AS FILED WITH THE SECURITIES AND EXCHANGE REGISTRATION NO. - 333-86819
COMMISSION ON OCTOBER 19, 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
CHESAPEAKE BIOLOGICAL LABORATORIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARYLAND 52-1176514
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
1111 SOUTH PACA ST.
BALTIMORE, MD 21230-2591
(410) 843-5000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

THOMAS P. RICE
PRESIDENT, CHIEF EXECUTIVE OFFICER
1111 SOUTH PACA ST.
BALTIMORE, MD 21230-2591
(410) 843-5000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)

COPIES OF ALL COMMUNICATIONS, INCLUDING ALL COMMUNICATIONS SENT
TO THE AGENT FOR SERVICE, SHOULD BE SENT TO:

RICHARD C. TILGHMAN, JR., ESQUIRE
PIPER & MARBURY L.L.P.
36 SOUTH CHARLES STREET
BALTIMORE, MARYLAND 21201
(410) 539-2530

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.

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 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
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
TITLE OF SHARES TO BE REGISTERED PROPOSED MAXIMUM AGGREGATE OFFERING PRICE AMOUNT OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------

COMMON STOCK, $.01 PAR VALUE $3,464,377.59 $963.10
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------

(1) CALCULATED IN ACCORDANCE WITH RULE 457(o) OF THE SECURITIES ACT OF 1933, AS
AMENDED.

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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is prohibited.

PROSPECTUS SUBJECT TO COMPLETION
OCTOBER 19, 1999

1,385,751 SHARES

CHESAPEAKE BIOLOGICAL LABORATORIES, INC.

COMMON STOCK

-----------

This prospectus relates to the public offering from time to time of
1,385,751 shares of common stock of Chesapeake Biological Laboratories, Inc. by
the stockholders named later in this prospectus. We expect these stockholders to
sell most or all of these shares in the Nasdaq National Market. We describe how
these stockholders may sell their shares in the "Plan of Distribution" section
of this prospectus. We will not receive any proceeds from the sale of shares
offered by this prospectus. However, we will receive cash upon any exercise of
the warrants described in this prospectus.

Our common stock is quoted on the Nasdaq National Market under the
symbol "CBLI." On September 1, 1999, the last sale price for the common stock as
reported on the Nasdaq Stock Market was $2.50 per share.

BEGINNING ON PAGE 3, WE HAVE LISTED SEVERAL "RISK FACTORS" WHICH YOU
SHOULD CONSIDER. YOU SHOULD READ THE ENTIRE PROSPECTUS CAREFULLY BEFORE YOU MAKE
YOUR INVESTMENT DECISION.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR
DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is , 1999.

WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT
FROM THAT CONTAINED IN THIS PROSPECTUS. NO ONE MAY SELL THESE SECURITIES UNTIL
THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS
EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER
TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to "incorporate" into this prospectus information we
periodically file with the SEC in other documents. This means that we can
disclose important information to you by referring to other documents containing
that information. The information may include documents we file after the date
of this prospectus that update and supersede the information provided in this
prospectus. We are incorporating by reference the documents listed below, except
to the extent information in those documents is different from the information
contained in this prospectus, together with information contained in all future
documents we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act until the offering of these securities is completed. The
filings are under SEC File No. 001-12748:

(i) Annual Report on Form 10-K for the year ended March 31, 1999;

(ii) Report on Form 8-K filed with the SEC on May 25, 1999;

(iii) Quarterly Report on Form 10-Q for the quarter ended June 30, 1999;

(iv) Definitive Proxy Statement filed on September 14, 1999;

(v) Report on Form 8-K filed with the SEC on September 20, 1999;

(vi) Amendment to Annual Report on Form 10-K/A filed on September 27,
1999; and

(vii) the description of common stock contained in Item 9 of CBL's
Registration Statement S-2, filed April 27, 1997 with the Commission under the
1933 Act.

You may request a copy of these documents, at no cost, by writing to:

Chesapeake Biological Laboratories, Inc.
1111 South Paca Street,
Baltimore, Maryland 21230
Attention: Chief Financial Officer

FORWARD LOOKING STATEMENTS

We have made statements in this prospectus, our Annual Report on Form
10-K, and other documents that are incorporated by reference into this
prospectus that constitute forward-looking statements, as that term is defined
in the Private Securities Litigation Reform Act of 1995. These statements are
subject to risks and uncertainties. These forward-looking statements generally
are accompanied by words such as "intend," "anticipate," "believe," "estimate,"
"expect," "should," or similar expressions. You should understand that these
forward-looking statements are subject to a number of assumptions, risks and
uncertainties that could cause our actual results to differ materially from
those expressed or implied in the forward-looking statements. Important factors
that could cause actual results to differ materially from the estimates or
projections we make in forward-looking statements include those described in
"Risk Factors."

