As filed with the Securities and Exchange Commission on August 4, 2000
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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INTERFERON SCIENCES, INC.
(Exact name of registrant as specified in its charter)
Delaware 22-2313648
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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783 JERSEY AVENUE
NEW BRUNSWICK, NJ 08901
(732) 249-3250
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
LAWRENCE M. GORDON, ESQ.
Chief Executive Officer
Interferon Sciences, Inc.
783 Jersey Avenue
New Brunswick, New Jersey 08901
(732) 249-3250
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
ROBERT J. HASDAY, ESQ.
Duane, Morris & Heckscher LLP
380 Lexington Avenue
New York, New York 10168
(212) 692-1010
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being 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 the securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
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 statement 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. [ ]
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<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed
Offering Price Maximum
Title of Each Class of Per Share Aggregate Amount of
Securities Amount to Offering Price Registration Fee
to be Registered be Registered
<S> <C> <C> <C> <C>
Common Stock, par value $.01 23,312,302(1) $1.56 $36,367,191 $9,600.94(2)
per share
(1) The securities being registered hereby consist of shares of common stock
offered from time to time for resale by certain selling security holders,
including shares issuable upon exercise of warrants. Also registered
hereunder is such indeterminate number of additional shares of common stock
that may become issuable pursuant to the anti-dilution provisions of such
warrants.
(2) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the
amount of the registration fee and based upon the average of the high and
low prices per share of the common stock, on August 1, 2000, as reported on
the OTC Bulletin Board, of $1.56.
</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SEC IS EFFECTIVE. THIS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE
IS NOT PERMITTED.
<PAGE>
PROSPECTUS SUBJECT TO COMPLETION
August 4, 2000
INTERFERON SCIENCES, INC.
23,312,302 SHARES OF COMMON STOCK
We have prepared this prospectus to allow the selling stockholders we
identify herein to sell up to 23,312,302 shares of our common stock (which
includes 11,735,451 shares of common stock issuable upon exercise of warrants).
We will not receive any of the proceeds from the sale of common stock by the
selling stockholders. However, we could receive up to $17,353,177 upon exercise
of the warrants. Any proceeds we receive from the exercise of the warrants will
be used for general corporate purposes.
Our common stock is traded on the OTC Bulletin Board under the symbol
"IFSC." On August 2, 2000, the last reported sale price of our common stock on
the OTC Bulletin Board was $1.625 per share.
INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS"
BEGINNING ON PAGE 4.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED THE COMMON
STOCK NOR HAVE THESE ORGANIZATIONS DETERMINED THAT THIS PROSPECTUS IS ACCURATE
OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is August __, 2000.
<PAGE>
THE COMPANY
Interferon Sciences, Inc. is a biopharmaceutical company which studies,
manufactures, and sells pharmaceutical products based on its highly purified,
multispecies, natural source alpha interferon ("Natural Alpha Interferon"). Our
ALFERON N Injection(R) (Interferon Alfa-n3) product has been approved by the
United States Food and Drug Administration ("FDA") for the treatment of certain
types of genital warts and we have studied its potential use in the treatment of
HIV, hepatitis C, and other indications. We have also studied ALFERON N Gel(R)
and ALFERON LDO(R), our topical and oral formulations of Natural Alpha
Interferon, for the potential treatment of viral and immune system diseases. In
addition, we are seeking to enter into collaborations with companies in the
areas of cancer, infectious diseases, and immunology. Our strategy is to utilize
our expertise in regulatory affairs, clinical trials, manufacturing, and
research and development to acquire equity participations in early stage
companies. Our principal executive offices are located at 783 Jersey Avenue, New
Brunswick, New Jersey 08901, and our telephone number is (732) 249-3250.
RISK FACTORS
You should carefully consider the following factors, as well as the
other information in this prospectus, before purchasing our common stock.
You should be cautioned that the following important factors have
affected, and in the future could affect, our actual results. There may be
additional factors not discussed in this prospectus that could also affect
future results. These factors could cause our future financial results to differ
materially from those expressed in any forward-looking statements made by us.
Forward-looking statements may relate to such matters as:
- our ability to generate future revenues;
- the potential commercialization of our products; and
- our ability to enter into future business collaborations and marketing
partnerships.
