of certain warrants (the "Warrants"). (2) Pursuant to Rule 416, this Registration Statement shall be deemed to cover an indeterminate number of additional shares of Common Stock issuable pursuant to the anti-dilution provisions of the Warrants in the event the number of outstanding shares of the Company is increased by stock split, stock dividend and similar transactions. (3) In accordance with Rule 457 (c), the price shown is estimated solely for the purposes of calculating the registration fee, and is based upon the average of the reported high and low sales price of the Common Stock as reported on the Nasdaq National Market on June 23, 2000. The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ + The information in this prospectus is not complete and may be changed. We + + may not sell these securities or accept an offer to buy these securities + + until the registration statement filed with the Security and Exchange + + Commission is effective. This prospectus is not an offer to sell these + + securities, and we are not soliciting offers to buy these securities in + + any state where the offer or sale is not permitted. + ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ SUBJECT TO COMPLETION DATED JUNE 29, 2000 PROSPECTUS 2,383,956 Shares Boston Life Sciences, Inc. Common Stock ------------ These shares are being offered for sale by the selling stockholders listed on page 12. The common stock is traded on the Nasdaq National Market under the symbol "BLSI". On June 27, 2000 the reported closing price of the common stock was $9.00 per share. ------------ An investment in the shares offered hereby involves a high degree of risk. See "Risk Factors" beginning on page 4 of this prospectus. ------------ Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. ------------ The date of this prospectus is , 2000. TABLE OF CONTENTS Page ---- SUMMARY.................................................................. 3 RISK FACTORS............................................................. 4 USE OF PROCEEDS.......................................................... 10 ISSUANCE OF COMMON STOCK AND WARRANTS TO SELLING SHAREHOLDERS............ 11 SELLING STOCKHOLDERS..................................................... 11 PLAN OF DISTRIBUTION..................................................... 13 THE COMPANY.............................................................. 14 DESCRIPTION OF SECURITIES TO BE REGISTERED............................... 15 LEGAL MATTERS............................................................ 15 EXPERTS.................................................................. 15 AVAILABLE INFORMATION.................................................... 16 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.......................... 16 2 SUMMARY Boston Life Sciences, Inc. ("BLSI" or the "Company" or "We") is a development stage biotechnology company engaged in the research and development of novel therapeutic and diagnostic products to treat chronic debilitating diseases such as cancer, central nervous system (CNS) disorders and autoimmune diseases. Products awaiting FDA review, in clinical trials or in preclinical development by BLSI include Troponin I, an anti-angiogenic factor for the treatment of solid tumor metastases; Altropane(TM), a radioimaging agent for the diagnosis of Parkinson's Disease and Attention Deficit Hyperactivity Disorder (ADHD); AF-1 for the potential treatment of stroke and spinal cord injury; and transcription factors that may control the expression of molecules associated with autoimmune disease and allergies. Our technologies currently under development were invented or discovered by researchers working at Harvard University and its affiliated hospitals and have been licensed to us. Our principal executive offices are located at 137 Newbury Street, 8th Floor, Boston, Massachusetts 02116, and the telephone number is (617) 425-0200. In general, our corporate strategy is to seek to (i) utilize our affiliations and relationships with Harvard University and its affiliated hospitals ("Harvard and its Affiliates") to license the rights to promising medical discoveries, (ii) fund the preclinical development of these licensed technologies, and (iii) enter into corporate partnering arrangements with established pharmaceutical or biotechnology companies to support the continued development of our technologies and the marketing of any products as and to the extent they receive government approval. Additionally, since we do not currently own any laboratory or manufacturing facilities, we contract for such services and intend to continue to do so. 3 RISK FACTORS Investing in our common stock is very risky. You should be able to bear a complete loss of your investment. This prospectus, including the documents incorporated by reference, contains forward-looking statements that involve risks or uncertainties. Actual events or results may differ materially from those discussed in this prospectus. Factors that could cause or contribute to such differences include the factors discussed below as well as those discussed elsewhere in this prospectus and in our filings with the Securities and Exchange Commission. We are a development stage company, we have always had losses from our operations and we expect future losses. We have never generated revenues from product sales and we do not currently expect to generate revenues from product sales for at least the next eighteen months, and probably longer. There can be no guarantee that we will ever generate revenues or operating profits, or that if we do generate revenues or operating profits, that we will be able to continue to do so. As of March 31, 2000, we have incurred total net losses since inception of approximately $57 million. To date, we have dedicated most of our financial resources to the research and development of our product candidates, preclinical compounds, and other technologies (which we collectively refer to in this prospectus as our "technologies"), general and administrative expenses and costs related to obtaining and protecting patents. We expect to incur significant operating losses for at least the next eighteen months, and probably longer, and to generate little if any revenue from product sales during that time, primarily due to the continued expenditures necessary to support progress of our research and development programs, including preclinical studies and clinical trials, and costs associated with making and selling our products. Our ability to generate revenue and operating income in the future will depend on many factors including: . Successfully completing the research and development of our technologies; . Protecting our patent and other intellectual rights, as well as the ability of our licensors and collaborators to protect their patent and other intellectual rights; . The time, cost, and effort required to obtain regulatory approvals; . Establishing collaborative arrangements for manufacturing, sales and marketing capabilities for any of our products; . Competing technologies and market developments; and . Manufacturing costs and the market acceptance of our products at prices sufficient to generate adequate profits. We will likely require additional funding in the future in order to continue our business and operations as currently conducted. If we are unable to secure such funding on acceptable terms, we may need to significantly reduce or even cease one or more of our research or development programs, or we may be required to obtain funds through arrangements with others that may require us to surrender rights to some or all of our technologies. We spend a significant amount for research and development, including preclinical studies and clinical trials of our technologies. We expect that our current cash, cash equivalents and investment balances will be sufficient to fund our capital requirements through at least the next eighteen months. Thereafter, we may need to raise substantial additional capital if we are unable to generate sufficient revenue from product sales or through collaborative arrangements with third parties. To date, we have always experienced negative cash flows 4 from operations and have funded our operations primarily from equity financings. If adequate funds are not readily available, we may need to significantly reduce or even cease one or more of our research or development programs. Alternatively, to secure such funds, we may be required to enter into financing arrangements with others that may require us to surrender rights to some or all of our technologies. If the results of our current or future clinical trials are not favorable, it may negatively affect our ability to raise additional funds. If we are successful in obtaining additional equity financing, the terms of such financing will have the effect of diluting the holdings and the rights of our common stockholders. Our capital requirements will depend on many factors, including: . The progress of our research and development activities and our clinical trials, and the degree to which we encounter the problems, delays, and other complications frequently experienced by development stage biotechnology companies. . Our ability to meet the terms of any current collaborative research, manufacturing, marketing or other agreements, and to successfully