<PAGE>
As filed with the Securities and Exchange Commission on December 1, 2000.
Registration No. 333-______
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-3 - REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
________________
COMMONWEALTH BIOTECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
________________
Virginia 54-1641133
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
601 Biotech Drive
Richmond Virginia 23235
(804) 648-3820 (telephone)
(804) 648-2641 (facsimile)
(Address, including zip code, and telephone and facsimile numbers,
including area code, of registrant's principal executive offices)
Richard J. Freer, Ph.D., Chairman Copy to:
601 Biotech Drive Bradley A. Haneberg
Richmond Virginia 23235 LeClair Ryan, A Professional Corporation
(804) 648-3820 (telephone) 707 East Main Street, 11th Floor
(804) 648-2641 (facsimile) Richmond, Virginia 23219
(804) 783-2003 (telephone)
(804) 783-2294 (facsimile)
(Name, address, including zip code, and telephone and facsimile numbers,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: From time to
time after the effectiveness of this registration statement.
If the only securities being registered on this Form are to be offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with a dividend or
interest reinvestment plan, check the following box. [ ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
__________________________________
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Amount to be Aggregate Aggregate Registration
Securities to be Registered Registered(1) Price Per Share (2) Offering Price Fee
--------------------------- ------------- ------------------- -------------- ---
<S> <C> <C> <C> <C>
Common Stock (3) 348,000 $4.97 1,729,560
Common Stock (4) 348,000 $4.97 1,729,560
Common Stock (5) 71,052 $4.97 353,129
Common Stock (6) 101,500 $4.97 504,455
Total -- -- 4,316,704 $1,140
</TABLE>
(1) Represents shares of common stock being registered for resale by the
selling stockholders. Pursuant to Rule 416, the shares of common stock
offered hereby also include such presently indeterminate number of shares
of common stock that may be issued as a result of anti-dilution provisions
included in warrants, including, among others, stock splits, stock
dividends and similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) of the Securities Act of 1933, as amended, based on
the average ($4.97) of the high ($5.25) and low ($4.75) price
of the common stock on the Nasdaq SmallCap Market on November 30, 2000.
(3) Represents shares of common stock issued in a private placement in
September 2000.
(4) Represents shares of common stock underlying warrants issued in a private
placement in September 2000.
(5) Represents shares of common stock underlying warrants issued to executive
officers in a private placement in June 1997.
(6) Represents shares of common stock underlying warrants issued to Anderson &
Strudwick and two of its affiliates as underwriting compensation for the
registrant's initial public offering in October 1997.
__________________________________
The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until either (1) the registrant
files an amendment specifically stating that this Registration Statement shall
become effective under Section 8(a) of the Securities Act of 1933, as amended;
or (2) until the date that the Securities and Exchange Commission declares this
Registration Statement to be effective.
<PAGE>
RESALE PROSPECTUS
COMMONWEALTH BIOTECHNOLOGIES, INC.
868,552 SHARES OF COMMON STOCK
o The shares of common stock offered by this prospectus are being sold
by the selling stockholders.
o We will not receive any proceeds from the sale of these shares. We
will receive proceeds from the exercise of warrants, and those
proceeds will be used for our general corporate purposes.
o Our common stock is traded on the Nasdaq SmallCap Market under the
symbol "CBTE." On ________ ___, 2000, the last reported sale price
for our common stock as reported by the Nasdaq SmallCap Market was
$______ per share.
THE SECURITIES OFFERED IN THIS PROSPECTUS INVOLVE A HIGH DEGREE OF RISK. YOU
SHOULD CAREFULLY CONSIDER THE FACTORS DESCRIBED UNDER THE HEADING "RISK FACTORS"
BEGINNING ON PAGE 3 OF THIS PROSPECTUS.
