UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ENHANCE BIOTECH, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-31653 95-4766094
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
712 Fifth Avenue, 19th Floor, New York, New York 10019
(Address of principal Executive Offices) (Zip Code)
646-723-8940
(Telephone number, including area code, of agent for service)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT, BUT NOT
BEFORE FEBRUARY 10, 2005.
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Title of securities Amount to be Proposed maximum Proposed maximum Amount of
registered offering price per aggregate offering registration fee
share (1) price (2)
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Common Stock par 234,172 1.95 456,635 53.75
value $0.001
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(1) These shares are registered pursuant to this Registration Statement
and will be available for issuance.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 (c) on the basis of the average of the bid and ask prices
per share of the Registrant's Common Stock as reported on the Pink Sheets on
January 5, 2005.
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
(a) General Plan Information
(1) Enhance Biotech, Inc., a Delaware corporation (the "Company" or the
"Registrant") shall offer, pursuant to the plan described below (the "Plan"),
shares (the "Shares") of its common stock, $0.001 par value per share (the
"Common Stock").
(2) The plan is a written agreement (the "Plan") whose purpose is to
compensate consultants for services rendered to the Company's wholly owned
subsidiary, Ardent Pharmaceuticals, Inc. ("Ardent").
(3) The Plan is not subject to any provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA").
(4) Participants may contact the Company for additional information about
the Plan and its administrator at the following address: 712 Fifth Avenue, 19th
Floor, New York, New York 10019, telephone: 646-723-8940.
(b) Securities to be Offered
(1) The Company shall offer, pursuant to the Plan, 234,172 shares of its
Common Stock.
(c) Employees Who May Participate in the Plan
The Company agreed to issue 117,086 Shares to David R. LaVance and 117,086
Shares to Thomas S. Gifford in payment for advisory services provided to Ardent,
the Company's wholly-owned subsidiary. The Shares issued in the Plan are
compensation for services rendered to Ardent and are in lieu of any other form
of payment for such services.
(e) Resale Restrictions
The Shares issued pursuant to the Plan are restricted from resale through
February 10, 2005, but are not restricted thereafter. The Company's counsel has
furnished an opinion letter to that effect which has been attached to this
filing as Exhibit 5.1.
Item 2. Registrant Information and Employee Plan Annual Information.
The Registrant will make available to the participants of this Plan, without
charge, upon written or oral request, the documents incorporated by reference in
Item 3 Part II of this Registration Statement and documents incorporated by
reference into the Section 10(a) prospectus. Other documents required to be
delivered to employees pursuant to Rule 428(b) are available without charge,
upon written or oral request. Requests should be made to Phillip S. Wise, Chief
Financial Officer, Enhance Biotech, Inc. c/o Ardent Pharmaceuticals, Inc. 631
United Drive Suite 200 Durham, North Carolina 27713.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed previously with the Securities and Exchange
Commission are incorporated herein by reference:
(a) The Company's latest annual report on Form 10KSB for the period ended
January 31, 2004.
(b) The Company's reports on Form 10-QSB for the period ended April 30, 2004
filed on July 6, 2004; for the period ended July 31, 2004 filed on September 20,
2004; for the period ended October 31, 2004 filed on December 14, 2004.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 subsequent to this Registration
Statement, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which registers all securities
then remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be a part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is incorporated or deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Item 6. Indemnification of Directors and Officers.
The Registrant's certificate of incorporation provides that, to the fullest
extent permitted by the Delaware General Corporation Law (the "DGCL"), the
Registrant will indemnify all persons whom it may indemnify pursuant to Section
145 of the DGCL and eliminates all personal liability of its directors and
officers to the fullest extent permitted under Section 102(b)(7) of the DGCL.
The DGCL does not permit elimination of liability of directors with respect to:
breaches of the directors' duty of loyalty to the corporation or its
stockholders; acts or omissions not in good faith or involving intentional
misconduct or knowing violations of law; the payment of unlawful dividends or
unlawful stock repurchases or redemptions; or transactions in which the director
received an improper personal benefit.
Item 8. Exhibits.
The following documents are filed or incorporated by reference as part of this
Registration Statement:
5.1 Opinion of L. Stephen Albright
23.1 Consent of L. Stephen Albright (included in Exhibit 5.1)
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(a) (1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to: (i) Include any
prospectus required by section 10(a)(3) of the Securities Act; (ii) Reflect in
the prospectus any facts or events which, individually or together, represent
fundamental change in the information in the Registration; (iii) To include any
additional or changed material information on the plan of distribution.
(2) For determining liability under the Securities Act, to treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering thereof.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
(e) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") 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 Securities
Act 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, there unto duly
authorized, in the City of New York, State of New York, on January 6, 2005
Enhance Biotech, Inc.
By: /s/ Christopher Every
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Christopher Every, President and 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:
/S/ CHRISTOPHER EVERY
President and Chief Executive Officer
January 6, 2005
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CHRISTOPHER EVERY
/S/ PHILLIP S. WISE
Chief Financial Officer
January 6, 2005
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PHILLIP S. WISE
/S/ KWEN-JEN CHANG
Director
January 6, 2005
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KWEN-JEN CHANG
/S/ LEE COLE
DIRECTOR
January 6, 2005
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LEE COLE
/S/ TIMOTHY C. GUPTON
DIRECTOR
January 6, 2005
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TIMOTHY C. GUPTON