negotiate economically feasible and meet the terms of future agreements. . The cost and timing of, and success in, obtaining FDA and other regulatory approvals of our products; . The cost of protecting our patent claims and other intellectual property rights; and . Changes in economic, regulatory or competitive conditions of the pharmaceutical and biotechnology industry. Estimates about how much funding will be required are based on a number of assumptions, all of which are subject to change based on the results and progress of our research and development activities. If we are unable to secure adequate patent protection for our licensed technologies, then we may not be able to compete effectively as a biotechnology company. At the present time, we do not have patent protection for all uses of our technologies. There is significant competition in the Company's primary scientific areas of research and development including cancer, central nervous system disorders, and autoimmune diseases. Such competitors will seek patent protection for their technologies and such patent applications or rights might conflict with or infringe upon the patent protection coverage that we are seeking for our technologies. If we do not obtain patent protection for our technologies, our ability to compete and business prospects may be significantly and negatively affected. Further, even if patents can be obtained, there can be no guarantee that these patents will provide us with any competitive advantage. Our patent strategy is to pursue patent protection, in the U.S. and in most developed countries, for our technologies. Our goal is to obtain broad patent protection for our technologies and their related medical indications. The patent application and issuance process generally takes several years and is usually very expensive without any guarantee that a patent will be issued. In many cases, our know-how and technology may not be patentable. Risks associated with protecting our patent and proprietary rights include the following: . Our ability to protect our technologies could be delayed or negatively affected if the United States Patent and Trademark Office (the "USPTO") requires clinical evidence that our technologies work. . Our competitors may develop similar technologies or products, or duplicate any technology developed by us. . If patents are issued to us, our competitors may develop products which are similar to ours but which do not infringe on our patents or products, or a third party may successfully challenge one or more of our patents. 5 . Our patents may infringe on the patents or rights of other parties which may decide not to grant a license to us. We may have to change our products or processes, pay licensing fees or stop certain activities because of the patent rights of third parties which could cause additional unexpected costs and delays. . Patent law in the fields of healthcare and biotechnology is still evolving. Future changes in patent laws might conflict with our existing or future patent rights, or the rights of others. . We also rely on trade secrets and proprietary know-how. We seek to protect this information primarily through confidentiality agreements with our collaborators, employees and consultants, but there can be no guarantee that these agreements will not be breached or that we will have adequate remedies for such breach. . If consultants, scientific advisors, or other third parties apply technological information which they have developed separate from us to our technologies, there may be disputes as to the ownership of such information which may not be resolved in our favor. If we are unable to maintain our key working relationships with Harvard University and its affiliates, we may not be successful since substantially all of our current technologies were licensed from, and most of our research and development activities were performed by, Harvard University and its affiliates. Most biotechnology and pharmaceutical companies have established internal research and development programs, including their own facilities and employees which are under their direct control. By contrast, we have always outsourced all of our research and development, preclinical and clinical activities. Specifically, we have been heavily dependent on one such relationship because substantially all of our technologies were licensed from, and most of our research and development activities were performed by, Harvard University and its affiliates. Now that most of our early-stage research at Harvard has yielded an identified product in each area of research, we have begun and expect to continue to conduct much of our later stage development work and all of our formal preclinical and clinical programs outside of Harvard. Nevertheless, the originating scientists still play important advisory roles. Universities and other not-for-profit research institutions are becoming increasingly aware of the commercial value of their findings and are becoming more active in seeking patent protection and licensing arrangements to collect royalties for the use of technology that they have developed. Currently, an important aspect of future new product identification and early development is likely to depend upon: . Our ability to obtain and maintain licenses for new technologies from Harvard and its affiliates; and . Harvard and its affiliates continuing to perform early-stage research and development work under sponsored research agreements with us. There can be no guarantee that we will be able to obtain new technologies from Harvard and its affiliates or that we can continue to meet our obligations under existing arrangements. If we are unable to retain our key personnel and/or recruit additional key personnel in the future, then we any not be able to operate effectively. Our success depends significantly upon our ability to attract and retain highly qualified scientific and management personnel who are able to formulate, implement and maintain the operations of a biotechnology company such as ours. As an example, Marc E. Lanser, our Chief Scientific Officer, was formerly on the staff of, and maintains close affiliations with Harvard Medical School and its affiliates. Substantially all of our technologies were licensed from Harvard. Our past ability to secure these licenses and to enter into sponsored research and development agreements with Harvard was enhanced by Dr. Lanser's affiliations and familiarity with the Harvard Medical School and its affiliates. 6 We currently outsource all our research and development, preclinical and clinical activities. If we decide to undertake internally the research and development of any of our technologies, we may need to hire additional key management and scientific personnel to assist the limited number of employees that we currently employ. There is significant competition for such personnel from other companies, research and academic institutions, government entities and other organizations. If we fail to attract such personnel, it could have a significant negative effect on our ability to develop our technologies. There can be no guarantee that we will be successful in hiring or retaining the personnel that may be required for such activities in the future. If we are unable to establish, maintain and rely on new collaborative relationships, then we may not be able to sucessfully develop and commercialize our technologies. To date, our operations have primarily focused on the pre-clinical development of most of our technologies, as well as the completion of clinical trials for two of our technologies. During the next eighteen months, we currently expect that the continued development of our technologies will result in the initiation of additional clinical trials, and if regulatory approval is obtained, the market introductions of the two technologies for which clinical trials are currently in process or have been completed. We expect that these developments will require us to establish, maintain and rely on new collaborative relationships in order to successfully develop and commercialize our technologies. There is no certainty that: . We will be able to enter into such collaborations on economically feasible and otherwise acceptable terms and conditions. . That such collaborations will not require us to undertake substantial additional obligations or require us to devote additional resources beyond those we have identified at present. . That any of our collaborators will not breach or terminate their agreement with us or otherwise fail to conduct their activities on time, thereby delaying the development or commercialization of the technology for which the parties are collaborating. . The parties will not dispute the ownership rights to any technologies developed under such collaborations. If we are not able to establish or maintain the necessary collaborative arrangements, we will need more money to research and develop technologies on our own and we may encounter delays in introducing our products. Because the current environment of rapid technological change requires significant financial, technical and marketing resources to successfully develop and market products, some of our competitors may have an advantage in developing and marketing products. The biotechnology and pharmaceutical industries are highly competitive