_______________________________________
THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE NOT
APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_______________________________________
The date of this prospectus is ________ ___, 2000
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Section Page
------- ----
<S> <C>
Risk Factors 3
Forward-Looking Statements 7
Use of Proceeds 7
Selling Stockholders 7
Plan of Distribution 9
Information Incorporated by Reference 10
Where You Can Find More Information 11
Experts 12
Legal Matters 12
</TABLE>
Prospective investors may rely only on information contained in this
prospectus. The selling stockholders and the company have not authorized any
person to provide prospective investors with any information other than the
material contained in this prospectus. This prospectus is not an offering in any
jurisdiction where such offering is not permitted. The information contained in
this prospectus is correct only as of the date of the prospectus, regardless of
the time of the delivery of this prospectus or any sale of the shares.
_______________________________________
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<PAGE>
RISK FACTORS
_______________________________________
An investment in shares of our common stock involves certain risks. You
should carefully consider all of the information set forth in this prospectus.
In particular, you should evaluate the following risk factors before making an
investment in the shares of our common stock. If any of the following
circumstances actually occur, our business, financial condition and results of
operations could be materially and adversely affected. If that occurs, the
trading price of our common stock could decline, and you could lose all or part
of your investment.
We expect that our quarterly results of operations will continue to
fluctuate, and this fluctuation could cause our stock price to decline, causing
investor losses.
We make money by providing analytical services to the pharmaceutical,
biotechnology and related industries. Our revenues continue to change because of
changes in the status of contracts with several large customers. In addition,
many of our other customer projects are individual orders for specific projects.
Getting additional work is highly dependent upon the customer being happy with
our services and upon things beyond our control, such as the timing of product
development and commercialization programs of our customers. We cannot predict
for more than a few months in advance the number and size of future projects, so
the timing of significant projects could have a major influence on financial
results in any given period. The combined impact of several large contracts and
the unpredictable project fluctuations from other customers can result in very
large changes in financial performance from quarter to quarter or year to year.
In addition, the biotechnology industry is currently going through a
consolidation phase of development. As a result, many large competitors may opt
to conduct biotechnology research in-house. If this happens, our future
customers will likely be smaller companies without their own research
capabilities.
The loss of key personnel or the inability to attract and retain additional
personnel could impair our ability to develop our operations.
We are highly dependent on our senior management and scientific staff, and the
loss of their services would adversely affect our business. In addition, we
must hire and keep a number of additional highly qualified and experienced
management and scientific personnel, consultants and advisors. It is important
that we will be able to hire and keep qualified personnel. There is a lot of
competition for qualified individuals, and we face competition from many other
pharmaceutical and biotechnology companies, universities and other research
institutions. We may not be able to attract and keep such individuals on
acceptable terms or at all, and not being able to do so would have a negative
affect on us.
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<PAGE>
We employ only a limited number of marketing and sales personnel.
We employ one full-time marketing professional and no sales personnel. We will
have to hire our own sales force or use an outside sales force. There is no
guarantee that we would be able to do so or that it would be cost effective. By
using outside sales persons, we could lose control over important factors,
including market identification, marketing methods, pricing, and promotional
activities. We would lose control over the make-up of the sales force and the
amount of time they spend selling. We may be unable to stop this outside sales
force from pursuing other services which compete with our business.
Our industry is extremely competitive.
There is intense competition in our industry. Many of our competitors and
potential competitors have substantially larger laboratory facilities, marketing
capabilities and staff than we do. In order to be able to compete, we will need
to provide to our customers new analytical technologies as they become available
in our rapidly changing, technology driven business. A large amount of money
may be required to obtain these technologies.
Our success is dependent upon retaining customers in a highly competitive
market.
Our future success will depend, in part, upon our ability to keep key customers.
In 1999, approximately 28% of our revenues were attributable to two private
industry customers. The loss of this customers would harm our business.
We use hazardous chemicals and radioactive and biological materials in our
business. Any claims relating to improper handling, storage or disposal of
these materials could be time consuming and costly.
Our business operations involve the controlled use of hazardous materials,
chemicals, recombinant biological molecules, biohazards (infectious agents) and
various radioactive compounds. Although we believe that our safety procedures
for using and disposing of such materials meets the standards set by state and
federal regulations, the risk of accidental contamination or injury from these
materials cannot be completely eliminated. If such an accident occurs, we could
be held responsible for any damages that result and any such liability could
exceed our financial resources. We do not currently have insurance against any
such liability.
Some of our existing stockholders can exert control over us, and may not make
decisions that are in the best interests of all stockholders.
