Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement
under
The Securities Act of 1933
U.S. BIOSCIENCE, INC.
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(Exact name of issuer as specified in its charter)
Delaware 23-2460100
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Tower Bridge, 100 Front Street
West Conshohocken, Pennsylvania 19428
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(Address of principal executive offices) Zip Code
U.S. Bioscience, Inc. Non-Executive Stock Option Plan
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(Full title of the Plan)
Philip S. Schein, M.D.
Chairman and Chief Executive Officer
U.S. Bioscience, Inc.
One Tower Bridge, 100 Front Street
West Conshohocken, Pennsylvania 19428
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(Name and address of agent for service)
(610) 832-0570
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(Telephone number, including area code, of agent for service)
Copies to:
Alan H. Molod, Esquire
Wolf, Block, Schorr and Solis-Cohen
Twelfth Floor Packard Building
Philadelphia, Pennsylvania 19102
(215) 977-2188
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price per offering registration
to be registered registered share (1) price fee
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Common Stock, $.01 750,000(2) $12.6875 $9,515,625 $3,281
par value
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(1) Calculated pursuant to Rule 457(h) and Rule 457(c) under the Securities
Act of 1933, based upon the average of the high and low prices of the
Company's Common Stock on the American Stock Exchange of $12.6875 per share
on September 20, 1996.
(2) Pursuant to Rule 416 under the Securities Act of 1933, this Registration
Statement also covers such additional shares as may hereinafter be offered
or issued to prevent dilution resulting from stock splits, stock dividends,
recapitalizations or certain other capital adjustments.
PART II
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. Incorporation of Documents by Reference.
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The following documents filed by U.S. Bioscience, Inc. (the
"Registrant") with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934 are incorporated into this registration
statement by reference:
1. The Registrant's Annual Report on Form 10-K, for the year
ended December 31, 1995.
2. The Registrant's Quarterly Report on Form 10-Q, for the
quarter ended March 31, 1996.
3. The Registrant's Quarterly Report on Form 10-Q, for the
quarter ended June 30, 1996.
4. The description of the Registrant's shares of Common Stock, par
value $.01 per share (the "Common Stock"), contained in the Registration
Statement filed by the Registrant to register such securities under the
Securities Exchange Act of 1934, including Amendment No. 2 on Form 10/A filed
May 3, 1996 and all other amendments and reports filed for the purpose of
updating such description prior to the termination of the offering of the Common
Stock offered hereby.
All documents filed by the Registrant pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of
this registration statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby 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 date of filing such documents. Any
statement contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes hereof to the extent that a
statement contained herein (or in any other subsequently filed document which
also is incorporated by reference herein) modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed to constitute a part
hereof except as so modified or superseded.
Item 4. Description of Securities.
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Not applicable.
Item 5. Experts.
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The consolidated financial statements of U.S. Bioscience, Inc.
appearing in Registrant's Annual Report (Form 10-K) for the year ended December
31, 1995, have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon included therein and incorporated herein by
reference. Such financial statements are, and audited financial statements to
appear in subsequently filed documents will be, incorporated herein by reference
in reliance upon the reports of Ernst & Young LLP pertaining to such financial
statements (to the extent covered by consents filed with the Securities and
Exchange Commission) given upon the authority of such firm as experts in
accounting and auditing.
Item 6. Indemnification of Directors and Officers.
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Under Section 145 of the General Corporation Law of the State of
Delaware, as amended, the Company has the power to indemnify directors and
officers under prescribed circumstances and subject to certain limitations
against certain costs and expenses, including attorneys' fees, actually and
reasonably incurred in connection with any action, suit or proceeding,
whether civil, criminal, administrative or investigative, to which any of
them is a party by reason of his or her being a director or officer of the
Company if it is determined that he or she acted in accordance with the
applicable standard of conduct set forth in such statutory provisions.
