As filed with the Securities and Exchange Commission on May 21, 1997
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of l933
CEL-SCI CORPORATION
(Exact name of issuer as specified in its charter)
Colorado 84-0916344
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
66 Canal Center Plaza, Suite 510
Alexandria, Virginia 22314
(Address of Principal Executive (Zip Code)
Offices)
1996 Incentive Stock Option Plan
1996 Non-Qualified Stock Option Plan
(Full Title of Plan)
Geert R. Kersten
CEL-SCI Corporation
66 Canal Center Plaza, Suite 510
Alexandria, Virginia 22314
(Name and address of agent for service)
(703) 549-5293
(Telephone number, including area code, of agent for service)
Copies of all communications, including all communications sent to agent
for service to:
William T. Hart, Esq.
Hart & Trinen
l624 Washington Street
Denver, Colorado 80203
(303) 839-0061
Page one of ___ pages contained in the sequential numbering
system. The Exhibit Index may be found at page ___.
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered (1) per share (2) price fee
Common Stock 600,000 $3.34 $2,004,000 $ 607.28
Issuable Pursuant
to 1996 Incentive
Stock Option Plan
Common Stock 400,000 $3.34 $l,336,000 $ 404.85
Issuable Pursuant
to 1996 Non-Qualified
Stock Option Plan
l,000,000 $3,334,000 $1,012.13
(1) This Registration Statement also covers such additional
number of shares, presently undeterminable, as may become
issuable under the Plans in the event of stock dividends, stock
splits, recapitalizations or other changes in the Common Stock.
The shares subject to this Registration Statement reflect the
shares available for issuance pursuant to options granted under
the Incentive Stock Option and Non-Qualified Stock Option Plans,
all of which may be reoffered in accordance with the provisions
of Form S-8.
(2) Varied, but not less than the fair market value on the date
that the options were or are granted. Pursuant to Rule 457(g),
the proposed maximum offering price per share and proposed
maximum aggregate offering price are based upon the average bid
and asked prices of the Registrant's Common Stock on May 20,
1997.
CEL-SCI CORPORATION
Cross Reference Sheet Required Pursuant to Rule 404
PART I
INFORMATION REQUIRED IN PROSPECTUS
(NOTE: Pursuant to instructions to Form S-8, the Prospectus described
below is not filed with this Registration Statement.)
Item
No. Form S-8 Caption Caption in Prospectus
1. Plan Information
(a) General Plan Information ......... Stock Option and Bonus Plans
(b) Securities to be Offered ......... Stock Option and Bonus Plans
(c) Employees who may Participate
in the Plan ...................... Stock Option and Bonus Plans
(d) Purchase of Securities Pursuant
to the Plan and Payment for
Securities Offered ............... Stock Option and Bonus Plans
(e) Resale Restrictions .............. Resale of Shares by Affili-
ates
(f) Tax Effects of Plan
Participation .................... Stock Option and Bonus Plans
(g) Investment of Funds .............. Not Applicable.
(h) Withdrawal from the Plan;
Assignment of Interest ........... Other Information Regarding
the Plans
(i) Forfeitures and Penalties ........ Other Information Regarding
the Plans
(j) Charges and Deductions and
Liens Therefore .................. Other Information Regarding
the Plans
2. Registrant Information and Employee
Plan Annual Information ............... Available Information,
Documents Incorporated by
Reference
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3 - Incorporation of Documents by Reference
The following documents filed by the Company with the
Securities and Exchange Commission are incorporated by reference
in this Registration Statement: Annual Report on Form l0-K for
the year ending September 30, 1996, Quarterly Report on Form 10-
Q for quarter ending December 31, 1996 and Proxy Statement
relating to the Company's June 3, 1997 Annual Meeting of
Shareholders. All reports and documents subsequently filed by
the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-
effective amendment to this Registration Statement of which this
Prospectus is a part 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 Prospectus and to be a part thereof from the date of
filing of such reports or documents.
Item 4 - Description of Securities
Not required.
Item 5 - Interests of Named Experts and Counsel
Not Applicable.