Based on filings made with the Securities and Exchange Commission, as
of the date of this prospectus, our principal stockholders (stockholders holding
more than 5% of our common stock) will together control approximately 59.4% of
our outstanding common stock. As a result, these stockholders, acting together,
could have a significant influence over anything that requires stockholder
approval, including the election of directors and approval of significant
corporate transactions. In addition, this
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<PAGE>
concentration of ownership may delay or prevent a change in control of our
company, even when a change may be in the best interests of our stockholders.
In addition, the interests of these stockholders may not always be the same as
the interests of other stockholders. These stockholders could cause us to enter
into transactions or agreements that you would not approve.
If we are unable to adequately protect our proprietary technologies, third
parties may be able to use these technologies, which could adversely affect our
ability to compete in the market.
We are conducting research into several new potential technologies that may
result in new pharmaceutical products. We would likely control the intellectual
property rights of these products. These technologies are in early stages of
development. They are highly speculative due to the substantial risks and
considerable uncertainties associated with their development, which include but
are not limited to the following:
o The development of our technologies may not yield products which work or
are better than other products. As a result, these products my have little
commercial value. Other companies that have substantially greater research,
development and marketing resources may develop competing products that would
prevent our products from selling in the marketplace.
o We must secure and defend patent and other intellectual property rights
to the technologies, and avoid infringing the intellectual property rights of
third parties. The patent positions of biotechnology companies are uncertain and
involve difficult legal and factual questions. We cannot guarantee that we will
develop intellectual property rights that are protectable or that the protection
afforded will be enough to protect the commercial value of our technologies. In
addition, our patent rights may be challenged, invalidated, infringed or
circumvented.
o Commercialization of any products resulting from our research generally
will require government approvals and be subject to extensive government
regulation. In the case of human pharmaceutical products, the approval of the
United States Food and Drug Administration requires extensive pre-clinical and
clinical trials involving considerable costs and uncertainties. If we do not
receive government approvals, we would be unable to commercialize products based
on our research and development programs.
o Because we do not have and likely will not have the resources we need to
develop products beyond the initial research stage, we will have to license
marketable technologies resulting from our research to third parties for
development into commercial products. As a result, we will surrender control
over the development and marketing processes and will have to rely on the
efforts and resources of third parties.
-5-
<PAGE>
Our stock price may be extremely volatile, and you may not be able to resell
your shares at or above your purchase price.
The market price of our common stock has been, and is likely to remain, highly
unstable. Our operating results may also be below the expectations of market
analysts and investors. This would likely negatively affect the current market
price of our common stock. Further, the stock market has experienced extreme
price and volume fluctuations that have affected the market prices of equity
securities of many biotechnology companies. These price changes often have been
unrelated or disproportionate to the operating performance of such companies.
Market fluctuations, as well as general economic, political and market
conditions such as recessions or international currency fluctuations, may
adversely affect the market price of our common stock.
FORWARD-LOOKING STATEMENTS
_______________________________________
In this prospectus, we make statements about our future financial condition,
results of operations and business. These are based on estimates and
assumptions made from information currently available to us. Although we
believe these estimates and assumptions are reasonable, they are uncertain.
These forward-looking statements can generally be identified because the context
of the statement includes words such as "may," "will," "except," "anticipate,"
"intend," "estimate," "continue," "believe" or other similar words. Similarly,
statement that describe our future expectations, objectives and goals or contain
projections of our future results of operations or financial condition are also
forward-looking statements. Our future results, performance or achievements
could differ materially from those expressed or implied in these forward-looking
statements, including those listed under the heading "Risk Factors" and other
cautionary statements in this prospectus.
USE OF PROCEEDS
_______________________________________
The selling stockholders are selling all of the shares covered by this
prospectus for their own accounts. Accordingly, we will not receive any
proceeds from the resale of the shares. We will receive proceeds from the
exercise of the warrants. If all the warrants were exercised with cash, we
would receive $3,625,164.80 We will use the net proceeds for general corporate
purposes. We will bear all expenses relating to this registration except for
brokerage or underwriting commissions and expenses, if any, which the selling
stockholders will pay.