and are dominated by larger, more experienced and better capitalized companies. Such greater experience and financial strength may enable them to bring their products to market sooner than us, thereby gaining the competitive advantage of being the first to market. Research on the causes of, and possible treatments for diseases for which we are trying to develop products, including cancer, Parkinson's Disease, central nervous system disorders and autoimmune diseases, are developing rapidly, and there is a potential for extensive technological innovation in relatively short periods of time. There can be no assurance that we will be able to keep pace with any new technological developments. Factors affecting our ability to successfully manage the technological changes occurring in the biotechnology industry as well as our ability to successfully compete include: . Many of our potential competitors have significantly greater experience than we do in completing preclinical and clinical testing of new pharmaceutical products and obtaining Food and Drug Administration ("FDA") and other regulatory approvals of products; . We compete with a number of pharmaceutical and biotechnology companies which have financial, technical and marketing resources significantly greater than ours; 7 . Companies with established positions and prior experience in the pharmaceutical industry may be better able to develop and market products for the treatment of those diseases for which we are trying to develop products. If our technologies are unable to successfully compete, or are adversely affected by, the extensive regulatory process, then we may not be able to market our products and technologies. Our technologies must undergo a rigorous regulatory approval process, which includes extensive preclinical and clinical testing, to demonstrate safety and efficiency before any resulting product can be marketed. To date, neither the FDA nor any of its international equivalents has approved any of our technologies for marketing. In the biotechnology industry, it is generally accepted that less than 10 percent of the technologies for which preclinical efforts are initiated ultimately result in an approved product. The clinical trial and regulatory approval process can require many years and substantial cost, and there can be no guarantee that our efforts will result in an approved product. Our activities are regulated by a number of government authorities in the United States and other countries, including the FDA pursuant to the Federal Food, Drug and Cosmetic Act. The FDA regulates pharmaceutical products, including their manufacture and labeling. Data obtained from testing is subject to varying interpretations which can delay, limit or prevent FDA approval. Risks associated with the regulatory approval process include: . Changes in existing regulatory requirements could prevent or affect the timing of our ability to achieve regulatory compliance. Federal and state laws, regulations and policies may be changed with possible retroactive effect, and how these rules actually operate can depend heavily on administrative policies and interpretations over which we have no control or inadequate experience to assess their full impact upon our business. . Obtaining FDA clearances is time-consuming and expensive, and there is no guarantee that such clearances will be granted or that the FDA review process will not involve delays that significantly and negatively affect our products. We may encounter similar delays in foreign countries. . Regulatory clearances may have significant limitations on the uses for which any approved products may be marketed. . Any marketed product and its manufacturer are subject to periodic review and any discovery of previously unrecognized problems with a product or manufacturer could result in suspension or limitation of approvals. If any of our products are approved and enter the market, they may not be accepted by physicians and patients if adequate insurance coverage and reimbursement levels aren't available for them. Substantially all biotechnology products are distributed to patients by physicians and hospitals, and in most cases, such patients rely on insurance coverage and reimbursement to pay for some or all of the cost of the product. In recent years, the continuing efforts of government and third party payers to contain or reduce health care costs have limited, and in certain cases prevented, physicians and patients from receiving insurance coverage and reimbursement for medical products, especially newer technologies. Our ability to generate adequate revenues and operating profits could be adversely affected if such limitations or restrictions are placed on the sale of our products. Specific risks associated with medical insurance coverage and reimbursement include: . Significant uncertainty exists as to the reimbursement status of newly approved health care products, and third-party payers are increasingly challenging the prices charged for medical products and services. . There can be no guarantee that adequate insurance coverage will be available to allow us to charge prices for products which are adequate for us to realize an appropriate return on our cost for developing these technologies. If adequate coverage and reimbursement are not provided for use of our products, the market acceptance of these products will be negatively affected. . Health maintenance organizations and other managed care companies may seek to negotiate substantial volume discounts for the sale of our products to their members thereby reducing our profit margins. 8 In recent years, bills proposing comprehensive health care reform have been introduced in Congress that would potentially limit pharmaceutical prices and establish mandatory or voluntary refunds. There can be no guarantee that such proposals will not negatively affect us. It is uncertain if any legislative proposals will be adopted and how federal, state or private payers for health care goods and services will respond to any health care reforms. We have no manufacturing facilities or marketing experience and expect to be dependent upon third parties to manufacture and market approved products. We currently have no manufacturing facilities for either clinical trial or commercial quantities of any of our technologies and currently have no plans to obtain them. To date, we have obtained the limited amount of quantities required for preclinical and clinical trials from contract manufacturing companies. We intend to continue using contract manufacturing arrangements with experienced firms for the supply of material for both clinical trials and any eventual commercial sale. We will depend upon third parties to produce and deliver products in accordance with all FDA and other governmental regulations. There can be no guarantee that such parties will consistently perform their obligations in a timely fashion and in accordance with the applicable regulations. There can be no guarantee that we will be able to contract with manufacturers who can fulfill our requirements for quality, quantity and timeliness, or that we would be able to find substitute manufacturers, if necessary. The failure by any third party to perform their obligations may delay clinical trials, the commercialization of products, and the ability to supply product for sale. We do not have any experience in marketing pharmaceutical products. In order to earn a profit on any future product, we will be required to either enter into arrangements with third parties with respect to marketing the products or internally develop such marketing capability. There can be no assurance that we will be able to enter into marketing agreements with others on acceptable terms, or that we can successfully develop such capability on our own. We have options and warrants outstanding which, when exercised, may cause dilution to our stockholders. As of June 1, 2000, options and warrants to purchase approximately 7.2 million shares of our common stock were outstanding at exercise prices ranging from $0.63-$15.00 per share, including the Class C and Class D warrants issued to selling stockholders. Many of these previously granted options and warrants were issued at exercise prices below the current market price of the common stock. The exercise price of our Class C and Class D warrants issued to the selling stockholders contain a provision that could decrease the exercise price of the Class C and Class D warrants, with some limited exceptions. This provision would reduce the exercise price of the Class C and Class D warrants, if, on the first anniversary of the transaction, the market price of our common stock were to be less than the exercise price on such date. The exercise of our stock options and warrants will dilute the percentage ownership interest of our current stockholders. In addition, the terms upon which we would be able to obtain additional money through the sale of our stock may be negatively affected by the existence of these warrants and options because new investors may be concerned about the impact upon the future market price of the stock if these warrants and options were consistently exercised and the underlying stock sold. The floating exercise prices of certain warrants could motivate the holders of these instruments to sell our common