Forward-looking statements may include words such as "will," "should,"
"could," "anticipate," "believe," "plan," "estimate," "expect," "intend," and
other similar expressions. This list does not constitute all factors which you
should consider prior to making an investment decision in our securities. You
should also not assume that the information contained herein is complete or
accurate in all respects after the date of this filing. We disclaim any duty to
update the statements contained herein.
HISTORY OF OPERATING LOSSES; UNCERTAINTY OF FUTURE FINANCIAL RESULTS.
We have experienced significant operating losses since our inception in
1980. For the years ended December 31, 1999, 1998, and 1997, we had losses from
operations of $5.4 million, $20.8 million, and $22.4 million, respectively. We
expect such losses to continue until significant sales of ALFERON N Injection
occur, or we enter into successful collaborations with other companies. Although
we received approval to market ALFERON N Injection for the treatment of genital
warts from the FDA in October 1989 and from certain foreign countries many years
ago, we have had only limited revenues from the sale of ALFERON N Injection.
There can be no assurance that sales of ALFERON N Injection will ever reach a
level which will enable us to operate profitably. Future financial results will
be affected by, among other things, the following factors:
- our ability to increase the market for ALFERON N Injection;
- the willingness of potential strategic partners to market ALFERON N
Injection;
- our ability to enter into collaborations with promising companies;
- the costs related to any new collaborations with other companies;
- the progress of our research and development programs;
- the progress of our preclinical and human clinical studies;
- the time, costs, and ability of obtaining regulatory approvals for
those products subject to such approvals;
- our ability to protect our proprietary rights;
- the costs of protecting our patent claims;
- competing technological and market developments;
- manufacturing costs associated with our various products and potential
products; and
- the costs of commercializing and marketing our products.
NEED FOR ADDITIONAL CAPITAL.
Additional funds will be required to:
- enable us to continue our research and development activities;
- conduct preclinical and clinical studies;
- fund our obligations in any new collaborations with other companies;and
- manufacture and market our products.
Management is likely to pursue various financing alternatives to obtain
these funds, including:
- equity issuances;
- lease financing;
- collaborative arrangements with partners; and/or
- asset-based financing.
The level of expenditures required for these activities will depend in
part on the extent to which we develop, manufacture, and market ALFERON N
Injection independently or with other companies through collaborative
arrangements. Our future capital requirements will also depend, among other
things, on one or more of the following factors:
- our obligations in any new collaborations;
- the extent and progress of our research and development programs;
- the progress of preclinical and clinical studies;
- the time and costs of obtaining regulatory clearances for those
products subject to such clearances;
- the costs involved in filing, protecting, and enforcing patent claims;
- competing technological and market developments;
- the cost of capital expenditures at our manufacturing facilities;
- the costs of marketing and commercializing our products; and
- our ability to attract partners to help market and/or manufacture our
products.
There is no assurance that funding to carry on these activities will be
available at all or on favorable terms to permit successful commercialization of
ALFEERON N Injection or of any products which we collaborate on with other
companies
If adequate funds are not available, we may be required to:
- curtail one or more of our research and development programs;
- curtail manufacturing and commercialization programs; and/or
- obtain funds through arrangements with collaborative partners or
others, if possible.
These arrangements may require us to relinquish certain technology or
product rights, including patent and other intellectual property rights.
NO GUARANTEED SOURCE OF REQUIRED MATERIALS.
We use a number of essential materials in the production of ALFERON N
Injection, including human white blood cells, and we have a limited number of
sources from which to obtain such materials. We do not have long-term agreements
for the supply of any of such materials. There can be no assurance we can enter
into long-term supply agreements covering essential materials on commercially
reasonable terms, if at all. If we are unable to obtain the required raw
materials, we may be required to scale back our operations or stop manufacturing
ALFERON N Injection. The costs and availability of products and materials we
need for the commercial production of ALFERON N Injection and other products
which we may commercially produce are subject to fluctuation depending on a
variety of factors beyond our control, including competitive factors, changes in
technology, and FDA and other governmental regulation and there can be no
assurance that we will be able to obtain such products and materials on terms
acceptable to us or at all.
LIMITED MARKETING PROGRAM.