-1-

CHESAPEAKE BIOLOGICAL LABORATORIES, INC.

We provide pharmaceutical and biopharmaceutical companies with product
development and production services. These services include development and
production of parenteral (injectable, non-digestible) and other sterile
products. We serve a broad range of customers, from major international
pharmaceutical firms to emerging biotechnology companies. Since 1990, we have
provided services on a contract basis to more than 100 pharmaceutical and
biotechnology companies and have contributed to the development and production
of more than 100 therapeutic products. Customers contract with us for the
following services:

- production of development stage products for use in FDA required
toxicology studies and clinical trials; and

- production and manufacture of FDA approved products for commercial
sale.

Biopharmaceutical products are derived from biological materials. They
typically involve larger, more complex molecules than traditional pharmaceutical
products, which generally are based upon smaller, more stable, synthetic organic
molecules. The products we develop and produce are very sensitive to the
production process. Even a slight variation in processing time or temperature
can render the product unusable. The complexity and instability of
biopharmaceutical products require specialized technology and expertise for
development, production and analysis.

We provide specialized development services, including:

- research and development of sterile product formulations;

- test method development and validation;

- process design and manufacturing validations;

- regulatory and compliance consulting;

- preparation of clinical trial and toxicology materials;

- container-closure system design; and

- accelerated and ongoing stability studies.

We received ISO (International Organization for Standardization) 9001
certification in June 1996. This certification demonstrates our conformance with
the established international quality management standards for product design,
development, production, inspection and testing. We believe that ISO 9001
certification is important in attracting domestic and international customers.

We intend to provide our services to more pharmaceutical and
biotechnology companies in the future. We believe that increasing our
development and production capabilities will help us achieve this goal. We have
the capacity for these increases in our newly renovated 70,000 square foot
sterile pharmaceutical production facility, which the FDA has inspected. We
believe the following factors allow us to provide competitive, cost-effective
contract services to the pharmaceutical and biopharmaceutical industries:

- our established experience and expertise;

- ISO 9001 certification;

- increased capacity provided by our facility; and

- our ability to offer a broad range of drug development and
production services.

Our executive offices are located at 1111 South Paca Street, Baltimore,
Maryland 21230, and our telephone number is: (410) 843-5000.

-2-

RISK FACTORS

You should carefully consider the following risks before you decide to
buy our common stock. Our business, financial condition or operating results may
suffer if any of the events described in the following risk factors actually
occur. There may be additional risks that we are not currently able to identify.
These may also adversely affect our business, financial condition or operating
results. If any of the events we have identified or those that we cannot now
identify occurs, the trading price of our common stock could decline, and you
may lose all or part of the money you paid to buy our common stock.

WE NEED TO EXPAND OUR PRODUCTION AND DEVELOPMENT SERVICES CAPABILITIES.

Our equipment is designed to meet the needs of customers whose
production runs are in the range of 30 to 50 thousand units per run. We will
need to acquire manufacturing equipment capable of larger production runs if we
are to increase our customer base. We do not currently have a source of funding
to acquire this kind of equipment. If we do not acquire this kind of
manufacturing equipment, we will not be able to effectively serve our existing
larger customers or attract new customers who wish to produce larger lots.

WE CURRENTLY OPERATE UNDER SHORT TERM AGREEMENTS

We receive most of our business from different companies under
individual purchase orders and short term agreements. Therefore, we have no
guaranteed or long-term customers or revenues. We need to continue to
successfully negotiate an increased number of purchase orders and contracts with
a larger number of clients to increase our revenues. If we fail to maintain or
increase our current rate of incoming orders, our revenues and our profits will
decline.