stock short in the public market which could negatively affect our stock price As of June 1, 2000, approximately 2.2 million warrants contain provisions that could decrease the exercise price of such warrants. These provisions could motivate the holders of these instruments, including certain selling stockholders, to sell our common stock short in the public market, which could negatively effect our stock price. The price changes and volatility of our stock is often unrelated to our operating performance or business developments. Historically, the trading volume of our common stock has fluctuated significantly. At times our trading volume has been significant while at other times our trading volume has been relatively low. The price changes and volatility of our stock often appears to be unrelated to our operating performance or business developments. Factors which may have a significant effect on the market price of our common stock include: 9 .the discovery of new technologies by competitors in fields in which we are developing products; .the results of clinical trials, whether our own or those of competitors; .FDA approval of new products; .Proposed government regulations and .Issues relating to patents or proprietary rights. USE OF PROCEEDS The net proceeds from the sale of the securities will be received by the selling stockholders. We will not receive any proceeds from the sale of the securities by the selling stockholders. 10 ISSUANCE OF COMMON STOCK AND WARRANTS TO SELLING SHAREHOLDERS The following is a summary description of our issuance of the common stock and warrants which are exercisable by the selling stockholders for common stock being offered pursuant to this prospectus. On June 1, 2000 we issued 1,405,956 shares of common stock and warrants to purchase a total of 500,000 shares of our common stock to Pictet Global Sector Fund-Biotech in exchange for $10,000,000. The warrants were issued in two classes, the first, or "Class C" warrants, are exercisable to purchase 300,000 shares of common stock at an exercise price of $8.00 per share. The second, or "Class D" warrants, are exercisable to purchase 200,000 shares of common stock at an exercise price of $10.00 per share. The Class C and Class D warrants are currently exercisable and expire in May 2005. The Class C and Class D warrants contain a provision that will decrease the exercise price of the warrants to the market price (defined as the weighted average sales price per share for the 20 trading days ending on June 1, 2001) if the market price is less than the exercise price of the warrants. In addition, subject to certain exceptions, the exercise price of the warrants will also be reduced if the Company issues to all of the holders of its common stock certain dividends or securities. In September 1999, the Company finalized an agreement with MTR Technologies, Inc. ("MTR") under which it acquired an option to acquire the licensing rights to certain technology covering fusion toxins for the treatment of a wide variety of solid tumors, as well as multiple sclerosis and allergies. The technology was invented by scientists at Hadassah Medical School of the Hebrew University in Jerusalem, and was initially licensed to MTR by Yissum Research Development Company of the Hebrew University in Jerusalem ("Yissum"). The Company issued 232,000 shares of common stock and 216,000 warrants exercisable to purchase the Company's common stock at an exercise price of $4.25 per share as consideration for the option. The warrants are currently exercisable and expire in September 2004. In addition, subject to certain exceptions, the exercise price of the warrants will be reduced if the Company issues to the holders of its common stock certain dividends. In January 2000, the Company entered into an advisory agreement with The Trout Group, LLC ("Trout Group"). Under the terms of the agreement, the Company issued warrants to purchase 30,000 shares of common stock, 10,000 of which are exercisable in October 2000 and 20,000 of which are exercisable in January 2001, at an exercise price of $5.00 per share as partial compensation for the services to be provided by the Trout Group. The 20,000 warrants which are exercisable in January 2001 can only be exercised when the market price of the Company's common stock is equal to or higher than $8.50. The warrants expire in January 2003. In addition, subject to certain exceptions, the exercise price of the warrants will be reduced if the Company issues to the holders of its common stock certain dividends. SELLING STOCKHOLDERS The number of shares registered in the registration statement of which this prospectus is a part and the number of shares offered in this prospectus represents our bona fide estimate of the number of shares issuable upon exercise of the warrants. The number of shares that will ultimately be issued to the selling stockholders cannot be determined at this time because it depends on (1) whether the holders of the warrants exercise their warrants, (2) the exercise price of the warrants at the time of exercise of the warrants. The table below sets forth information regarding ownership of our common stock by the selling stockholders and the number of shares that may be sold by them under this prospectus. The number of shares set forth in the table as being held by the selling stockholders includes the number of shares of common stock that are issuable upon exercise of the warrants described above as of June 1, 2000. Because the selling stockholders may offer all or some portion of the common stock listed in the table pursuant to this prospectus or otherwise, no estimate can be given as to the amount or percentage of common stock that will be held by the selling stockholders upon termination of the offering. The selling stockholders may sell all, part, or none of the shares listed. The percentage of ownership shown in the table is based on 20,395,537 shares of common stock issued and outstanding on June 1, 2000. The number of shares owned by the selling stockholders is determined by rules promulgated by the SEC and is not necessarily indicative of ownership for any other purpose. None of the selling stockholders has had any position, office or other material relationship with BLSI, other than as a security holder, during the past three years. 11
Securities Owned Prior Securities Owned to Offering After Offering - ------------------------------------------------------------------------------------------------------------------------- Shares of Shares of Percent of Number of Name of Selling Common Common Stock Common Shares of Percent of Shareholder Stock Offered Hereby Stock Common Stock Common Stock - ----------------------------------- ------------- ------------------ ----------- -------------- -------------- Pictet Global Sector Fund-Biotech 1,905,956(1) 1,905,956 9.3 0 * MTR Technology Inc. 448,000(2) 448,000 2.2 0 * The Trout Group, LLC 30,000(3) 30,000 * 0 *
* Less than one percent. (1) Includes 300,000 shares issuable upon the exercise of Class C warrants, and 200,000 shares issuable upon the exercise of Class D warrants. (2) Includes 216,000 shares issuable upon the exercise of certain warrants. (3) Represents 30,000 shares issuable upon the exercise of certain warrants. 12 PLAN OF DISTRIBUTION The selling shareholders may sell the common stock being offered by the prospectus directly to other purchasers, or to or through dealers or agents. To the extent required, a prospectus supplement with respect to the common stock will set forth the terms of the offering of the common stock, including the name(s) of any dealer or agents, the number of shares of common stock to be sold, the price of the common stock, any underwriting discount or other items constituting underwriters' compensation. The common stock offered hereby may be sold from time to time directly by the selling shareholders or, alternatively, through broker-dealers or agents. Such common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (1) on any national securities exchange for quotation services on which the common stock may be listed or quoted at the time of sale, (2) in the over-the-counter market, (3) in transactions other than on such exchanges or services or in the over-the-counter market, or (4) through the writing of options. In connection with sales of the common stock, the selling shareholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of such common stock in the course of hedging the positions they assume. The selling shareholders may also sell the common stock offered hereby short and deliver such common stock to close out such short positions, or loan or pledge such common stock to broker-dealers that in turn may sell such securities. Some of the common stock offered hereby also may be sold pursuant to Rule 144 under the Securities Act of 1933. The selling shareholders and any such brokers, dealers or agents may be deemed "underwriters" as that term is defined by the Securities Act of 1933. If a dealer is used in the sale of any common stock where this prospectus is delivered, the selling shareholders may sell such common stock to the public at varying prices to be determined by such dealer and at the time of resale. To the extent required, the name of the dealer and the terms of the transaction will be set forth in the related prospectus supplement. In connection with the sale of common stock, dealers or agents may receive compensation from the selling shareholders or from purchasers of such common stock for whom they may act as agents in the form of discounts, concessions, or commissions. Agents and dealers participating in the distribution of the common stock may be deemed to be underwriters, and any compensation received by them and any profit on the resale of common stock by them may be deemed to be underwriting discounts or commissions under the Securities Act of 1933. Pursuant to the Registration Rights Agreements entered into among us and the selling shareholders, we have agreed to pay all costs and expenses associated with the registration of the shares of common stock to be sold pursuant to this prospectus under the Securities Act. In addition, the selling shareholders may be entitled to indemnification against certain liabilities pursuant to the Registration Rights Agreements. 