AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 07, 2003 REGISTRATION NO. 333-________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- HUMAN BIOSYSTEMS (Exact Name of Registrant as Specified in Its Charter) CALIFORNIA 8731 (State or Other Jurisdiction of (Primary Standard Industrial Incorporation or Organization) Classification Code) 77-0481056 (I.R.S. EmployerIdentification Number) 1127 HARKER AVENUE PALO ALTO, CALIFORNIA 94301 650-323-0943 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Executive Offices) Amended and Restated 2001 Stock Option Plan HARRY MASUDA PRESIDENT AND CHIEF EXECUTIVE OFFICER HUMAN BIOSYSTEMS 1127 HARKER AVENUE PALO ALTO, CALIFORNIA 94301 650-323-0943 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) ----------------------- COPY TO: CATHRYN S. GAWNE, ESQ. SILICON VALLEY LAW GROUP 152 NORTH THIRD STREET, SUITE 900 SAN JOSE, CALIFORNIA 95112 (408) 286-6100 If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X] CALCULATION OF REGISTRATION FEE - ---------------------------------- <table> <caption> <s> <c> <c> <c> <c> PROPOSED PROPOSED MAXIMUM MAXIMUM AMOUNT OF TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION TO BE REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE FEE - -------------------------------------------------------------------------------------- Common Stock, no par value 3,414,500 shares $0.22 $751,190 $ 60.85 - -------------------------------------------------------------------------------------- (1) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457 (h). </table> PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS The documents containing the information specified in this Part I are being separately provided to the Registrant's employees, officers, directors and consultants as specified by Rule 428(b)(1) promulgated under the Securities Act of 1933, as amended. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by the Registrant with the Securities and Exchange Commission are hereby incorporated by reference in this registration statement: (a) The Registrant's Annual Report on Form 10-KSB for the year ended December 31, 2002, as filed with the Securities and Exchange Commission; (b) The Registrant's Quarterly Reports on Form 10-QSB for the quarterly periods ended March 31, 2003 and June 30, 2003, as filed with the Securities and Exchange Commission; (c) The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form SB-2/A (file number 333-104738) filed on July 28, 2003 with the Securities and Exchange Commission under the Securities Act of 1933, as amended, including any amendment or report filed for the purpose of updating such description. (d) All other documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end of the fiscal year covered by the annual report referred to in (a) above. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Articles of Incorporation and the Bylaws of the Registrant provide for the indemnification of the directors and agents of the Registrant to the fullest extent permissible under California law, and in excess of that expressly permitted by Section 317 of the California Corporation Law. Additionally, the Company has entered into Indemnification Agreements with each of its officers and therefore, purchasers of these securities may have a more limited right of action than they would have except for this limitation in the Articles of Incorporation and By-laws. In the opinion of the Securities and Exchange Commission, indemnification for liabilities arising under the Securities Act of 1933 is contrary to public policy and, therefore, unenforceable. ITEM 8. EXHIBITS. The following Exhibits are filed as part of this registration statement: Exhibit Number Description of Exhibit 4.1 Amended and Restated 2001 Stock Option Plan of the Registrant. 4.2 Form of Stock Option Agreement under the Amended and Restated 2001 Stock Option Plan of the Registrant. 5.1 Opinion of Silicon Valley Law Group. 23.1 Consent of Silicon Valley Law Group (included in Exhibit 5.1). 23.2 Consent of L.L. Bradford & Company, LLC. 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 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. (2) That, for the purpose of determining any liability under the Securities Act Securities Act of 1933, each 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 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 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. (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 provisions described under Item 6 above, 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 Securities Act of 1933 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 of 1933 and will be governed by the final adjudication of such issue. 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 the City of Palo Alto, State of California, on November 07, 2003. HUMAN BIOSYSTEMS By:/s/Harry Masuda - -------------------- Harry Masuda Chief Executive Officer 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 dates indicated. SIGNATURE TITLE DATE /s/Harry Masuda --------------- Chief Executive Officer November 07, 2003 Harry Masuda President, Chief Financial Officer and a Director /s/ Paul Okimoto Chairman of the Board November 07, 2003 - ----------------- Paul Okimoto /s/ George Tsukuda - ------------------- George Tsukuda Director November 07, 2003