-6-
<PAGE>
SELLING STOCKHOLDERS
_______________________________________
This prospectus covers the resale by the selling stockholders of:
o 348,000 shares of common stock issued according to the terms of a private
placement of securities in September 2000;
o 348,000 shares of common stock issuable upon the exercise of warrants
issued in a private placement of securities in September 2000;
o 71,052 shares of common stock issuable upon the exercise of warrants
issued to some of our executive officers in a private placement of
securities in June 1997; and
o 101,500 shares of common stock issuable upon the exercise of warrants
issued to Anderson & Strudwick, Incorporated and two of its affiliates as
underwriting compensation for our initial public offering in October
1997.
September 2000 Private Placement
--------------------------------
In connection with our sale of 348,000 common stock and warrants to purchase
up to 348,000 shares of common stock in September 2000, we agreed to file a
registration statement covering the resale of the common stock issued and the
common stock issuable upon the exercise of the warrants. We structured the
private placement as a transaction exempt from federal and state securities
registration requirements. Warrants to purchase up to 174,000 shares of common
stock have a term of eighteen months and an exercise price of $6.50 per share.
Warrants to purchase the remaining 174,000 shares of common stock have a five-
year term and an exercise price of $6.50 per share. The warrants have
adjustment provisions for standard dilution events including stock splits, stock
dividends and similar transactions.
Warrants Purchased by Founders
------------------------------
In connection with a private placement of securities in June 1997, we sold
warrants to purchase an aggregate of 71,052 shares of common stock to three of
our executive officers. The executive officers paid $0.001 per warrant. The
warrants have an exercise price of $9.90 per share and expire on June 25, 2007.
The warrants have adjustment provisions for standard dilution events including
stock splits, stock dividends and similar transactions.
Investment Banking Services
---------------------------
This prospectus also covers the resale of warrants issued to Anderson &
Strudwick, Incorporated and two of its affiliates for investment banking
services. The purchasers of these warrants paid $0.001 per warrant. Warrants
to purchase up to 50,750 shares of common stock, as amended, are exercisable at
$6.50 per share and expire on March 25, 2002. Warrants to purchase up to 50,750
shares of common stock, as amended, are exercisable at $6.50 per share and
-7-
<PAGE>
expire on September 25, 2005. The warrants have adjustment provisions for
standard dilution events including stock splits, stock dividends and similar
transactions.
We are registering the shares of common stock offered in this prospectus with
the SEC to permit public secondary trading. As a result, the selling
stockholders may offer all or a part of the shares or warrants for resale to the
public from time to time.
The table below lists information regarding the selling stockholders'
ownership of shares of our common stock and warrants to purchase shares of
common stock. Information concerning the selling stockholders may change from
time to time. To the extent that the selling stockholder or any of their
representatives advise us of such changes and if required, we will report those
changes in a supplement or amendment to this prospectus. The selling
stockholders' relationship with us or any parties related to us within the past
three years is indicated.
The Amount Offered column assumes no sales are effected by the selling
stockholders during the offering period other than under the registration
statement.
<TABLE>
<CAPTION>
Amount Amount Percent of
Beneficially Percentage Beneficially Owned Beneficially
Owned Prior to Beneficially Owned Amount Following Owned Following
Name Offering (1) Prior to Offering Offered Offering Offering
---- ------------ ----------------- ------- -------- --------
<S> <C> <C> <C> <C> <C>
Juniper Trading Services, Inc. 1,067,500 (2) 44.0 696,000 371,500 17.9
Richard J. Freer, Ph.D. (3) 120,743 (4) 5.6 28,947 91,796 4.3
Robert B. Harris, Ph.D. (3) 104,524 (5) 4.9 28,947 75,577 3.5
Thomas R. Reynolds (3) 51,603 (6) 2.4 13,158 38,445 1.8
Anderson & Strudwick,
Incorporated (7) 25,375 (8) 1.2 25,375 0 0
L. McCarthy Downs, III (9) 25,375 (10) 1.2 25,375 0 0
Charles A. Mills, III (11) 565,119 (12) 27.2 50,750 514,369 24.8
</TABLE>
___________________________
(1) Includes shares of common stock subject to options and warrants that may be
exercised within 60 days of December 1, 2000. Such shares are deemed to
be outstanding for the purpose of computing the percentage beneficially
owned of the individual holding such shares, but are not deemed outstanding
for the purpose of computing the percentage of any other person shown in
the table.