WE FACE SIGNIFICANT COMPETITION

We compete directly with several pharmaceutical product development
organizations, contract manufacturers of biopharmaceutical products and
university research laboratories. Generally, the companies who produce
biopharmaceutical products do not engage in product development and the
companies who provide product development services do not have the equipment or
expertise to manufacture biopharmaceutical products. However, many of our
competitors, particularly large established pharmaceutical and biotechnology
companies, have many more resources than we do. If any of these competitors or
new ones decide to provide the same services that we provide at lower prices, we
may be forced to lower our prices. If this happens, our profitability will
decrease. If our competitors have greater financial resources, they may be able
to sustain these pricing pressures better than we can. Prolonged price
competition is likely to have a material adverse effect on our business and
results of operations.

WE MUST COMPLY WITH VERY STRICT GOVERNMENTAL REGULATIONS

We must ensure that our products and services continuously comply with
stringent requirements designed to ensure the quality and integrity of
pharmaceutical products. These requirements include the U.S. Federal Food, Drug
and Cosmetic Act and FDA administered Current Good Manufacturing Practices
(known as cGMP) regulations. These regulations apply to all phases our business,
including the following:

- drug testing and manufacturing;

- record keeping;

- personnel management;

- management and operations of facilities and equipment;

- control of materials, processes and laboratories; and

- packaging, labeling and distribution.

If we fail to comply with the FDA's regulations, any data we collect in
our development process could be disqualified and our ongoing research could be
terminated. If we violate the FDA's regulations, we could face additional
regulatory sanctions. In severe cases, the FDA could close our facilities. If
our data is disqualified, or if

-3-

our facilities are closed, even for a shortperiod of time, we would have
difficulty obtaining new purchase orders and contracts. If we cannot obtain new
purchase orders and contracts, it would be difficult for us to continue our
business.

WE MAY BE LIABLE FOR ENVIRONMENTAL RISKS AND HAZARDOUS MATERIALS

We use controlled hazardous materials in our production and
manufacturing and research and development processes. We must comply with many
laws and regulations governing the use, manufacture, storage, handling and
disposal of these materials. We may be liable for any damages from contamination
or injury caused by these hazardous materials. This kind of liability could
exceed our resources.

We may also have to incur significant costs to comply with environmental
laws and regulations in the future and maintain environmental programs
acceptable to the regulatory authorities. These costs could exceed the resources
we have budgeted for them, or even exceed our available resources. A significant
increase in these costs would likely have an adverse effect on our
profitability.

WE RELY ON OUR CUSTOMERS OUTSOURCING THEIR DEVELOPMENT AND MANUFACTURING

We receive most of our business from customers in the pharmaceutical,
biotechnology and medical device industries who outsource the following:

- research and development expenditures;

- production-related compliance testing expenditures to conduct
development and testing projects; and

- contract manufacturing expenditures to produce the pharmaceuticals
necessary for development and testing projects and for commercial
sale.

These industries may experience a general economic decline or
participants may decide to reduce the outsourcing of their research,
development, testing and manufacturing or production activities. If this
happens, we would lose a major source of our business and we might not be able
to continue.

WE DEPEND ON OUR ABILITY TO ATTRACT AND RETAIN HIGHLY QUALIFIED PERSONNEL

Our future success depends on the continued services of our executive
officers and other members of our management team, as well as our scientists and
marketing personnel. To grow our business, we will need to add highly skilled
individuals to our staff. We face intense competition for highly qualified
people because there is a shortage of qualified professionals. We cannot assure
you that we will be able to retain our existing key personnel or that we will be
able to attract and retain enough additional or replacement personnel to support
our business. If we cannot, it is unlikely that we will be able to grow our
business as we are planning, and we may not be able to operate our existing
business efficiently.

POTENTIAL LIABILITY AND RISKS OF OPERATIONS

The products we produce are used by the public. Therefore, we face
liability for personal injury or death to persons using these products, even
though we do not market or sell products to the public. Our operations and
prospects could materially suffer if we had to pay damages or incur defense
costs in connection with a claim and could not obtain repayment under an
indemnity agreement or if our liability exceeds the amount of any insurance or
indemnity available to us. We currently maintain product liability insurance of
only $1,000,000 per claim and $2,000,000 for all claims in a single year to
cover these risks.

OUR OPERATING RESULTS AND FINANCIAL PERFORMANCE MAY FLUCTUATE

Our revenues and operating results have varied substantially from
quarter to quarter during the past several years. We expect continued quarterly
fluctuations based on such factors as:

- our customers' timing of commencement, completion or cancellation of
large contracts;

-4-

- the way we invoice our customers under different contracts;

- when we incur expenses for facilities and equipment; and

- the profit margins associated with the types business we have in any
given quarter.