Article Six of the Company's Certificate of Incorporation
provides indemnification to directors and officers of the Company against
all expenses, liability and loss reasonably incurred as a result of such
person's being a party to, or threatened to be made a party to, any action,
suit or proceeding by reason of the fact that he or she is or was a
director or officer of the Company or is or was serving at the request of
the Company as a director, officer, employee or agent of another
enterprise, to the fullest extent authorized by the General Corporation Law
of the State of Delaware. Article Six further permits the Company to
maintain insurance, at its expense, to protect itself and any such director
or officer of the Company or another enterprise against any such expenses,
liability or loss, whether or not the Company would have the power to
indemnify such person against such expenses, liability or loss under the
General Corporation Law of the State of Delaware. The Company has
purchased directors' and officers' liability insurance.
Item 7. Exemption from Registration Claimed.
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Not applicable.
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Item 8. Exhibits.
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The following Exhibits are filed as part of this Registration
Statement:
4 U.S. Bioscience, Inc. Non-Executive Stock Option Plan
(incorporated by reference to Exhibit 10.20 to the Registrant's
Annual Report on Form 10-K filed with the Securities and
Exchange Commission on March 20, 1996)
5 Opinion of Wolf, Block, Schorr and Solis-Cohen
23.1 Consent of Ernst & Young LLP
23.2 Consent of Wolf, Block, Schorr and Solis-Cohen
(contained in Exhibit 5)
24 Power of Attorney (contained on signature page in Part
II of the Registration Statement)
Item 9. Undertakings.
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(a) The undersigned Registrant hereby undertakes:
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;
(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)(l)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the
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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.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement 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.
(h) 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 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, suit 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.
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SIGNATURES AND POWER OF ATTORNEY
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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 Borough of West Conshohocken,
Commonwealth of Pennsylvania on August 27, 1996.
U.S. BIOSCIENCE, INC.
By: /s/ Robert I. Kriebel
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Robert I. Kriebel
Senior Vice President - Finance
and Administration and Treasurer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Philip S. Schein, M.D., Robert I.
Kriebel and Martha E. Manning and each of them, such person's true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in such person's name, place and stead,
in any and all capacities, to sign any and all amendments to this
Registration Statement, including post-effective amendments, and to file
the same with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be lawfully done in
connection with any such filing, as fully as such person might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or their substitute or substitutes, may lawfully 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 and on the dates indicated.
Signature Title Date
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/s/ Philip S. Schein Director; Principal September 18, 1996
- -------------------------- Executive Officer
Philip S. Schein, M.D.
- -------------------------- Director
C. Boyd Clarke
/s/ Robert I. Kriebel Director; Principal August 27, 1996
- -------------------------- Financial Officer
Robert I. Kriebel
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/s/ Robert L. Capizzi Director August 23, 1996
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Robert L. Capizzi, M.D.
/s/ Paul Calabresi Director September 18, 1996
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Paul Calabresi, M.D.
Director
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Douglas J. MacMaster, Jr.
/s/ Allen Misher Director September 18, 1996
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Allen Misher, Ph.D.
Director
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Jonah Shacknai
/s/ Betsey Wright Director August 30, 1996
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Betsey Wright
/s/ Mark R. Bausinger Principal Accounting August 29, 1996
- -------------------------- Officer
Mark R. Bausinger
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U.S. BIOSCIENCE, INC.
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
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Exhibit No. Page
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4 U.S. Bioscience, Inc.
Non-Executive Stock Option Plan
(incorporated by reference to
Exhibit 10.20 to the Registrant's
Annual Report on Form 10-K filed
with the Securities and Exchange
Commission on March 20, 1996)...............
5 Opinion of Wolf, Block, Schorr and
Solis-Cohen.................................
23.1 Consent of Ernst & Young LLP..................
23.2 Consent of Wolf, Block, Schorr and
Solis-Cohen (contained in Exhibit 5)........
24 Power of Attorney (contained on signature
page in Part II of the Registration
Statement)..................................
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