13 THE COMPANY Boston Life Sciences, Inc. was incorporated in Delaware in 1972 under the name Greenwich Pharmaceuticals Incorporated ("Greenwich"). Effective June 15, 1995, Greenwich merged with a privately-held company named Boston Life Sciences, Inc. (the "merger"). Greenwich survived the merger and changed its name to Boston Life Sciences, Inc. On June 6, 1997, our stockholders approved a one-for- ten reverse split of the common stock effective as of June 9, 1997. Our principal executive offices are located at 137 Newbury Street, 8th Floor, Boston, Massachusetts, and the telephone number is (617) 425-0200. 14 DESCRIPTION OF SECURITIES TO BE REGISTERED General BLSI is authorized to issue 40,000,000 shares of common stock and 1,000,000 shares of preferred stock, each with a par value $.0l per share. As of June 1, 2000, the Company has 20,395,537 shares of common stock and no shares of preferred stock issued and outstanding. Under its certificate of incorporation, its Board of Directors is authorized, without stockholder approval, to issue such preferred stock into series with such voting rights, designations, preferences, limitations and special rights as may be designated by the Board of Directors from time to time. Shares of our common stock are being registered under this registration statement. The following is a summary description of our outstanding common stock and is qualified in its entirety by reference to our certificate of incorporation and bylaws, which are exhibits to or are incorporated by reference in the registration statement of which this prospectus is a part. Common Stock Subject to the rights and preferences of our preferred stock, holders of shares of the common stock are entitled to receive dividends, as and to the extent dividends may be declared by our Board of Directors, out of funds legally available therefor. In the event of a liquidation, dissolution or winding up of BLSI, holders of shares of the common stock are entitled to share ratably in all assets remaining after payment of liabilities and preferences to holders of preferred stock. Holders of shares of common stock are entitled to one vote per share on all matters on which stockholders are entitled to vote. The holders of a majority of the outstanding shares of common stock entitled to vote constitutes a quorum for taking action by the stockholders. Except for matters where a higher vote is required by law, the affirmative vote of the holders of shares of common stock present or represented and entitled to vote is required to take any such action. Holders of shares of the common stock have no preemptive, conversion or other subscription rights. There are no redemption, sinking fund or call provisions applicable to the common stock. The holders of the common stock have rights under a stockholder rights plan which has been adopted by the Board of Directors. Under the rights plan, the holders of common stock received one right (the "right") to purchase a fractional share of a new class of preferred stock for each share of common stock owned by such holder. If a person or a group acquires fifteen percent or more of the outstanding shares of the common stock, the rights may separate from the shares of common stock and become exercisable. Once the rights are exercised, the rights plan may allow holders of the rights (other than the person or group acquiring fifteen percent of the common stock) to acquire additional common stock at a substantial discount. The rights will expire in September 2001 unless exercised by the holders or redeemed or exchanged by us. The rights plan could make it more difficult, and therefore discourage attempts, to acquire control of BLSI. This description of the rights plan is qualified by reference to the registration statement on Form 8-A relating to the rights plan, which is incorporated herein by reference and made a part hereof. LEGAL MATTERS The validity of the shares of common stock offered hereby will be passed upon for BLSI by Ropes & Gray, Boston, Massachusetts. EXPERTS The consolidated financial statements incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 1999 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. 15 AVAILABLE INFORMATION This prospectus, which constitutes a part of a registration statement on Form S-3 (the "registration statement") filed by us with the Securities and Exchange Commission (the "Commission") under the Securities Act, omits certain of the information set forth in the registration statement. Reference is hereby made to the registration statement and to the exhibits thereto for further information with respect to BLSI and the securities offered hereby. Copies of the registration statement and the exhibits thereto are on file at the offices of the Commission and may be obtained upon payment of the prescribed fee or may be examined without charge at the public reference facilities of the Commission described below or via the Commission's web site described below. Statements contained herein concerning the provisions of documents are necessarily summaries of such documents, and each statement is qualified in its entirety by reference to the copy of the applicable document filed with the Commission. We are subject to the informational requirements of the Exchange Act, and, accordingly, file reports, proxy statements and other information with the Commission. Such reports, proxy statements and other information can be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, NW, Washington, D.C. 20549, and at the Commission's Regional Offices located at Seven World Trade Center, Suite 1300, New York, New York 10048 and Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such documents may also be obtained from the Public Reference Room of the Commission at Judiciary Plaza, 450 Fifth Street, NW, Washington, D.C. 20549, at prescribed rates. Information regarding the operation the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. The Commission maintains a web site (http://www.sec.gov) that contains material regarding issuers that file electronically with the Commission. In addition, our common stock is traded on the Nasdaq National Market and reports and proxy statements concerning us can be inspected at the offices of the National Association of Securities Dealers, Inc., 1735 K Street, NW, Washington, D.C. 20006. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents or portions of documents filed by us (File No. 0- 6533) with the Commission are incorporated herein by reference: (a) Annual Report on Form 10-K for the fiscal year ended December 31, 1999. (b) Quarterly Report on Form 10-Q for the period ended March 31, 2000. (c) Our Definitive Proxy Statement dated May 1, 2000 for the Company's 2000 Annual Meeting of Stockholders. (d) Current Reports on Form 8-K dated January 11, 2000, January 21, 2000, February 1, 2000, May 9, 2000, and June 1, 2000. (e) The description of our common stock contained in our registration statements on Form 8-A filed under the Exchange Act, including any amendment or reports filed for the purpose of updating such descriptions. All reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference into this prospectus and to be a part hereof from the date of the filing of such reports or documents. Any statement contained in a document, all or a portion of which is incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a 16 statement contained or incorporated by herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. Upon written or oral request, we will provide without charge to each person, including any beneficial owner, to whom this prospectus is delivered a copy of any or all of such documents which are incorporated herein by reference (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into the documents that this prospectus incorporates). Written or oral requests for copies should be directed to Joseph P. Hernon, Executive Vice President and Chief Financial Officer, 137 Newbury Street, 8th Floor, Boston, Massachusetts 02116, telephone number (617) 425-0200. 