We believe that you should not rely on quarterly comparisons of our
financial results as an indication of our possible future performance. Also,
fluctuations in our quarterly results may affect the market price of the common
stock for reasons unrelated to our longer term potential.

WE MAY EXPERIENCE PROBLEMS RELATED TO YEAR 2000 ISSUES THAT COULD ADVERSELY
AFFECT OUR BUSINESS

Many computer systems and software products accept only two-digit year
entries in the date code field. Consequently, on January 1, 2000, these systems
could fail or malfunction because they may not be able to distinguish 21st
century dates from 20th century dates. Although our computer systems are now
Year 2000 certified, we cannot assure you that we will not experience any
problems related to the change in century. Because we depend substantially upon
the proper functioning of our computer systems, a failure of our systems to
correctly recognize dates beyond December 31, 1999 could materially disrupt our
operations and seriously harm our ability to function properly. The Year 2000
problem could also adversely affect our business by causing the systems operated
by our customers, vendors or other business partners to fail.

OUR STOCK PRICE MAY FLUCTUATE SIGNIFICANTLY AFTER THIS OFFERING, AND YOU COULD
LOSE ALL OR PART OF YOUR INVESTMENT AS A RESULT

We cannot predict how our common stock will trade in the future. The
market price of our common stock may fluctuate significantly due to a number of
factors, some of which may be beyond our control. These factors include:

- developments in our relationships with customers;

- changes in FDA and other governmental regulations;

- actual or expected fluctuations in our operating results;

- failure of securities analysts to cover our company;

- changes in earnings estimates for our company by securities analysts
or our ability to meet those estimates;

- the operating and stock price performance of other comparable
companies;

- sales of large numbers of shares of our common stock by existing
stockholders;

- we have a relatively small number of shares that are publicly
tradable;

- overall stock market fluctuations; and

- overall economic conditions.

U.S. stock markets have experienced extreme price and volume
fluctuations in the past. This volatility has significantly affected the market
prices of securities of many pharmaceutical and biotechnology companies, and
companies such as ours in related industries, for reasons frequently unrelated
or disproportionate to the operating performance of the specific companies.
These broad market fluctuations may adversely affect the market price of the
common stock regardless of our actual performance.

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the shares
offered by this prospectus. However, we will receive cash upon any exercise of
the warrants described in this prospectus.

-5-

SELLING STOCKHOLDERS

The following table identifies the selling stockholders and the maximum
number of shares of common stock each selling stockholder plans to sell in this
offering. We have calculated the beneficial ownership after the offering by
assuming that the selling stockholders converted all of their shares of
Preferred Stock to common stock, exercised all of their warrants and sold all
shares of common stock covered by this prospectus.

Several of the selling stock holders are affiliated with us. Their
names and relationships with us are: Thomas P. Rice - President and Chief
Executive Officer and a member of the Board of Directors; Harvey L. Miller,
Regis F. Burke - members of the Board of Directors; and Narlin B. Beaty - Chief
Technical Officer and a member of the Board of Directors.

Shares Beneficially Shares Beneficially
Owned Before Shares Owned After
Offering Offered Offering
- ------------------------------------------------------------------------------------------------------------------------
Name of Holder/Method of Acquisition Number Percent
- ------------------------------------------------------------------------------------------------------------------------

Corporate Opportunities Fund, L.P.(1)............... 945,885 147,427 - *

Corporate Opportunities Fund (Institutional), L.P(1) 945,885 798,458 - *

Howard & Phyllis J. Silverman, JTWROS(1)............ 69,933 69,933 - *

LAB Partners(1)..................................... 69,933 69,933 - *

Thomas P. Rice, President and CEO(2)................ 162,500 42,500 120,000 1.8%

Harvey L. Miller, Director(2)....................... 102,500 42,500 60,000 *

Regis F. Burke, Director(2)......................... 73,200 42,500 30,700 *

Michael A. Besche(2)................................ 42,500 12,500 - *

A.C. Besche Foundation(2)........................... 10,000 10,000 - *

Virginia B. Besche Trust(2)......................... 20,000 20,000 - *

G. Grayson Boyce(2)................................. 42,500 42,500 - *

Narlin B. Beaty,(2)
Chief Technical Officer and Director ............... 167,791 12,500 155,291 2.4%

First Union National Bank(3)........................ 75,000 75,000 - *

- -------------
*Less than 1%.