(2) Includes 348,000 shares of common stock underlying warrants.
(3) These individuals are executive officers and directors of the company.
(4) Includes 66,664 shares underlying options and 28,947 shares underlying
warrants.
(5) Includes 46,401 shares underlying options and 28,947 shares underlying
warrants.
(6) Includes 26,318 shares underlying options and 13,158 shares underlying
warrants.
(7) Anderson & Strudwick, Incorporated served as the underwriter for our
initial public offering in October 1997.
(8) Represents 25,375 shares underlying warrants.
(9) Mr. Downs is a director of the company and an executive officer of Anderson
& Strudwick, Incorporated.
(10) Represents 25,375 shares underlying warrants.
(11) Mr. Mills is a former director of the company and a broker with Anderson &
Strudwick, Incorporated.
(12) Represents 50,750 shares underlying warrants and 514,369 shares held by
Mills Value Adviser, Inc., a registered investment adviser for which
Mr. Mills serves as Chairman.
-8-
<PAGE>
PLAN OF DISTRIBUTION
_______________________________________
The selling stockholders may offer their shares of common stock at various
times in one or more of the following transactions:
o On any U.S. securities exchange on which our common stock may be
listed at the time of such sale;
o In the over-the-counter market;
o In transactions other than on such exchanges or in the
over-the-counter market;
o In connection with short sales; or
o In a combination of any of the above transactions.
The selling stockholders may offer their shares of common stock at
prevailing market price, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices.
The selling stockholders may use broker-dealers to sell their shares of
common stock. If this occurs, broker-dealers will either receive discounts or
commissions from the selling stockholder, or they will receive commissions from
the purchasers of the shares of common stock for whom they acted as agents. Such
brokers may act as dealers by purchasing any and all of the shares covered by
this prospectus either as agents for others or as principals for their own
accounts and reselling such securities under the prospectus.
The selling stockholders and any broker-dealers or other persons acting on
the behalf of parties that participate in the distribution of the shares may be
considered underwriters under the Securities Act of 1933, as amended. As such,
any commissions or profits they receive on the resale of the shares may be
considered underwriting discounts and commissions under the Securities Act of
1933.
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<PAGE>
As of the date of this prospectus, we are not aware of any agreement,
arrangement or understanding between any broker or dealer and the selling
stockholders with respect to the offer to sell the shares under this prospectus.
If we become aware of any agreement, arrangement or understanding, to the extent
required under the Securities Act, we will file a supplemental prospectus to
disclose:
o The name of any such broker-dealers;
o The number of shares involved;
o The price at which such shares are to be sold;
o The commissions paid or discounts or concessions allowed to such
broker- dealers, where applicable;
o That such broker-dealers did no conduct any investigation to verify
the information set out in this prospectus, as supplemented; and
o Other facts material to the transaction.
INFORMATION INCORPORATED BY REFERENCE
_______________________________________
The SEC allows us to "incorporate by reference" certain of our publicly-
filed documents into this prospectus, which means that information included in
those documents is considered part of this prospectus. Information that we file
with the SEC after the date of this prospectus will automatically update and
supersede this information. We incorporate by reference the documents listed
below and any future filings made with the SEC under Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 until the Selling Stockholders
have sold all the shares.
The following documents filed with the SEC are incorporated by reference in
this prospectus:
1. Our annual report on Form 10-KSB for the fiscal year ended December 31,
1999;
2. Our quarterly report on Form 10QSB for the fiscal quarter ended March 31,
2000;
3. Our quarterly report on Form 10-QSB for the fiscal quarter ended June 30,
2000;
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<PAGE>
4. Our quarterly report on Form 10-QSB for the fiscal quarter ended September
30, 2000;
5. Our current report on Form 8-K dated September 28, 2000;
6. Our current report on Form 8-K dated March 24, 2000;
7. Our definitive proxy statement dated March 30, 2000;
8. Our definitive proxy statement dated October 3, 2000; and
9. The description of our common stock set forth in our registration statement
on Form 8-A as filed with the SEC on October 7, 1997.