17 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- We have not authorized any dealer, salesperson or other person to give any information or represent anything not contained in this prospectus. You must not rely on any unauthorized information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus does not offer to sell any shares in any jurisdiction where it is unlawful. The information in this prospectus is current as of the date shown on the cover page. Boston Life Sciences, Inc. 2,383,956 Shares of Common Stock ---------------- PROSPECTUS ---------------- , 2000 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The following table sets forth the estimated costs and expenses of the sale and distribution of the securities being registered, all of which are being borne by us. All of the amount's shown are estimates except for the fee payable to the Securities and Exchange Commission. Securities and Exchange Commission filing fee..................... $ 5,872 Printing expenses................................................. 2,000 Legal, accounting and other professional services................. 12,500 Miscellaneous..................................................... 3,000 ------- Total........................................................... $23,372 =======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Delaware General Corporation Law authorizes us to grant indemnities to directors and officers in terms sufficiently broad to permit indemnification of such persons under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933. In addition, we have obtained Directors' and Officers' Liability Insurance, which insures its officers and directors against certain liabilities such persons may incur in their capacities as our officers or directors. Article 6 of the our certificate of incorporation provides as follows: SIXTH: No director of the Corporation shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (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) under Section 174 of the Delaware General Corporation Law, as the same exists or hereafter may be amended, or (iv) for any transaction from which the director derived an improper personal benefit. If the Delaware General Corporation Law hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Delaware General Corporation Law. Any repeal or modification of this paragraph by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification. Article VI of the our by-laws provides in relevant part as follows: Section 1. The corporation shall 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 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 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 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 equivalents, shall 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, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. II-1 Section 2. The corporation shall 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 as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. ITEM 16. EXHIBITS The following is a list of exhibits filed as part of this registration statement. EXHIBIT NUMBER DESCRIPTION AND METHOD OF FILING ------ -------------------------------- 4.1 Specimen Common Stock Certificate. (1) 4.2 Form of Common Stock Purchase Warrant received by Pictet Global Sector Fund - Biotech (2) 4.3 Form of Common Stock Purchase Warrant received by MTR and the Trout Group (3) 5 Opinion of Ropes & Gray (3) 10.1 Securities Purchase Agreement dated June 1, 2000 between the Pictet Global Sector Fund - Biotech and the Company. (2) 10.2 Registration Rights Agreement dated June 1, 2000 between the Pictet Global Sector Fund - Biotech and the Company (2) 23.1 Consent of Ropes & Gray (included in its opinion filed as Exhibit 5 hereto) 23.2 Consent of PricewaterhouseCoopers LLP (3) 24 Power of Attorney (included on signature pages to this registration statement) ______________ (1) Incorporated by reference to Boston Life Sciences, Inc.'s Registration Statement on Form S-3 filed with the Securities and Exchange Commission, Registration No. 33-25955. (2) Incorporated by reference to Boston Life Sciences, Inc.'s Report on Form 8- K dated June 1, 2000. (3) Filed herewith. II-2 ITEM 17. UNDERTAKINGS A. Rule 415 Offering The undersigned registrant hereby undertakes: (1) to file, during any period in which offers or sale are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii) 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; Provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed 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. (2) 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. (3) 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. B. Filings Incorporating Subsequent Exchange Act Documents by Reference 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 Section 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 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. Request for Acceleration of Effective Date 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 II-3 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. II-4 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-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts, on June 29, 2000. Boston Life Sciences, Inc. /s/ S. David Hillson By: _________________________________ S. David Hillson President and Chief Executive Officer POWER OF ATTORNEY We, the undersigned directors and officers of Boston Life Sciences, Inc., do hereby constitute and appoint each of S. David Hillson and Joseph P. Hernon each with full power of substitution, our true and lawful attorney-in-fact and agent to do any and all acts and things in our names and in our behalf in our capacities stated below, which acts and things either of them may deem necessary or advisable to enable Boston Life Sciences, Inc. to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but not limited to, power and authority to sign for any or all of us in our names, in the capacities stated below, any and all amendments (including post-effective amendments) hereto; and we do hereby ratify and confirm all that they shall do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ S. David Hillson President, Chairman and Chief June 29, 2000 ______________________________________ Executive Officer and S. David Hillson, Esq. Director (Principal Executive Officer) /s/ Marc E. Lanser Director, Executive Vice June 29, 2000 ______________________________________ President and Chief Marc E. Lanser, M.D. Scientific Officer /s/ Joseph P. Hernon Executive Vice President, June 29, 2000 ______________________________________ Chief Financial Officer Joseph P. Hernon, CPA and Secretary (Principal Financial and Accounting Officer) /s/ Colin B. Bier Director June 29, 2000 ______________________________________ Colin B. Bier, Ph.D. /s/ Scott Weisman Director June 29, 2000 ______________________________________ Scott Weisman, Esq. /s/ Robert Langer Director June 29, 2000 ______________________________________ Robert Langer, Sc.D. /s/ Ira W. Lieberman Director June 29, 2000 ______________________________________ Ira W. Lieberman Ph.D. /s/ E. Christopher Palmer Director June 29, 2000 ______________________________________ E. Christopher Palmer, CPA
II-5 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION AND METHOD OF FILING ------ -------------------------------- 4.1 Specimen Common Stock Certificate. (1) 4.2 Form of Common Stock Purchase Warrant received by Pictet Global Sector Fund - Biotech (2) 4.3 Form of Common Stock Purchase Warrant received by MTR and the Trout Group. (3) 5 Opinion of Ropes & Gray (3) 10.1 Securities Purchase Agreement dated June 1, 2000 between the Pictet Global Sector Fund - Biotech and the Company. (2) 10.2 Registration Rights Agreement dated June 1, 2000 between the Pictet Global Sector Fund - Biotech and the Company (2) 23.1 Consent of Ropes & Gray (included in its opinion filed as Exhibit 5 hereto) 23.2 Consent of PricewaterhouseCoopers LLP (3) 24 Power of Attorney (included on signature pages to this registration statement) ______________ (1) Incorporated by reference to Boston Life Sciences, Inc.'s Registration Statement on Form S-3 filed with the Securities and Exchange Commission, Registration No. 33-25955. (2) Incorporated by reference to Boston Life Sciences, Inc.'s Report on Form 8- K dated June 1, 2000. (3) Filed herewith. II-6 EX-4.3 2 0002.txt WARRANT FOR THE PURCHASE OF SHARES EXHIBIT 4.3 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT. ANY SUCH TRANSFER MAY ALSO BE SUBJECT TO APPLICABLE STATE SECURITIES LAWS. BOSTON LIFE SCIENCES, INC. Warrant for the Purchase of Shares of ------------------------------------- Common Stock ------------ No. BLSI - [INSERT NUMBER] [INSERT NUMBER] Shares FOR VALUE RECEIVED, BOSTON LIFE SCIENCES, INC., A Delaware corporation (the "Company"), hereby certifies that [INSERT NAME] or its permitted assigns, is entitled to purchase from the Company, at any time or from time to time, commencing on [INSERT DATE] (the "Initial Exercise Date"). This Warrant shall expire at 5:00 P. M., New York City time, on [INSERT DATE], and is exercisable for [INSERT NUMBER] fully paid and non-assessable shares of the Common Stock, $.01 par value per share, of the Company for an aggregate purchase price of [INSERT PRICE] computed on the basis of [INSERT PRICE] per share. (Hereinafter, (i) said Common Stock, together with any other equity securities which may be issued by the Company with respect thereto or in substitution therefor, is referred to as the "Common Stock", (ii) the shares of the Common Stock purchasable hereunder or under any other Warrant (as hereinafter defined) are referred to as the "Warrant Shares", (iii) the aggregate purchase price payable for the Warrant Shares hereunder is referred to as the "Aggregate Warrant Price", (iv) the price payable for each of the Warrant Shares hereunder is referred to as the "Per Share Warrant Price", (v) this Warrant, all similar Warrants issued on the date hereof and all warrants hereafter issued in exchange or substitution for this Warrant or such similar Warrants are referred to as the "Warrants" and (vi) the holder of this Warrant is referred to as the "Holder" and the holder of this Warrant and all other Warrants or Warrant Shares issued upon the exercise of any Warrant are referred to as the "Holders"). The Aggregate Warrant Price is not subject to adjustment. The Per Share Warrant Price is subject to adjustment as hereinafter provided; in the event of any such adjustment, the number of Warrant Shares shall be adjusted by dividing the Aggregate Warrant Price by the Per Share Warrant Price in effect immediately after such adjustment. 