1. We sold shares of our Convertible Preferred Stock to Corporate Opportunities
Fund, L.P., Corporate Opportunities Fund (institutional), L.P , Howard & Phyllis
J. Silverman and LAB Partners, on May 10, 1999. If these investors were to
convert their shares of preferred stock into common stock today, they would
receive an aggregate of 1,034,051 shares of common stock. We also granted
warrants to these investors to purchase an aggregate of 51,700 shares of common
stock.

2. We sold an aggregate of 225,000 shares of our common stock to Thomas P. Rice,
Harvey L. Miller, Regis F. Burke, Michael A. Besche, G. Grayson Boyce, A.C.
Besche Foundation, Virginia B. Besche Trust and Narlin B. Beaty, on April 8,
1999.

3. We granted a warrant to First Union National Bank to purchase 75,000 shares
of our common stock when we modified the loan agreements we have with them.

-6-

PLAN OF DISTRIBUTION

The selling stockholders may offer their shares to the public from time to time
after the date of this prospectus. We anticipate that the selling stockholders
may sell all or a portion of their shares from time to time through the Nasdaq
National Market and to or through one or more broker-dealers at then current
market prices. The selling stockholders may also make negotiated sales directly
or though one or more broker-dealers. Broker-dealers participating in these
types of transactions may receive compensation in the form of discounts or
commissions (including, without limitation, customary brokerage commissions)
from the selling stockholders effecting such sales. The selling stockholders and
any broker-dealers who act in connection with sales of our common stock may be
deemed to be "underwriters" as that term is defined in the Securities Act of
1933.

The selling stockholders are responsible for all discounts and selling
commissions (if any), fees and expenses of their counsel and other advisors, and
any other expenses they incur by selling their shares. We agreed to pay the
registration fee to the SEC, the listing fee to Nasdaq and the fees and expenses
of our counsel and accountants.

LEGAL MATTERS

Our counsel, Piper & Marbury L.L.P. of Baltimore, Maryland, has given us an
opinion that our shares of common stock offered by this prospectus are duly and
validly issued, fully paid and non-assessable.

EXPERTS

Arthur Andersen, LLP, independent public accountants, have audited the
consolidated financial statements of our company at March 31, 1999 and 1998 and
for each of the three years in the period ended March 31, 1999, which we
incorporate by reference in this prospectus and registration statement, as
indicated in their reports on the financial statements, which we also
incorporate by reference. We have incorporated these consolidated financial
statements by reference in reliance upon the authority of Arthur Andersen, LLP
as experts in giving those reports.

AVAILABLE INFORMATION

We are subject to the informational requirements of the Securities Exchange Act
of 1934, and file reports, proxy statements and other information with the SEC,
which you should read for additional information regarding our company. You may
obtain copies of those filings from the SEC's Public Reference Room at 450 Fifth
Street, N.W., Washington, D.C. 20549, its regional offices located at 7 World
Trade Center, 13th Floor, New York, New York 10048 and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511, by calling the SEC at
1-800-SEC-0330, or from the SEC's Internet web site at http://www.sec.gov.

This prospectus is part of a registration statement that we filed with the SEC.
The registration statement contains more information than this prospectus,
including certain exhibits. You can get a copy of the registration statement
from the SEC at the address listed above or from its web site.

-7-

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-----------------------------

TABLE OF CONTENTS

PAGE
----

Incorporation of Certain
Documents by Reference........................1
Forward Looking Statements....................1
Chesapeake Biological Laboratories, Inc.......2
Risk Factors..................................3
Use of Proceeds...............................5
Selling Stockholders..........................6
Plan of Distribution..........................7
Legal Matters.................................7
Experts.......................................7
Available Information.........................7

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

1,385,751 SHARES

CHESAPEAKE BIOLOGICAL
LABORATORIES, INC.

COMMON STOCK

PROSPECTUS

OCTOBER 19, 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the expenses in connection with this
Registration Statement. CBL will pay all expenses of the offering. All of such
expenses are estimates, other than the filing fees payable to the Securities and
Exchange Commission and the Nasdaq National Market Listing Fees.

