As filed with the Securities and Exchange Commission on July 2, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
The Securities Act of 1933
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BIOTIME, INC.
(Exact name of Registrant as specified in charter)
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California 94-3127919
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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935 Pardee Street
Berkeley, California 94710
(Address of Registrant's principal executive offices) (Zip Code)
Paul E. Segall, President
BioTime, Inc.
935 Pardee Street
Berkeley, California 94710
(Name and address of agent for service)
(510) 845-9535
(Telephone number, including area code, of agent for service)
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Copies of all communications, including all communications sent to the agent
for service, should be sent to:
RICHARD S. SOROKO, ESQ.
Lippenberger, Thompson, Welch & Soroko LLP
250 Montgomery Street, Suite 500
San Francisco, California 94104
Tel. (415) 421-5300
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CALCULATION OF REGISTRATION FEE
Proposed
Amount Proposed Maximum Amount of
to be Maximum Offering Aggregate Registration
Title of Each Class of Securities to be Registered Registered Price Per Unit Offering Price Fee
(1)
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Options to Purchase Common Shares, no par value 200,000 $32.25 $6,450,000 $1,954.55
Common Shares, no par value(2) 200,000 $32.25 $6,450,000 $0
Total Registration Fee..................................................................................................$1,954.55
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<FN>
(1) Estimated solely for the purpose of calculating the registration fee, based
upon the average bid and asked prices of the Common Shares on NASDAQ on June 26,
1997.
(2) Issuable upon exercise of the Options.
Also registered hereunder are an indeterminate number of Common Shares
which may be issued pursuant to antidilutive provisions of the Options
registered hereunder.
</FN>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The contents of Registration Statements on Form S-8, File Numbers 33-56766
and 33-88968 filed with the Securities and Exchange Commission on January 5,
1993 and January 31, 1995, resepctively, are incorporated by reference.
Item 4. Description of Securities.
Options to Purchase Common Shares
This Registration Statement pertains to options to purchase 200,000
shares of the Registrant's Common Shares, no par value (the "Options"), which
may be granted from time to time under the Registrant's 1992 Stock Option Plan,
as amended (the "Plan"). Under the Plan, the Registrant has reserved 600,000
Common Shares for issuance under Options granted to eligible persons.
The Registrant has granted 383,000 Options as of June 1, 1997, of
which 103,000 have been exercised and 280,000 remain outstanding.
II-1
Item 8. Exhibits.
Exhibit
Number Description of Exhibits
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4.1 1992 Stock Option Plan, as amended*
5 Opinion of Counsel.*
23.1 Consent of Deloitte & Touche LLP*
23.2 Consent of Counsel is contained in the Opinion of
Counsel, filed as a part hereof as Exhibit 5.*
25 Power of Attorney (See Page II-3)
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* Filed herewith.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that is has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Berkeley, State of California on July 1, 1997.
BIOTIME, INC.
By:
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Paul E. Segall, President
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes Paul E. Segall
and Ronald S. Barkin, and each of them, as attorneys-in-fact and agents, with
full powers of substitution, to sign on his or her behalf, individually and in
the capacities stated below, and to file any and all amendments, including
post-effective amendments, to this Registration Statement, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
to said attorneys-in-fact and agents full power and authority to perform any
other act on behalf of the undersigned required to be done in the premises.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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s/Paul E. Segall President and Director July 1, 1997
------------------- (Principal Executive Officer)
PAUL E. SEGALL
s/Ronald S. Barkin Executive Vice President and July 1, 1997
------------------- Director
RONALD S. BARKIN
s/Harold Waitz Vice President and Director July 1, 1997
-------------------
HAROLD WAITZ
s/Hal Sternberg Vice President and Director July 1, 1997
-------------------
HAL STERNBERG
II-3
Signature Title Date
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s/Victoria Bellport Vice President, Chief July 1, 1997
-------------------- Financial Officer and
VICTORIA BELLPORT Director (Principal Financial
and Accounting Officer)
Director July 1, 1997
--------------------
JEFFREY D. NICKEL
s/Judith Segall Vice President, Secretary July 1, 1997
------------------- and Director
JUDITH SEGALL
II-4
EXHIBIT INDEX
Exhibit
Number Description of Exhibits
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4.1 1992 Stock Option Plan, as amended*
5 Opinion of Counsel.*
23.1 Consent of Deloitte & Touche LLP*
23.2 Consent of Counsel is contained in
the Opinion of Counsel, filed as a part
hereof as Exhibit 5.*
25 Power of Attorney (See Page II-3)
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* Filed herewith.