1. Exercise of Warrant ------------------- (a) This Warrant may be exercised, in whole at any time or in part from time to time, commencing on the Initial Exercise Date and prior to 5:00 P. M. New York City time, on the Termination Date by the holder by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Subsection 9(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part, with payment for Warrant Shares made by certified or official bank check payable to the order of the Company. (b) If this Warrant is exercised in part, this Warrant must be exercised for a number of whole shares of the Common Stock and the Holder is entitled to receive a new Warrant covering the Warrant Shares which have not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon surrender of this Warrant, the Company will (i) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled and, if this Warrant is exercised in whole, in lieu of any fractional share of the Common Stock to which the Holder shall be entitled, pay to the Holder cash in an amount equal to the fair value of such fractional share (determined in such reasonable manner as the Company shall determine), and (ii) deliver the other securities and properties receivable upon the exercise of this Warrant, if any, or the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of this Warrant. 2. Reservation of Warrant Shares; Listing. The Company agrees that, -------------------------------------- prior to the expiration of this Warrant, the Company will at all times (a) have authorized and in reserve, and will keep available, solely for issuance or delivery upon the exercise of this Warrant, the shares of the Common Stock and other securities and properties as from time to time shall be receivable upon the exercise of this Warrant, free and clear of all restrictions on sale or transfer, except for the restrictions on sale or transfer set forth in the Securities Act of 1933, as amended (the "Act"), and restrictions created by or on behalf of the Holder, and free and clear of all preemptive rights and rights of first refusal; and (b) if the Company prepares and files a registration statement covering the shares of Common Stock issued or issuable upon exercise of this Warrant with the Securities and Exchange Commission (the "SEC") which registration statement is declared effective by the SEC under the Act and the Company lists its Common Stock on any national securities exchange, it will use its best efforts to cause the shares of Common Stock subject to this Warrant to be listed on such exchange. 3. Protection Against Dilution. --------------------------- (a) In case the Company shall hereafter (i) pay a dividend or make a distribution on its capital stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a great number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares or (iv) issue by reclassification of its Common Stock any shares of capital stock of the Company, the Per Share Warrant Price shall be adjusted to be equal to a fraction, the numerator of which shall be the Aggregate Warrant Price and the denominator of which shall be the number of shares of Common Stock or other capital stock of the Company which he would have owned immediately following such action had such Warrant been exercised immediately prior thereto. An adjustment made pursuant to this Subsection shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. 2 (b) No adjustment in the Per Share Warrant Price shall be required in the case of the issuance by the Company of (a) Common Stock pursuant to the exercise of any Warrant, (b) options or warrants to purchase Common Stock (including the exercise thereof) issued or sold to employees, officers or directors of or consultants and advisers to the Company or any subsidiary thereof, and (c) shares of Common Stock issued or sold pursuant to stock purchase or stock option plans or other similar arrangements that are approved by the Company's Board of Directors. (c) In case of any capital reorganization or reclassification, or any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company), the Holder of this Warrant shall have the right thereafter to receive on the exercise of this Warrant the kind and amount of securities, cash or other property which the Holder would have owned or have been entitled to receive immediately after such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Section 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares or other securities or property thereafter deliverable on the exercise of this Warrant. The above provisions of this Subsection shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant shall be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holders of the Warrants not less than 30 days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. (d) No adjustment in the Per Share Warranty Price shall be required unless such adjustment would require an increase or decrease of at least $0.05 per share of Common Stock; provided, however, that any adjustments which by -------- ------- reason of this Subsection are not required to be made shall be carried forward and taken into account in any subsequent adjustment; provided, further, however, -------- -------- that adjustments shall be required and made in accordance with the provisions of this Section 3 (other than this Subsection) not later than such times as may be required in order to preserve the tax-free nature of a distribution to the Holder of this Warrant or Common Stock issuable upon the exercise hereof. All calculations under this section 3 shall be made to the nearest cent or to the nearest 1/100th of share, as the case may be. Anything in this Section 3 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Per Share Warrant Price, in addition to those required by this Section 3, as it in its discretion shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable. (e) If the Board of Directors of the Company shall declare any dividend or other distribution with respect to the Common Stock other than a cash distribution out of earned surplus, the Company shall mail notice thereof to the Holders of the Warrants not less than 15 3 days prior to the record date fixed for determining stockholders entitled to participate in such dividend or other distribution. (f) If, as a result of an adjustment made pursuant to this Section 3, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, the Board of Directors (whose determination shall be conclusive and shall be described in a written notice to the Holder of any Warrant promptly after such adjustment) shall determine the allocation of the adjusted Per Share Warrant Price between or among shares or such classes of capital stock or shares of Common Stock and other capital stock. 4. Fully Paid Stock; Taxes. The Company agrees that the shares of the ----------------------- Common Stock represented by each and every certificate of Warrant Shares delivered on the exercise of this Warrant be validly issued and outstanding, fully paid and nonassessable, and not subject to preemptive rights or rights of first refusal, and the Company will take all such actions as may be necessary to assure that the par value or stated value, if any, per share of the Common Stock is at all times equal to or less than the then Per Share Warrant Price. The Company further covenants and agrees that it will pay, when due and payable, any and all Federal and State stamp, original issue or similar taxes which may be payable in respect of the issue of any Warrant Share or any certificate thereof. 5. Limited Transferability. This Warrant may not be sold, transferred, ------------------------ assigned or hypothecated by the Holder (a) except in compliance with the provisions of the Act and the applicable state securities "blue sky" laws, or (b) in the case of an individual, pursuant to such individual's last will and testament or the laws of descent and distribution, and is so transferable only upon the books of the Company which it shall cause to be maintained for such purpose. The Company may treat the registered Holder of this Warrant as he or it appears on the Company's books at any time as the Holder for all purposes. All warrants issued upon the transfer or assignment of this Warrant will be dated the same date as this Warrant, and all rights of the holder thereof shall be identical to those of the Holder. 