Registration No. 333-80065
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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Boston Life Sciences, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 87-0277826
- ---------------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification no.)
137 Newbury Street, 8th Floor
Boston, Massachusetts 02116
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(Address of Principal Executive Offices) (Zip Code)
Boston Life Sciences, Inc.
1998 Omnibus Stock
Option Plan
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(FULL TITLE OF THE PLAN)
S. David Hillson
President and Chief Executive Officer
Boston Life Sciences, Inc.
137 Newbury Street, 8th Floor
Boston, Massachusetts 02116
(617) 425-0200
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(Name, address, including zip code, and telephone number,
including area code of agent for service)
with copies to:
Steven A. Wilcox
Ropes & Gray
One International Place
Boston, MA 02110-2624
(617) 951-7000
CALCULATION OF REGISTRATION FEE
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Title of Proposed Maximum Proposed Maximum Amount of
Securities to Amount to be Offering Price Per Aggregate Offering registration
be Registered Registered (1) Share(2) Price(2) Fee(3)
- -----------------------------------------------------------------------------------------------------------
Common Stock, par 1,800,000 (2) $5,569,336 $1,392
value $.01 per share shares
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(1) The Registrant previously registered 500,000 shares which may be issued
pursuant to its 1998 Omnibus Stock Option plan on June 4, 1999 by filing a
Registration Statement on Form S-8 (File No. 333-80065). This filing is solely
to register 1,800,000 additional shares which may be issued pursuant to the 1998
Omnibus Stock Option Plan.
(2) Estimated solely for the purpose of calculating the registration fee. In
accordance with Rules 457(c) and (h), the price shown is based upon (i)
1,256,799 shares offered pursuant to options outstanding exercisable at the
following prices: 15,500 shares at $4.53 per share, 351,750 shares at $3.63 per
share, 33,049 shares at $3.25 per share, 237,000 shares at $3.21 per share,
599,500 shares at $3.13 per share, 10,000 shares at $3.04 per share, and 10,000
shares at $2.95 per share; and (ii) 543,201 shares reserved for issuance upon
exercise of options to be granted in the future, the proposed offering price of
which has been determined based upon the average of the high and low
prices reported for the Common Stock on the Nasdaq National Market on
August 6, 2001, $2.61.
(3) The Registrant previously paid $453 on June 4, 1999 in connection with the
filing by the Registrant of a Registration Statement on Form S-8 (File No. 333-
80065) to register 500,000 shares of the Registrant's common stock. The
registration fee is for the 1,800,000 additional shares being registered
herewith.
REGISTRATION OF ADDITIONAL SECURITIES
This Amendment No. 1 to Registration Statement on Form S-8 is being
filed by Boston Life Sciences, Inc. (the "Company"), pursuant to General
Instruction E to the Form S-8 Registration Statement under the Securities Act of
1933, as amended, in connection with the registration of an additional 1,800,000
shares of the Company's common stock, par value $.01 per share (the "Common
Stock"), issuable pursuant to the Company's 1998 Omnibus Stock Option Plan (the
"Plan"). A total of 500,000 shares of Common Stock issuable under the Plan have
been previously registered pursuant to the Company's Registration Statement on
Form S-8 (File No. 333-80065) filed with the Securities and Exchange Commission
on June 4, 1999 and the information contained therein is hereby incorporated
herein by reference.
ITEM 8. EXHIBITS.
See Exhibit Index located at page 4 hereof.
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SIGNATURES
Pursuant to the requirement of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to the believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Amendment No. 1 to
Registration Statement on Form S-8 (File No. 333-80065) to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Town of Boston,
Massachusetts on this 13th day of August, 2001.
Boston Life Sciences, Inc.
By: /s/ S. David Hillson
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S. David Hillson
Chairman, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement on Form S-8 (File No. 333-80065) has been signed
by the following persons in the capacities and on the dates indicated.
Signature Title Date
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/s/ S. David Hillson Chairman, President and Chief August 13, 2001
- -------------------------------- Executive Officer (Principal
S. David Hillson Executive Officer)
/s/ Joseph P. Hernon Executive Vice President, August 13, 2001
- -------------------------------- Chief Financial Officer and
Joseph P. Hernon Secretary (Principal Financial
Officer and Principal Accounting
Officer)
* Director, Executive Vice President August 13, 2001
- -------------------------------- and Chief Scientific Officer
Marc E. Lanser, M.D.
* Director August 13, 2001
- --------------------------------
Colin B. Bier, Ph.D.
Director
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Scott Weisman, Esq.
Director
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Robert Langer, Sc.D.
* Director August 13, 2001
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Ira W. Lieberman, Ph.D.
* Director August 13, 2001
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E. Christopher Palmer, CPA
* By: /s/ Joseph P. Hernon
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Joseph P. Hernon
Attorney-in-Fact
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EXHIBIT INDEX
Number Exhibit
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4 Specimen copy of Stock Certificate for shares of Common Stock of the
Registrant (filed as an exhibit to the Company's Registration
Statement on Form S-3 filed with the Security and Exchange Commission,
Registration Number 33-25955)
5 Opinion of Ropes & Gray.
23.1 Consent of Ropes & Gray (included in its opinion filed as Exhibit 5
hereto).
23.2 Consent of PricewaterhouseCoopers LLP.