Item 6 - Indemnification of Directors and Officers
The Bylaws of the Company provide in substance that the
Company shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened or completed
action, suit or proceeding, whether civil, criminal,
administrative, or investigative by reason of the fact that such
person is or was a director, officer, employee, fiduciary or
agent of the Company, or is or was serving at the request of the
Company as a director, officer, employee, fiduciary or agent of
another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorney's fees), judg-
ments, fines and amounts paid in settlement actually and
reasonably incurred by such person to the full extent permitted
by the laws of the state of Colorado; and that expenses
incurred in defending any such civil or criminal action, suit or
proceeding may be paid by the Company in advance of the final
disposition of such action, suit or proceeding as authorized by
the Board of Directors in the specific case upon receipt of an
undertaking by or on behalf of such director, officer or employee
to repay such amount to the Company unless it shall ultimately
be determined that such person is entitled to be indemnified by
the Company as authorized in the Bylaws.
Item 7 - Exemption from Registration Claimed
None.
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Item 8 - Exhibits
4 - Instruments Defining Rights of
Security Holders
(a) - Common Stock Incorporated by reference to
Exhibit 4(a) of the Company's
Registration Statements on
Form S-l, File Nos. 2-85547-D
and 33-7531.
(b) - 1996 Incentive Stock Option Plan
(c) - 1996 Non-Qualified Stock Option Plan
5 - Opinion Regarding Legality
l5 - Letter Regarding Unaudited Interim
Financial Information None
24 - Consent of Independent Public
Accountants and Attorneys
25 - Power of Attorney Included in the signature
page of this Registration
Statement
28 - Information from Reports None
furnished to State Insurance
Regulatory Authorities
99 - Additional Exhibits
(Re-Offer Prospectus)
Item 9 - Undertakings
(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 l0(a)(3)
of the Securities Act of l933;
(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; and
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(iii) to include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change in such information
in the registration statement;
Provided, however, that paragraphs (a)(l)(i) and
(a)(l)(ii) will 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 l3 or Section l5(d) of the Securities Act of l934
(2) That, for the purpose of determining any liability
under the Securities Act of l933, 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 of
l933, each filing of the registrant's Annual Report pursuant to
Section l3(a) or Section l5(d) of the Securities Exchange Act of
l934 (and, where applicable, each filing of any employee benefit
plan's annual report pursuant to Section l5(d) of the Securities
Exchange Act of l934) 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 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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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
constitutes and appoints Maximilian de Clara and Geert R.
Kersten, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement, and to file
the same, with all exhibits thereto, and all other documents in
connection therewith, 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 done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-infact and agents or their
substitutes or substitute may lawfully do or cause to be done by
virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of l933,
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 Alexandria, State of Virginia, on May 15, 1997.
CEL-SCI CORPORATION
By:/s/ Maximilian De Clara
MAXIMILIAN DE CLARA, PRESIDENT
Pursuant to the requirements of the Securities Act of l933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Maximilian De Clara Director and President May l5, 1997
MAXIMILIAN DE CLARA
/s/ Geert R. Kersten Director, Principal May l5, 1997
GEERT R. KERSTEN Financial Officer and
Chief Executive Officer
/s/ Mark V. Soresi Director May l5, l997
MARK V. SORESI
/s/ F. Donald Hudson Director May l5, 1997
F. DONALD HUDSON
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FORM S-8
CEL-SCI Corporation
66 Canal Center Plaza
Suite 510
Alexandria, Virginia 22314
EXHIBITS
Exhibits
4 - Instruments Defining Rights of
Security Holders
(a) - Common Stock Incorporated by reference to
Exhibit 4(a) of the Company's
Registration Statements on
Form S-l, File Nos. 2-85547-D
and 33-7531.
(b) - 1996 Incentive Stock Option Plan
(c) - 1996 Non-Qualified Stock Option Plan
5 - Opinion Regarding Legality
l5 - Letter Regarding Unaudited Interim
Financial Information None
24 - Consent of Independent Public
Accountants and Attorneys
25 - Power of Attorney Included in the signature
page of this Registration
Statement
28 - Information from Reports None
furnished to State Insurance
Regulatory Authorities
99 - Additional Exhibits
(Re-Offer Prospectus)