As filed with the Securities and Exchange Commission on December 18, 1996-
Registration No. 333-____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------------------------------
BIOMUNE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Nevada 0-11472 87-0380088
(State or other jurisdiction (Commission file number) (I.R.S. Employer
of incorporation or organization) Identification No.)
2401 South Foothill Drive
Salt Lake City, Utah 84109-1405
(Address of Principal Executive Offices)
BIOMUNE SYSTEMS, INC. 1992 STOCK INCENTIVE PLAN
BIOMUNE SYSTEMS, INC. 1993 STOCK INCENTIVE PLAN
BIOMUNE SYSTEMS, INC. 1996 STOCK INCENTIVE PLAN
(Full title of the plans)
Copies to:
David G. Derrick, Chief Executive Officer Nolan S. Taylor, Esq.
Biomune Systems, Inc. Thomas R. Taylor, Esq.
2401 South Foothill Drive LeBoeuf, Lamb, Greene & MacRae, L.L.P.
Salt Lake City, Utah 84109-1405 136 South Main Street
Telephone: (801) 466-3441 1000 Kearns Building
(Name, address, including zip code, Salt Lake City, Utah 84101-1685
and telephone number, including area Telephone: (801) 320-6700
code, of agent for service)
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Securities Amount To Be Offering Price Per Aggregate Offering Amount of
To Be Registered Registered Share(1) Price(1) Registration Fee
- ---------------------------------------------------------------------------------------------------
Common Stock,
$0.0001 par value 993,500(2) $2.02 $2,006,870 $608.14
- ---------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee, based
upon the average of the final bid and asked prices for Biomune Systems,
Inc. Common Stock as quoted on the NASDAQ SmallCap Market(sm) on December
16, 1996.
(2) Of these shares, a total of 187,000 shares are being registered for
issuance upon exercise of options and warrants that have not yet been
granted under the 1996 Stock Incentive Plan.
Exhibit Index is on page 4
Page 1 of 37
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are hereby incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1996.
(b) The Company's Form S-8 Registration Statement, Registration No.
333-3794, filed with the Securities and Exchange Commission on April
19, 1996.
(c) The description of the Company's Common Stock included in the
Company's Registration Statement on Form 8-A filed with the Securities
and Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended, on January 12, 1984.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 after the date this Registration
Statement is filed with the Securities and Exchange Commission but prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the respective dates of the filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits
The following exhibits are filed as a part of this Registration Statement:
Exhibit No. Description
5.1 Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (including consent)
10.1 Agreement with Allan H. Barker
10.2 Agreement with Bruce M. Kartchner
10.3 Agreement with David O. Lucas
10.4 Agreement with Adam Kristcher
10.5 Incentive Stock Option Agreement with Frank A. Eldredge
10.6 Schedule Identifying Other Incentive Stock Option Agreements
23.1 Consent of Arthur Andersen LLP
23.2 Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (included in Exhibit 5.1
above)
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 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 Salt Lake, State of Utah, on December 17, 1996.
BIOMUNE SYSTEMS, INC. (Registrant)
By: /s/ David G. Derrick
David G. Derrick
Its: Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers or directors
of the registrant, by virtue of their signatures to this Registration Statement
appearing below, hereby constitute and appoint David G. Derrick as
attorney-in-fact in his name, place and stead to execute any and all amendments
to this Registration Statement in the capacities set forth opposite their names
and hereby ratify all that said attorney-in-fact may do by virtue hereof.
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
/s/ David G. Derrick Chief Executive Officer, December 17, 1996
- ----------------------------
(David G. Derrick) Chairman of the Board and
Director
(Principal Executive Officer)
/s/ James J. Dalton Senior Executive Vice December 17, 1996
- ----------------------------
(James J. Dalton) President -- Investor Relations,
Vice Chairman of the Board
and Director
/s/ Milton G. Adair President and Director December 17, 1996
- ----------------------------
(Milton G. Adair)
/s/ Michael G. Acton Chief Financial Officer December 17, 1996
- ----------------------------
(Michael G. Acton) (Principal Financial and
Accounting Officer)
/s/ Aaron Gold Director December 17, 1996
(Aaron Gold)
/s/ Charles J. Quantz Director December 17, 1996
- ----------------------------
(Charles J. Quantz)
/s/ Thomas Q. Garvey, III Director December 17, 1996
- ----------------------------
(Thomas Q. Garvey, III)
/s/ Christopher D. Illick Director December 17, 1996
- ----------------------------
(Christopher D. Illick)
INDEX TO EXHIBITS
Exhibit No. Description Page No.
5.1 Opinion of LeBoeuf, Lamb, Greene & MacRae,
L.L.P. (including consent) 5
10.1 Agreement with Allan H. Barker 6
10.2 Agreement with Bruce M. Kartchner 7
10.3 Agreement with David O. Lucas 8
10.4 Agreement with Adam Kristcher 9
10.5 Incentive Stock Option Agreement with
Frank A. Eldredge 12
10.6 Schedule Identifying Other Incentive
Stock Option Agreements 23
10.7 Non-Qualified Stock Option Agreement with
Charles J. Quantz 25
10.8 Schedule Identifying Other Non-Qualified
Stock Option Agreements 35
23.1 Consent of Arthur Andersen LLP 36
23.2 Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
(included in Exhibit 5.1 above) 37