You may request free copies of these filings by writing or telephoning us
at the following address: 601 Biotech Drive, Richmond, Virginia 23235,
Attention: Thomas R. Reynolds, Secretary. The information relating to the
company contained in this prospectus is not comprehensive, and you should read
it together with the information contained in the incorporated documents.
WHERE YOU CAN FIND MORE INFORMATION
_______________________________________
This prospectus is part of a registration statement that we filed with the
SEC. Certain information in the registration statement has been omitted from
this prospectus in accordance with SEC rules.
We file annual, quarterly and special reports and other information with
the SEC. You may read and copy the registration statement and any other
document that we file at the SEC's public reference rooms located at Room 1024,
Judiciary Plaza, 450 Fifth Street N.W., Washington, D.C. 20549; 7 World Trade
Center, Suite 1300, New York, New York 10048; and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Please call the SEC at 1-
800-SEC-0330 for further information on the public reference rooms. Our SEC
filings are also available to you free of charge at the SEC's web site at
http://www.sec.gov.
Statements contained in this prospectus as to the contents of any contract
or other document referred to are not necessarily complete, and in each instance
you should refer to the copy of the contract or other document filed as an
exhibit to the registration statement.
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<PAGE>
EXPERTS
_______________________________________
The financial statements as of and for the years ended December 31, 1999 and
1998, incorporated by reference in this prospectus were audited by McGladrey &
Pullen, LLP. These financial statements are incorporated by reference in this
prospectus and included in the registration statement in reliance upon the
authority of the above firm in accounting and auditing.
LEGAL MATTERS
_______________________________________
The validity of the issuance of the Shares offered by this prospectus has
been passed upon for the Company by LeClair Ryan, A Professional Corporation of
Richmond, Virginia.
No person is authorized to give any information or to make any representation
regarding this offering other than those contained in this prospectus. Any
further information or representation has not been authorized by Commonwealth
Biotechnologies, Inc. This prospectus does not constitute an offer to sell or a
solicitation of an offer to buy the shares:
o in any jurisdiction in which such offer to sell or solicitation is not
unauthorized;
o in any jurisdiction in which the person making such offer or
solicitation is not qualified to do so; or
o to any person to whom it is unlawful to make such offer or
solicitation.
The delivery of this prospectus and any sale under this prospectus shall
not create any implication that the affairs of the company are unchanged, or
that the information contained in this prospectus is correct, at any time after
the date of this prospectus.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Distribution.
The following table sets forth the expenses incurred in connection with the
sale and distribution of the securities being registered, other than
underwriting discounts and commissions. All of the amounts shown are estimated
except the SEC registration fee and the Nasdaq listing fee.
SEC registration fee $ 1,140
Nasdaq National Market listing fee *
Legal fees and expenses *
Accounting fees and expenses *
Miscellaneous *
Total *
---------
* To be filed by amendment.
Item 15. Indemnification of Officers and Directors.
Article VI of the company's Articles of Incorporation provides as follows:
"The Corporation shall indemnify(a) any person who was, is or may become a
party to any proceeding, including a proceeding brought by a shareholder in the
right of the Corporation or brought by or on behalf of shareholders of the
Corporation, by reason of the fact that he is or was a director or officer of
the Corporation, or (b) any director or officer who is or was serving at the
request of the Corporation as a director, trustee, partner or officer of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against any liability incurred by him in connection with such
proceeding unless he engaged in willful misconduct or a knowing violation of
criminal law. A person is considered to be serving an employee benefit plan at
the Corporation's request if his duties to the Corporation also impose duties
on, or otherwise involve securities by, him to the plan or to participants in or
beneficiaries of the plan. The Board of Directors is hereby empowered, by a
majority vote of a quorum of disinterested Directors, to enter into a contract
to indemnify any Director or officer in respect of any proceedings arising from
any act or omission, whether occurring before or after the execution of such
contract."
II-1
<PAGE>
Item 16. Exhibits.