In June 1998, we entered into an agreement with Integrated
Commercialization Services, Inc. ("ICS"), a subsidiary of Bergen Brunswig
Corporation, pursuant to which ICS became the sole United States distributor of
ALFERON N Injection. ICS also provides clinical and product information,
reimbursement information and services, and management of patient assistant
services. In addition, we currently have marketing arrangements for the
distribution of ALFERON N Injection in Mexico and Germany. Unless we
successfully develop our own sales force or enter into additional marketing
arrangements with other companies, we will be dependent on the ability of our
current distributors to sell sufficient quantities of ALFERON N Injection to
allow us to operate profitably. There can be no assurance that we will be able
to develop our own sales force or enter into additional marketing agreements on
acceptable terms, if at all, or that we will be able to successfully market and
sell ALFERON N Injection or any other product.
PRODUCTS UNDER DEVELOPMENT.
We are currently evaluating the development of ALFERON N Injection for
the treatment of multiple sclerosis and certain types of cancer. We are also
planning a clinical study testing ALFERON N Injection and certain ablative
therapies (such as laser treatment, cryosurgery, and acid) as combination
therapy for the treatment of genital warts. However, there can be no assurance
that these products will be cost-effective, safe, or effective treatments for
these diseases, and there is no assurance of receiving regulatory approvals to
market these products. We cannot market such products until such approvals are
obtained. Even if such approvals are obtained, there can be no assurance that
any of these products will be successful or will produce significant revenues or
profits. Our ability to become profitable depends on the successful commercial
development of these products or our entering into successful collaborations
with other companies.
POTENTIAL SIDE EFFECTS.
We manufacture and sell only one FDA approved product, ALFERON N
Injection for the treatment of refractory or recurring external genital warts in
adults. In clinical trials conducted for the treatment of genital warts with
ALFERON N Injection, patients did not experience serious side effects; however,
there can be no assurance that unexpected or unacceptable side effects will not
be found in the future for this use or other potential uses of this product or
for any other product which we may develop which could threaten or limit such
product's usefulness.
RISK OF PRODUCT LIABILITY.
Our products have undergone or will undergo extensive clinical testing
prior to the granting of any regulatory approval for the purpose, among other
things, of determining the safety of such products. We may sell products which
cause unexpected adverse reactions or result in an allergic or other reaction or
which are alleged to have unacceptable adverse side effects. Product liability
risk is inherent in the testing, manufacture, marketing, and sale of our
products, and there can be no assurance that we will be able to avoid
significant product liability exposure. Such liability might result from claims
made directly by consumers or by pharmaceutical companies or others selling such
products. It is impossible to predict the scope of injury or liability from such
unexpected reactions, or the measure of damages which might be imposed as a
result of any claims or the cost of defending such claims. We have a product
liability insurance policy in the amount of $10,000,000. Although we believe
this amount is sufficient, there is no assurance that we will be able to
maintain such coverage, and even if we do maintain it, in the event that we
become subject to liability claims in excess of any insurance coverage we may
have in effect, we may not have sufficient assets or liquidity to satisfy such
claims which could result in the inability to continue our operations.
Furthermore, any published reports or rumors suggesting a link between any of
our products and injury to a person could be expected to materially impair our
ability to market such product.
SUBSTANTIAL COMPETITION.
Many of our potential competitors are among the largest pharmaceutical
companies in the world, are well known to the public and the medical community,
and have substantially greater financial resources, product development, and
manufacturing and marketing capabilities than we or our marketing partners have.
In the United States and Mexico, we currently compete with
Schering-Plough Corp.'s ("Schering") injectable recombinant interferon product
for the treatment of genital warts. Minnesota Mining & Manufacturing Co. also
received FDA approval for its immune-response modifier, Aldara(R), a
self-administered topical cream, for the treatment of genital warts. ALFERON N
Injection also competes with surgical, chemical, and other methods of treating
genital warts. We cannot assess the impact products developed by our competitors
or advances in other methods of the treatment of genital warts will have on the
commercial viability of ALFERON N Injection.
If and when we obtain additional approvals of uses of our products, we
expect to compete primarily on the basis of product performance. Our potential
competitors have developed or may develop products (containing either alpha
interferon or other therapeutic compounds) or other treatment modalities for
those uses. In the United States, two recombinant forms of beta interferon have
been approved for the treatment of relapsing-remitting multiple sclerosis. There
can be no assurance that, if we are able to obtain regulatory approval of
ALFERON N Injection for the treatment of new indications, we will be able to
achieve any significant penetration into those markets. In addition, because
certain of the competitive products are not dependent on a source of human blood
cells, such products may be able to be produced in greater volume and at a lower
cost than ALFERON N Injection.
