AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON MAY 14, 2004
REGISTRATION NO. 333-________
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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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)
Converted Employee Compensation
Consulting Agreements
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)
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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
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<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
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Common Stock,
no par value 542,693 shares $0.17 $92,257.81 $ 11.62
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(1) Estimated solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457 (c).
</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, 2003, as filed with the Securities and Exchange Commission;
(b) 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 and
(c) 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
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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.
99.1 Form of Debt Cancellation Letter
99.2 Letter dated April 6, 2004 by and between Silicon Valley Law Group and the
Registrant
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 Santa Clara, State of California, on May 14, 2004.
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 May 14, 2004
Harry Masuda President, Chief Financial
Officer and a Director
/s/ Paul Okimoto
___________________ Chairman of the Board May 14, 2004
Paul Okimoto
/s/ George Tsukuda
___________________ Director May 14, 2004
George Tsukuda
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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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.
99.1 Form of Debt Cancellation Letter
99.2 Letter dated April 6, 2004 by and between Silicon Valley Law Group and the
Registrant