-----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, GP7mkSQsiGsEe4Chql6As42+wPsc3oCiUeQNyv/xNaPru9P5mE/TzDvMYfDV/HNn +HM6x9Ih7e66M3Kvrrz78Q== 0001036050-01-500858.txt : 20010814 0001036050-01-500858.hdr.sgml : 20010814 ACCESSION NUMBER: 0001036050-01-500858 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 REFERENCES 429: gov.sec.edgar.dataobjects.object.PDSubFN429Data@eabd8ed4 FILED AS OF DATE: 20010813 EFFECTIVENESS DATE: 20010813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOSTON LIFE SCIENCES INC /DE CENTRAL INDEX KEY: 0000094784 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 870277826 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-67384 FILM NUMBER: 1706514 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-8 1 ds8.txt POST EFFECTIVE AMENDMENT #1 FOR FORM S-8 Registration No. 333-80065 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 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 Incorporation or Organization) Identification no.) 137 Newbury Street, 8th Floor Boston, Massachusetts 02116 ---------------------------------------- ---------------------- (Address of Principal Executive Offices) (Zip Code) Boston Life Sciences, Inc. 1998 Omnibus Stock Option Plan ------------------------------ (FULL TITLE OF THE PLAN) 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) with copies to: Steven A. Wilcox Ropes & Gray One International Place Boston, MA 02110-2624 (617) 951-7000 CALCULATION OF REGISTRATION FEE -------------------------------
Title of Proposed Maximum Proposed Maximum Amount of Securities to Amount to be Offering Price Per Aggregate Offering registration be Registered Registered (1) Share(2) Price(2) Fee(3) - ----------------------------------------------------------------------------------------------------------- Common Stock, par 1,800,000 (2) $5,569,336 $1,392 value $.01 per share shares ===========================================================================================================
(1) The Registrant previously registered 500,000 shares which may be issued pursuant to its 1998 Omnibus Stock Option plan on June 4, 1999 by filing a Registration Statement on Form S-8 (File No. 333-80065). This filing is solely to register 1,800,000 additional shares which may be issued pursuant to the 1998 Omnibus Stock Option Plan. (2) Estimated solely for the purpose of calculating the registration fee. In accordance with Rules 457(c) and (h), the price shown is based upon (i) 1,256,799 shares offered pursuant to options outstanding exercisable at the following prices: 15,500 shares at $4.53 per share, 351,750 shares at $3.63 per share, 33,049 shares at $3.25 per share, 237,000 shares at $3.21 per share, 599,500 shares at $3.13 per share, 10,000 shares at $3.04 per share, and 10,000 shares at $2.95 per share; and (ii) 543,201 shares reserved for issuance upon exercise of options to be granted in the future, the proposed offering price of which has been determined based upon the average of the high and low prices reported for the Common Stock on the Nasdaq National Market on August 6, 2001, $2.61. (3) The Registrant previously paid $453 on June 4, 1999 in connection with the filing by the Registrant of a Registration Statement on Form S-8 (File No. 333- 80065) to register 500,000 shares of the Registrant's common stock. The registration fee is for the 1,800,000 additional shares being registered herewith. REGISTRATION OF ADDITIONAL SECURITIES This Amendment No. 1 to Registration Statement on Form S-8 is being filed by Boston Life Sciences, Inc. (the "Company"), pursuant to General Instruction E to the Form S-8 Registration Statement under the Securities Act of 1933, as amended, in connection with the registration of an additional 1,800,000 shares of the Company's common stock, par value $.01 per share (the "Common Stock"), issuable pursuant to the Company's 1998 Omnibus Stock Option Plan (the "Plan"). A total of 500,000 shares of Common Stock issuable under the Plan have been previously registered pursuant to the Company's Registration Statement on Form S-8 (File No. 333-80065) filed with the Securities and Exchange Commission on June 4, 1999 and the information contained therein is hereby incorporated herein by reference. ITEM 8. EXHIBITS. See Exhibit Index located at page 4 hereof. [Remainder of this page intentionally left blank.] -1- SIGNATURES Pursuant to the requirement of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to the believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Amendment No. 1 to Registration Statement on Form S-8 (File No. 333-80065) to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Boston, Massachusetts on this 13th day of August, 2001. Boston Life Sciences, Inc. By: /s/ S. David Hillson ----------------------------------------------- S. David Hillson Chairman, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to Registration Statement on Form S-8 (File No. 333-80065) has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date - -------------------------------- ------------------------------ ---------- /s/ S. David Hillson Chairman, President and Chief August 13, 2001 - -------------------------------- Executive Officer (Principal S. David Hillson Executive Officer) /s/ Joseph P. Hernon Executive Vice President, August 13, 2001 - -------------------------------- Chief Financial Officer and Joseph P. Hernon Secretary (Principal Financial Officer and Principal Accounting Officer) * Director, Executive Vice President August 13, 2001 - -------------------------------- and Chief Scientific Officer Marc E. Lanser, M.D. * Director August 13, 2001 - -------------------------------- Colin B. Bier, Ph.D. Director - -------------------------------- Scott Weisman, Esq. Director - -------------------------------- Robert Langer, Sc.D. * Director August 13, 2001 - -------------------------------- Ira W. Lieberman, Ph.D. * Director August 13, 2001 - -------------------------------- E. Christopher Palmer, CPA
* By: /s/ Joseph P. Hernon ------------------------ Joseph P. Hernon Attorney-in-Fact -2- EXHIBIT INDEX Number Exhibit - ------ ------- 4 Specimen copy of Stock Certificate for shares of Common Stock of the Registrant (filed as an exhibit to the Company's Registration Statement on Form S-3 filed with the Security and Exchange Commission, Registration Number 33-25955) 5 Opinion of Ropes & Gray. 23.1 Consent of Ropes & Gray (included in its opinion filed as Exhibit 5 hereto). 23.2 Consent of PricewaterhouseCoopers LLP. EX-5 3 dex5.txt OPINION OF ROPES & GRAY EXHIBIT 5 [ROPES & GRAY LETTERHEAD] August 13, 2001 Boston Life Sciences, Inc. 137 Newbury Street, 8th Floor Boston, MA 02116 Ladies and Gentlemen: This opinion is furnished to you in connection with Amendment No. 1 to a Registration Statement (File No. 333-80065) on Form S-8 (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, for the registration of 1,800,000 additional shares of Common Stock, $.01 par value per share (the "Shares"), of Boston Life Sciences, Inc., a Delaware corporation (the "Company"). The Shares are to be sold from time to time pursuant to the Company's 1998 Omnibus Stock Option Plan (the "Plan"). We are counsel to the Company and are familiar with the proceedings taken by the Company in connection with the authorization, reservation and registration of the Shares. We have examined and relied upon such documents, records, certificates and other instruments as we have deemed necessary for the purpose of this opinion. 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 Shares have been duly authorized and, when the Shares have been issued and sold by the Company pursuant to and in accordance with the Plan, the Shares will be validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect. Very truly yours, /s/ Ropes & Gray Ropes & Gray EX-23.2 4 dex232.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Amendment No. 1 to the registration statement of Boston Life Sciences, Inc. (the "Company") on Form S-8 for 1,800,000 shares of common stock for the 1998 Omnibus Stock Option Plan of our report dated March 2, 2001, relating to the consolidated financial statements of the Company, which appears in the Company's Annual Report on Form 10-K for the year ended December 31, 2000. PricewaterhouseCoopers LLP Boston, Massachusetts August 13, 2001 -----END PRIVACY-ENHANCED MESSAGE-----