Filing Fee-Securities and Exchange Commission...............................................$ 963.10
Nasdaq National Market Listing Fees......................................................... 17,500.00
Fees and Expenses of Counsel................................................................. 2,500.00
Miscellaneous Expenses...................................................................... 3,036.90
TOTAL.......................................................................................$24,000.00

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 2-418 of the Maryland General Corporation Law permits
indemnification of directors, officers, agents and controlling persons of a
corporation under certain conditions and subject to certain limitations. CBL's
Charter and Bylaws include provisions requiring that CBL indemnify its directors
and officers to the fullest extent permitted by Maryland General Corporation
Law, including circumstances in which indemnification is otherwise
discretionary.

ITEM 16. EXHIBITS.

EXHIBIT NO. DESCRIPTION
---------- -------------

3.1 Articles of Amendment and Restatement of the Charter*
+3.2 Articles Supplementary to the Articles of Amendment and
Restatement of the Charter
3.3 Amended and Restated By-Laws date December 31, 1994**
4.2 Preferred Stock Purchase Agreement dated of May 20, 1999, by and
among CBL and Corporation Opportunities Fund, L.P., Corporate
Opportunities Fund (institutional), L.P. Howard & Phyllis J
Silverman, JTWROS, and LAB Partners.***
4.3 Common Stock Warrant dated as of May 20, 1999 issued by CBL to
Corporate Opportunities Fund, L.P.***
4.4 Common Stock Warrant dated as of May 20, 1999 issued by CBL to
Corporate Opportunities Fund (institutional), L.P.***
4.5 Common Stock Warrant dated as of May 20, 1999 issued by CBL to Howard
& Phyllis Silverman JTWROS.***
4.6 Common Stock Warrant dated as of May 20, 1999 issued by CBL to LAB
Partners.***
4.7 Common Stock Purchase Agreement dated as of April 8, 1999 by and among
CBL and Thomas P.Rice, Harvey L. Miller, Regis F. Burke, Michael A.
Besche, A.C. Besche Foundation, Virginia B. Besche Trust, G. Grayson
Boyce, and Narlin B. Beaty.***
+4.8 Common Stock Warrant, dated as of June 11, 1999, between CBL and First
Union National Bank.
4.9 Registration Rights Agreement dated as of May 20, 1999 by and among
CBL and Corporate Opportunities Fund, L.P., Corporate Opportunities
Fund (institutional), L.P. Howard & Phyllis J Silverman, JTWROS, and
LAB Partners.***
4.10 Registration Rights Agreement dated as of April 8, 1999 by and
among CBL and Thomas P.Rice, Harvey L. Miller, Regis F. Burke,
Michael A. Besche, A.C. Besche Foundation, Virginia B. Besche
Trust, G. Grayson Boyce, and Narlin B. Beaty.***
+5.1 Opinion of Piper & Marbury L.L.P.
+23.1 Consent of Arthur Andersen, LLP
+23.5 Consent of Piper & Marbury L.L.P. (contained in Exhibit 5.1)
+24.1 Powers of Attorney (included on signature page)

* Incorporated by reference from the Registrant's Registration Statement on
Form S-2 (No. 333-25903).
** Incorporated by reference from CBL's Quarterly Report on Form 10-Q for
the fiscal quarter ended September 30, 1994.
*** Incorporated by reference from CBL's Current Report on Form 8-K filed May
25, 1999.
+ Filed with S-3 filed September 9, 1999

ITEM 17. UNDERTAKINGS.

(a) 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

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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,
suite or proceeding) is asserted by such director, officer or controlling person
in connection with the 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.

(b) The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus 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.

(1) To file, during any period in which offers or sales 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, as amended (the "Securities Act");

(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;

(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 (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs in contained in periodic reports filed by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") that are incorporated by reference in the
registration statement.

(2) That for the purpose of determining any liability under the
Securities Act, 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.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Baltimore, Maryland, on
this 19th day of October, 1999.

CHESAPEAKE BIOLOGICAL LABORATORIES, INC.

By /s/ Thomas P. Rice
---------------------

/s/ John T. Janssen
---------------------

Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.

Signature Title Date
--------- ----- ----

* President and Chief Executive Officer and Director October 19, 1999
- ----------------
-
Thomas P. Rice

* Chief Financial Officer and Treasurer October 19, 1999
- ----------------
John T. Janssen

* Chief Technical Officer and Director October 19, 1999
- ----------------
Narlin B. Beaty, Ph.D

* Secretary October 19, 1999
- ----------------
Robert J. Mello

* Director October 19, 1999
- ----------------
Harvey L. Miller

By: /s/ Thomas P. Rice
------------------
Thomas P. Rice Attorney in Fact

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