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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, ON DECEMBER 12, 2000
REGISTRATION NO. 333-____
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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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CELL PATHWAYS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware 23-2969600
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
702 Electronic Drive
Horsham, PA 19044
(215) 706-3800
(Address of Principal Executive Offices)
CELL PATHWAYS, INC. 1997 EQUITY INCENTIVE PLAN
CELL PATHWAYS, INC. 1997 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
CELL PATHWAYS, INC. EMPLOYEE STOCK PURCHASE PLAN
TSENG LABS, INC. 1991 STOCK OPTION PLAN
TSENG LABS, INC. 1991 SPECIAL DIRECTORS STOCK OPTION PLAN
TSENG LABS, INC. 1995 STOCK OPTION PLAN
(Full Title of the Plans)
MARTHA E. MANNING, ESQUIRE
Senior Vice President, General Counsel and Secretary
Cell Pathways, Inc.
702 Electronic Drive
Horsham, PA 19044
(215) 706-3800
(Name, Address and Telephone Number,
Including Area Code, of Agent for Service)
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Copies To:
Stephen A. Jannetta, Esq.
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103-2921
(215) 963-5000
CALCULATION OF REGISTRATION FEE
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<CAPTION>
TITLE PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES TO AMOUNT OFFERING PRICE AGGREGATE
BE REGISTERED(1) TO BE REGISTERED PER SHARE OFFERING PRICE AMOUNT OF REGISTRATION FEE
---------------- ---------------- --------- -------------- --------------------------
<S> <C> <C> <C> <C>
Common Stock 3,250,015(2) $4.625 $15,031,319.37 $3,968.27
(par value $0.01)
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(1) Includes rights to purchase shares of the Registrant's Series A Junior
Participating Stock pursuant to the Preferred Stock Purchase Rights
Plan of Cell Pathways, Inc. No separate consideration is paid for these
rights and, as a result, the registration fee for these rights is
included in the fee for the Common Stock registered hereby. Pursuant to
Rule 416 under the Securities Act of 1993, as amended (the "Securities
Act"), this registration statement also covers such additional shares
as may hereafter be offered or issued to prevent dilution resulting
from stock splits, stock dividends, recapitalizations or certain other
capital adjustments.
(2) For purposes of calculating the registration fee on the shares of
Common Stock being registered pursuant to this Registration Statement,
the maximum offering price per share has been estimated at $4.625
based upon the average of the high and low prices of the Common Stock,
as reported in the Nasdaq National Market on December 6, 2000.
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INCORPORATION BY REFERENCE
Pursuant to General Instruction E on Form S-8 under the Securities Act,
the contents of the Registrant's Registration Statement on Form S-8 (Commission
File No. 333-66701) is incorporated herein by reference.
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ITEM 8: EXHIBITS
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<CAPTION>
Exhibit # Description
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<S> <C>
5 Opinion of Morgan, Lewis & Bockius LLP.
23.1 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5).
23.2 Consent of Arthur Andersen LLP.
24 Power of Attorney (included in signature page).
99 Cell Pathways 1997 Equity Incentive Plan (as amended and
restated).
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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 Horsham, Commonwealth of Pennsylvania, on this 12 day
of December, 2000.
CELL PATHWAYS, INC.
By: /s/ Robert J. Towarnicki
--------------------------------
Robert J. Towarnicki
President and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert J. Towarnicki and Martha E.
Manning, and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any and
all amendments to this Registration Statement (including post-effective
amendments to the Registration Statement), and to file the same, with all
exhibits thereto, and any other documents in connection therewith, granting unto
said attorneys-in-fact and agents 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 or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or 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 Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Robert J. Towarnicki President, Chief Executive Officer December 12, 2000
------------------------ (Principal Executive Officer) and
Robert J. Towarnicki Chairman of the Board of Directors
/s/ Brian J. Hayden Chief Financial Officer, Vice December 12, 2000
------------------------ President -- Finance (Principal
Brian J. Hayden Financial and Accounting Officer)
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ William A. Boeger Director December 12, 2000
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William A. Boeger
/s/ John J. Gibbons Director December 12, 2000
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John J. Gibbons
/s/ Thomas M. Gibson Director December 12, 2000
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Thomas M. Gibson
/s/ Judith A. Hemberger Director December 12, 2000
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Judith A. Hemberger
/s/ Bruce R. Ross Director December 12, 2000
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Bruce R. Ross
/s/ Rifat Pamukcu Director and Executive Vice President December 12, 2000
------------------------ -- Chief Scientific Officer
Rifat Pamukcu
/s/ Louis M. Weiner Director December 12, 2000
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Louis M. Weiner
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EXHIBIT INDEX
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<S> <C>
5 Opinion of Morgan, Lewis & Bockius LLP.
23.1 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5).
23.2 Consent of Arthur Andersen LLP.
24 Power of Attorney (included in signature page).
99 Cell Pathways 1997 Equity Incentive Plan (as amended and restated).
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