Exhibit
Number Description of Exhibit
------ ----------------------
3.1 Amended and Restated Articles of Incorporation (1)
3.2 Amended and Restated Bylaws (1)
4.1 Form of Common Stock Certificate (1)
4.2 Form of Warrant issued in connection with September 2000 Private
Placement (eighteen month term) (2)
4.3 Form of Warrant issued in connection with September 2000 Private
Placement (five year term) (2)
4.4 Form of Warrant issued to executive officers in June 1997 Private
Placement (3)
5.1 Opinion of LeClair Ryan, A Professional Corporation (4)
23.1 Consent of LeClair Ryan, A professional Corporation (contained in
Exhibit 5.1)
23.2 Consent of McGladrey & Pullen, LLP (2)
24.1 Power of Attorney (see Page II-4)
-----------------------
(1) Incorporated by reference to the Company's Registration Statement on Form
SB-2, Registration No. 333-31731.
(2) Filed herewith.
(3) Incorporated by reference to Exhibit 10.3 to the Company's Registration
Statement on Form SB-2, Registration No. 333-31731.
(4) To be filed by amendment.
Item 17. 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 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most recent
post- effective amendment thereof) that, individually or in the aggregate,
represent a fundamental change in the information set forth in this 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 to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement;
(2) That, for the purpose of determining any liability under the
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; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered that 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 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 "Plan of Distribution"
and Item 15, 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.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
COMMONWEALTH BIOTECHNOLOGIES, INC. certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this Registration Statement on Form S-3 to be signed on its behalf
by the undersigned, thereunto duly authorized, in Richmond, Virginia, on
December 1, 2000.
COMMONWEALTH BIOTECHNOLOGIES, INC.
By: /s/ Richard J. Freer, Ph.D.
_________________________________
Richard J. Freer, Ph.D., Chairman
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-3 has been signed by the following persons
in the capacities indicated on December 1, 2000.
Each person whose signature appears below constitutes and appoints Richard
J. Freer, Ph.D., with full power to act, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign this Registration
Statement on Form S-3, and any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-3, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitutes, may
lawfully do or cause to be done by virtue hereof. Pursuant to the requirements
of the Securities Act of 1933, as amended, this Power of Attorney has been
signed by the following persons in the capacities indicated on December 1, 2000:
Signature Title(s)
/s/ Richard J. Freer, Ph.D.
--------------------------- Chairman and Director (Principal Executive
Richard J. Freer, Ph.D. Officer)
/s/ Robert B. Harris, Ph.D.
--------------------------- President and Director
Robert B. Harris, Ph.D.
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<PAGE>
/s/ Thomas R. Reynolds Senior Vice President, Secretary and Director
-----------------------
Thomas R. Reynolds
/s/ James H. Brennan
-------------------- Controller (Principal Financial and Accounting
James H. Brennan Accounting Officer)
------------------- Director
George F. Allen
------------------------- Director
Dr. Raymond H. Cypess
/s/ L. McCarthy Downs Director
---------------------
L. McCarthy Downs
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<PAGE>
Exhibit Index
-------------
Exhibit
Number Description of Exhibit
------ ----------------------
3.1 Amended and Restated Articles of Incorporation (1)
3.2 Amended and Restated Bylaws (1)
4.1 Form of Common Stock Certificate (1)
4.2 Form of Warrant issued in connection with September 2000 Private
Placement (eighteen month term) (2)
4.3 Form of Warrant issued in connection with September 2000 Private
Placement (five year term) (2)
4.4 Form of Warrant issued to executive officers in June 1997 Private
Placement (3)
5.1 Opinion of LeClair Ryan, A Professional Corporation (4)
23.1 Consent of LeClair Ryan, A professional Corporation (included in
Exhibit 5.1)
23.2 Consent of McGladrey & Pullen, LLP (2)
24.1 Power of Attorney (see Page II-4)
-----------------------
(1) Incorporated by reference to the Company's Registration Statement on Form
SB-2, Registration No. 333-31731.
(2) Filed herewith.
(3) Incorporated by reference to Exhibit 10.3 to the Company's Registration
Statement on Form SB-2, Registration No. 333-3171.
(4) To be filed by amendment.
