AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 8, 1999
FILE NO. 333-______
-------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
---------------
LEUKOSITE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
04-3173859
(I.R.S. EMPLOYER IDENTIFICATION NO.)
215 FIRST STREET, CAMBRIDGE, MA 02142
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
---------------
LEUKOSITE, INC.
AMENDED AND RESTATED 1993 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
CHRISTOPHER K. MIRABELLI, PH.D.
Chairman of the Board of Directors,
President and Chief Executive Officer
LEUKOSITE, INC.
215 First Street
Cambridge, Massachusetts 02142
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(617) 621-9350
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
---------------
COPIES TO:
JUSTIN P. MORREALE, ESQ.
JULIO E. VEGA, ESQ.
BINGHAM DANA LLP
150 Federal Street
Boston, MA 02110-1726
(617) 951-8000
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE (1) FEE
- ---------------------------------------------------------------------------------------------------
Common Stock,
$.01 par value.................. 450,000 N/A $12,375,000 $3,440.25
--------------------------------------------------------------------------------------------------
(1) The proposed maximum offering price has been estimated pursuant to Rule
457(h) solely for the purpose of calculating the registration fee. It is not
known how many shares will be purchased under the Plan or at what price such
shares will be purchased. The estimate of the proposed maximum aggregate
offering price has been calculated based on the offering of up to 450,000 shares
at an exercise price of $27.50 per share, which is the average of the high and
low prices of the Registrant's Common Stock as listed on the National
Association of Securities Dealers Automated Quotation ("Nasdaq") National Market
System on November 3, 1999.
PART II
INTRODUCTION
This Registration Statement on Form S-8 is filed by LeukoSite, Inc.,
a Delaware corporation (the "Company" or the "Registrant") in connection with
the registration of 450,000 shares of common stock, par value $0.01 per share
of the Company (the "Shares"), which shares are being registered as
additional securities to the 2,125,000 shares of common stock, par value
$0.01 per share of the Company which were previously registered on the
Company's Form S-8 filed on May 14, 1998 (File No. 333-52647) (the "Prior
Registration Statement"). Pursuant to General Instruction E of Form S-8, the
contents of the Prior Registration Statement are incorporated by reference
herein.
ITEM 8. EXHIBITS
The following exhibits are filed as part of this Registration
Statement:
4.1 Restated Certificate of Incorporation of the Registrant.
Incorporated by reference to Exhibit 3.3 to the Registrant's
Registration Statement Form S-1 (File No. 333-30213).
4.2 Amended and Restated By-Laws of the Registrant. Incorporated
by reference to Exhibit 3.4 to the Registrant's Registration
Statement on Form S-1 (File No. 333-30213).
4.3 Amended and Restated 1993 Stock Option Plan of the Registrant.
Incorporated by reference to Exhibit 10.23 to the Registrant's
Registration Statement on Form S-1 (File No. 333-30213).
5 Opinion of Bingham Dana LLP with respect to the legality
of the shares being registered.
23.1 Consent of Bingham Dana LLP (included in Exhibit 5).
23.2 Consent of Arthur Andersen LLP.
24 Power of Attorney (included in signature page to this
Registration Statement).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 City of Cambridge,
Commonwealth of Massachusetts, on this 8th day of November, 1999.
LEUKOSITE, INC.
By: /s/ Christopher K. Mirabelli
---------------------------------
Christopher K. Mirabelli, Ph.D.
Chairman of the Board of Directors,
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints
Christopher K. Mirabelli and Augustine Lawlor and each of them severally,
acting alone and without the other, his/her true and lawful attorney-in-fact
with the authority to execute in the name of each such person, and to file
with the Securities and Exchange Commission, together with any exhibits
thereto and other documents therewith, any and all amendments (including
without limitation post-effective amendments) to this Registration Statement
on Form S-8 necessary or advisable to enable the Registrant to comply with
the Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission in respect thereof,
which amendments may make such other changes in the Registration Statement as
the aforesaid attorney-in-fact executing the same deems appropriate.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Christopher K. Mirabelli Chairman of the Board of Directors, President November 8, 1999
- ------------------------------- and Chief Executive Officer
Christopher K. Mirabelli, Ph.D. (Principal Executive Officer)
/s/ Augustine Lawlor Vice President, Corporate Development and Chief November 8, 1999
- ------------------------------- Financial Officer
Augustine Lawlor (Principal Financial and Accounting Officer)
/s/ Kate Bingham Director November 8, 1999
- -------------------------------
Kate Bingham
/s/ James Cavanaugh Director November 8, 1999
- -------------------------------
James Cavanaugh
/s/ Yasunori Kaneko Director November 8, 1999
- -------------------------------
Yasunori Kaneko
/s/ Martin Peretz Director November 8, 1999
- -------------------------------
Martin Peretz
/s/ Mark Skaletsky Director November 8, 1999
- -------------------------------
Mark Skaletsky
/s/ Timothy A. Springer Director November 8, 1999
- -------------------------------
Timothy A. Springer
/s/ Christopher T. Walsh Director November 8, 1999
- -------------------------------
Christopher T. Walsh
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
4.1 Restated Certificate of Incorporation of the Registrant.
Incorporated by reference to Exhibit 3.3 to the Registrant's
Registration Statement Form S-1 (File No. 333-30213).
4.2 Amended and Restated By-Laws of the Registrant. Incorporated by
reference to Exhibit 3.4 to the Registrant's Registration
Statement on Form S-1 (File No. 333-30213).
4.3 Amended and Restated 1993 Stock Option Plan of the Registrant.
Incorporated by reference to Exhibit 10.23 to the Registrant's
Registration Statement on Form S-1 (File No. 333-30213).
5 Opinion of Bingham Dana LLP with respect to the legality
of the shares being registered.
23.1 Consent of Bingham Dana LLP (included in Exhibit 5).
23.2 Consent of Arthur Andersen LLP.
24 Power of Attorney (included in signature page to this
Registration Statement).