6. Loss, Etc., of Warrant. Upon receipt of evidence satisfactory to the ---------------------- Company of the loss, theft, destruction or mutilation of this Warrant, and of indemnity reasonably satisfactory to the Company, if lost, stolen or destroyed, and upon surrender and cancellation of this Warrant, if mutilated, the Company shall execute and deliver to the Holder a new Warrant of like date, tenor and denomination. 7. Warrant Holder Not Shareholder. Except as otherwise provided herein, ------------------------------ this Warrant does not confer upon the Holder any right to vote or to consent to or receive notice as a stockholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a stockholder, prior to the exercise hereof. 8. Communication. No notice or other communication under this Warrant ------------- shall be effective unless in writing; such notice shall be deemed given on the same day if sent by hand; 4 after three (3) business days (Saturdays, Sundays and a bank or other public holidays excluded) if sent by certified mail, return receipt requested; after one day if sent by reputable overnight courier service; and if sent by telex upon receipt of the answer back signal; or if by facsimile upon receipt of the confirmation slip showing completion of the transmission, addressed as follows: (a) The Company at 137 Newbury Street, 8/th/ Floor, Boston, MA 02116 or other address as the Company has designated in writing to the Holder, or (b) the Holder [INSERT ADDRESS] or other such address as the Holder has designated in writing to the Company. 9. Headings. The headings of this Warrant have been inserted as a matter -------- of convenience and shall not affect the construction hereof. 10. Applicable Law. This Warrant shall be governed by and construed in -------------- accordance with the law of the State of Delaware without giving effect to the principles of conflicts of law thereof. IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its President and attested to by its Secretary. BOSTON LIFE SCIENCES, INC. By:_______________________ President ATTEST: _______________________ Secretary 5 SUBSCRIPTION ------------ The undersigned, _______________________, pursuant to the provisions of the foregoing Warrant, hereby agrees to Subscribe for and purchase ________________ shares of the Common Stock, par value $.01 per share, of Boston Life Sciences, Inc. covered by said Warrant, and makes payment therefor in full at the price per share provided by said Warrant. Dated:__________________ Signature:_________________________ Address:___________________________ ___________________________ ASSIGNMENT ---------- FOR VALUE RECEIVED______________ hereby sells, assigns and transfers unto ______________________the foregoing Warrant and all right evidenced thereby, and does irrevocably constitute and appoint __________________________, attorney, to transfer said Warrant on the books of Boston Life Sciences, Inc. Dated:__________________ Signature:_________________________ Address:___________________________ ___________________________ PARTIAL ASSIGNMENT ------------------ FOR VALUE RECEIVED __________________ hereby assigns and transfers unto ________________________ the right to purchase ___________ shares of the Common Stock, par value $.01 per share, of Boston Life Sciences, Inc. covered by the foregoing Warrant, and a proportionate part of said Warrant and the rights evidenced thereby, and does irrevocably constitute and appoint ____________________________, attorney, to transfer that part of said Warrant on the books of Boston Life Sciences, Inc. Dated:__________________ Signature:_________________________ Address:___________________________ ___________________________ 6 EX-5 3 0003.txt OPINION OF ROPES & GRAY EXHIBIT 5 [ROPES & GRAY LETTERHEAD] June 29, 2000 Boston Life Sciences, Inc. 137 Newbury Street Boston, Massachusetts 02116 Re: Boston Life Sciences, Inc. Ladies and Gentlemen: This opinion is furnished to you in connection with a registration statement on Form S-3 (the "Registration Statement"), filed today with the Securities and Exchange Commission under the Securities Act of 1933, as amended, for the registration of (i) 1,405,956 shares of Common Stock (the "Pictet Stock"), $.01 par value, of Boston Life Sciences, Inc., a Delaware corporation (the "Company"), (ii) 500,000 shares of the Company's Common Stock issuable upon the exercise of Class C Warrants to purchase 300,000 shares of the Company's Common Stock and Class D Warrants to purchase 200,000 shares of the Company's Common Stock (together, the "Pictet Warrants"), (iii) 232,000 shares of Common Stock (the "MTR Stock"), $.01 par value, of the Company, (iv) 216,000 shares of the Company's Common Stock issuable upon the exercise of Warrants No. BLSI-J-96 to purchase 216,000 shares of the Company's Common Stock (the "MTR Warrants") and (v) 30,000 shares of the Company's Common Stock issuable upon the exercise of Warrants No. BLSI-J-139 to purchase 20,000 shares of the Company's Common Stock and Warrants No. BLSI-J-138 to purchase 10,000 shares of the Company's Common Stock (together, the "Trout Warrants"). The Common Stock issuable upon exercise of the Pictet Warrants, MTR Warrants and Trout Warrants is referred to herein as the "Pictet Warrant Shares," "MTR Warrant Shares" and "Trout Warrant Shares," respectively. The Pictet Warrant Shares, MTR Warrant Shares and Trout Warrant Shares, together with the Pictet Stock and MTR Stock, are referred to as the "Registrable Shares." The Company originally sold the Pictet Stock and the Pictet Warrants pursuant to a Purchase Agreement dated June 1, 2000 between the Company and Pictet Global Sector Fund-Biotech (the "Pictet Agreement"). The Company originally sold the MTR Stock and the MTR Warrants pursuant to an Option Agreement dated January 21, 1999 between the Company and MTR Technology, Inc. (the "MTR Agreement"). The Company originally sold the Trout Warrants pursuant to a Letter Agreement dated January 14, 2000 between the Company and The Trout Group LLC (the "Trout Agreement"). The Registrable Shares are being registered to permit the secondary trading of such Common Stock by the holders thereof from time to time after the effective date of the Registration Statement. We have acted as counsel for the Company in connection with its issuance and sale of the Pictet Stock and the Pictet Warrants and the preparation of the Pictet Agreement. We have not acted as counsel for the Company in connection with either its issuance and sale of the MTR Stock, MTR Warrants and Trout Warrants or the preparation of the MTR Agreement and the Trout Agreement. For purposes of this opinion, we have examined and relied upon such documents, records, certificates and other instruments as we have deemed necessary. We express no opinion as to the applicability of, compliance with or effect of Federal law or the law of any jurisdiction other than The Commonwealth of Massachusetts and the corporate laws of the State of Delaware. Based on the foregoing, we are of the opinion that the Registrable Shares have been duly authorized and: 1. When the Pictet Stock was issued, the Pictet Stock was validly issued, fully paid and non-assessable. 2. When the Pictet Warrant Shares are issued out of the Company's duly authorized Common Stock upon exercise of, and pursuant to the provisions of, the Pictet Warrants and the Pictet Agreement and the Company has received the consideration therefor in accordance with the terms of the Pictet Warrants and the Pictet Agreement, the Pictet Warrant Shares will be validly issued, fully paid and non-assessable. 3. When the MTR Stock was issued, the MTR Stock was validly issued, fully paid and non-assessable. 4. When the MTR Warrant Shares are issued out of the Company's duly authorized Common Stock upon exercise of, and pursuant to the provisions of, the MTR Warrants and the MTR Agreement and the Company has received the consideration therefor in accordance with the terms of the MTR Warrants and the MTR Agreement, the MTR Warrant Shares will be validly issued, fully paid and non-assessable. 5. When the Trout Warrant Shares are issued out of the Company's duly authorized Common Stock upon exercise of, and pursuant to the provisions of, the Trout Warrants and the Trout Agreement and the Company has received the consideration therefor in accordance with the terms of the Trout Warrants and the Trout Agreement, the Trout Warrant Shares will be validly issued, fully paid and non-assessable. We hereby consent to your filing this opinion as an exhibit to the Registration Statement and to the use of our name therein and in the related prospectus under the caption "Legal Matters". It is understood that this opinion is to be used only in connection with the offer and sale of the Registrable Shares while the Registration Statement is in effect. Very truly yours, /s/ Ropes & Gray Ropes & Gray EX-23.2 4 0004.txt CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 of our report dated March 10, 2000 relating to the consolidated financial statements, which appears in Boston Life Sciences, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1999. We also consent to the reference to us under the heading "Experts" in such Registration Statement. /s/ PricewaterhouseCoopers LLP Boston, Massachusetts June 26, 2000 -----END PRIVACY-ENHANCED MESSAGE-----