Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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AMERICAN BIOGENETIC SCIENCES, INC.
(Exact name of registrant as specified in its charter)
Delaware 11-2655906
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1375 Akron Street, Copiague, New York 11726
(Address of Principal Executive Offices) (Zip Code)
1996 STOCK OPTION PLAN
(Full title of the plan)
Timothy J. Roach, Treasurer
American Biogenetic Sciences, Inc.
1375 Akron Street
Copiague, New York 11726
(Name and address of agent for service)
(516) 789-2600
(Telephone number, including area code, of agent for service)
with a copy to:
Leonard W. Suroff, Esq.
1375 Akron Street
Copiague, New York 11726
Approximate date of commencement of proposed sale to public: From time to time
after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum Amount
each class Amount offering aggregate of
of securities to be price per offering registration
to be registered registered(1) share (2) price (2) fee
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Class A Common
Stock, par value
$.001 per share 1,000,000 shares $1.0625 1,062,500 $ 313.44
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(a) Pursuant to Rule 416(b), there shall also be deemed covered hereby all
additional securities resulting from anti-dilution adjustments under
the 1996 Stock Option Plan.
(b) Estimated solely for the purpose of calculating the registration fee on
the basis of, pursuant to Rule 457(h), the average of the high and low
sales prices per share of the Registrant's Class A Common Stock on the
Nasdaq National Market on July 16, 1998.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INCORPORATION BY REFERENCE
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The contents of the American Biogenetic Sciences, Inc. Registration
Statement on Form S-8, File No. 333- 09473 filed with the Commission on
August 2, 1996 are hereby incorporated by reference with the exception of
Exhibits 5.01, 23.01, 23.02 and 99.01, which are provided herewith.
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SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Copiague, State of New York, on the 16th day of July,
1998.
AMERICAN BIOGENETIC SCIENCES, INC.
By: /s/ Alfred J. Roach
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Alfred J. Roach, Chairman of the Board
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Alfred J. Roach, Josef C. Schoell
and Timothy J. Roach and each of them with power of substitution, as his
attorney-in-fact, in all capacities, to sign any amendments to this registration
statement (including post-effective amendments) and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-facts or their substitutes may do or cause to be done 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 indicated on the 16th day of July, 1998.
Signature Title
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/s/ Alfred J. Roach
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Alfred J. Roach Chairman of the Board (Chief Executive Officer)
/s/ Josef C. Schoell Vice President, Finance (Principal Financial and Accounting
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Josef C. Schoell Officer)
/s/ Gustav Victor Rudolph Born
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Gustav Victor Rudolph Born Director
/s/ Ellena M. Byrne
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Ellena M. Byrne Director
/s/ Joseph C. Hogan
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Joseph C. Hogan Director
/s/ Stephen H. Ip
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Stephen H. Ip Director
/s/ Timothy J. Roach
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Timothy J. Roach Director
/s/ William G. Sharwell
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William G. Sharwell Director
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EXHIBIT INDEX
Exhibit
Number
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5.01 Opinion and consent of Leonard W. Suroff, Esq. as to the
legality of the Class A Common Stock being offered.
23.01 Consent of Arthur Andersen LLP
23.02 Consent of Leonard W. Suroff, Esq. (contained in Exhibit
5.01).
99.01 American Biogenetic Sciences, Inc. 1996 Stock Option Plan, as
amended.
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