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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Biomune Systems, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 87-0380088
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(State or other jurisdiction) (I.R.S. Employer Identification No.)
incorporation or organization)
6502 South Archer Road
Bedford Park, Illinois 60501
(708) 563-9200
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(Address of Principal Executive Offices)
Consulting Agreement
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(Full title of the plan)
Larry P. Koskan, President and CEO
Biomune Systems, Inc.
6502 South Archer Road
Bedford Park, Illinois 60501
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(Name and address of agent for service)
(708) 563-9200
(Telephone number, including area code, of agent for service)
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Copy to:
Stephen J. Greenberg, Esquire
Duane, Morris & Heckscher LLP
One Liberty Place
Philadelphia, PA 19103-7396
CALCULATION OF REGISTRATION FEE
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Title of securities Amount to be Proposed Proposed Amount of
to be registered registered maximum offering maximum aggregate registration fee (2)
price per share(1) offering price(1)
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Common Stock, par 1,000,000 shares $1.35 $1,350,000 $356.40
value $0.0001/share
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(1) Pursuant to paragraph (C) of Rule 457, the proposed maximum offering
price per share and the proposed maximum aggregate offering price have
been computed on the basis of $1.35 per share, the average of the high
and low sales prices of the Common Stock of the Company on the Over the
Counter Bulletin Board on April 27, 2001 (within 5 business days prior
to the date of filing the registration statement).
(2) $264 per $1,000,000 of aggregate offering price, pursuant to Section 6(b)
of the Securities Act of 1933.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I of this
Registration Statement will be sent or given to the consultant as specified by
Rule 428(b)(1). Such documents are not required to be and are not filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission by Biomune Systems, Inc.
(the "Company") are incorporated herein by reference:
a. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000; and
b. Description of the class of securities of the Company to be offered,
(incorporated by reference to the Registration Statement of the Company
previously filed, pursuant to which the class of Common Stock of the Company was
registered under the Securities Exchange Act of 1934, as amended).
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment to this Registration Statement 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 date
of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the shares of Common Stock registered
hereby will be passed upon for the Company by Duane, Morris & Heckscher LLP,
Philadelphia, Pennsylvania.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 78-7502 - 78.751 of the Corporation Law of Nevada, together with
Articles 4.15 - 4.17 of the Bylaws of the Company, provide for indemnification
of the Company's directors, officers, employees, fiduciaries or agents, subject
to the Company's determination in each instance that indemnification is in
accordance with the standards set forth in the General Corporation Law and in
the Bylaws. The Company may purchase and maintain liability insurance on behalf
of a person who is or was a director, officer, employee, fiduciary, or agent of
the Company against liability asserted against or incurred by him or her in that
capacity or arising from his or her status as a director, officer, employee,
fiduciary, or agent, whether or not the Company would have power to indemnify
him or her against the same liability under the provisions of the Bylaws. See
Articles 4.15 - 4.17 of the Company's Bylaws, which is incorporated herein by
reference and which qualifies the foregoing summary statement.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4 Consulting Agreement.
5 Opinion of Duane, Morris & Heckscher LLP.
23.1 Consent of Grant Thornton LLP.
23.2 Consent of Duane, Morris & Heckscher LLP (included with its opinion
filed as Exhibit 5.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
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(1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of 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 is contained in periodic reports filed
with or furnished to the SEC by the Registrant pursuant to Section 13
or Section 15(d) of 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) 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.
(c) Insofar as indemnification for liability arising under the Securities Act
may be permitted to directors, officers and controlling person of the
Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by
the final adjudication of such issue.
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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
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 Bedford Park, Illinois on April 25, 2001.
BIOMUNE SYSTEMS, INC.
By: /s/ Larry P. Koskan
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Larry P. Koskan
President and Chief
Executive Officer
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 date indicated.
Signature Title Date
/s/ Larry P. Koskan Director, Chairman April 25, 2001
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Larry P. Koskan
/s/ Robert E. Cooper Director April 25, 2001
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Robert W. Cooper
/s/ Dr. Robert G. Martin Director April 25, 2001
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Dr. Robert G. Martin
Director April __, 2001
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Dean R. Kleckner
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EXHIBIT INDEX
Exhibit No. Exhibit Description
4 Consulting Agreement.
5 Opinion of Duane, Morris & Heckscher LLP.
23.1 Consent of Grant Thornton LLP
23.2 Consent of Duane, Morris & Heckscher LLP (included with
its opinion filed as Exhibit 5.