Currently, our wholesale price on a per unit basis of ALFERON N
Injection is substantially higher than that of the competitive recombinant alpha
interferon products.
Other companies may succeed in developing products earlier than we do,
obtaining approvals for such products from the FDA more rapidly than we do, or
developing products that are more effective than those we may develop. While we
will attempt to expand our technological capabilities in order to remain
competitive, there can be no assurance that research and development by others
or other medical advances will not render our technology or products obsolete or
non-competitive or result in treatments or cures superior to any therapy we
develop.
POTENTIAL PATENT INFRINGEMENT CLAIMS.
On March 5, 1985, the United States Patent and Trademark Office issued
a patent to Hoffmann-La Roche, Inc. ("Hoffmann") claiming purified human alpha
(leukocyte) interferon (regardless of how it is produced). F. Hoffmann-LaRoche
Ltd. ("Roche"), the parent of Hoffmann, also has been issued patents covering
human alpha interferon in many countries throughout the world. As of March 31,
1995, we obtained a non-exclusive perpetual license from Hoffmann and Roche
which grants us the worldwide rights to make, use, and sell, without a potential
patent infringement claim from Hoffmann or Roche, any formulation of Natural
Alpha Interferon. The license permits us to grant marketing rights with respect
to Natural Alpha Interferon products to third parties, except that we cannot
grant marketing rights with respect to injectable formulations of Natural Alpha
Interferon in any country in which Hoffmann or Roche has patent rights covered
by the license to any third party not listed on a schedule of approximately 50
potential marketing partners without the consent of Hoffmann and Roche, which
consent cannot be unreasonably withheld. There can be no assurance that we will
not want to grant such marketing rights to a third party not listed on such
schedule, or that Hoffmann and Roche will not withhold the required consent. In
addition, if such license were terminated, we may be subject to a patent
infringement lawsuit by Hoffmann and Roche if we continue to market Natural
Alpha Interferon products. If such a suit were brought, we would have to either
counterclaim to attempt to invalidate the Hoffmann and Roche patents or prove
that we do not infringe such patents.
In addition, there may have been other patent applications filed in the
United States and in foreign countries, some of which may have been filed by our
potential competitors, with respect to the technologies and/or products which we
may require to produce our current and proposed products. If any of such patents
issue in the United States or in foreign countries in a form which covers our
products or processes, we would be required to obtain licenses under such
patents in connection with the domestic and international commercialization of
such products. There can be no assurance that we could obtain licenses under any
of such patents if so issued, particularly if they were issued to companies
directly in competition with us, or that, even if we could obtain licenses, we
could do so on commercially reasonable terms.
If the sale or use of any of our products were to become the basis of a
patent infringement lawsuit, assuming we could not obtain a license on
satisfactory terms, we may be required to incur substantial litigation expenses,
and such litigation could also consume substantial management time, which could
have a material adverse effect upon our financial condition even if we were
successful in the litigation. If we were not successful in such litigation, we
may be required to pay a royalty for the use of the claimed patents or cease
producing the products and redevelop the products in such a way as to avoid
infringing any claimed patent rights. There can be no assurance in such case
that we could obtain a license under such patents on commercially reasonable
terms or at all, or that we could successfully redevelop the products to fall
outside the scope of the claim.
Our policy is to seek licenses if we believe that the terms of such
licenses, when weighed against the expense and uncertainties of potential
litigation, are cost effective.
POSSIBLE INABILITY TO PROTECT TECHNOLOGY.
To a significant extent, the ability of the Company to protect its
rights in any products or technology it may develop depends upon its ability to
obtain suitable patent or similar protection. The ability of the Company to
obtain patents, and the nature, extent, and enforceability of the intellectual
property rights that are obtained as a result of the Company's research, involve
complex legal and factual issues. New technology and products developed by the
Company may not qualify for patent protection or, if they do qualify, may be
subject to challenge or to protracted judicial proceedings. In addition, the
Company may determine not to seek additional patent or other protection for its
technology or products. It is not certain that other patents will be issued or,
if issued, that they will afford the Company protection from competitive
products. Although the Company's practice is to require its technical and
scientific employees and consultants to execute confidentiality agreements
covering proprietary information, there can be no assurance that others will not
independently make similar discoveries or otherwise obtain access to proprietary
information of the Company. In addition, the Company has a non-exclusive license
agreement with Hoffmann and Roche which enables the Company to sell its
products. There can be no assurance that Hoffmann or Roche has not granted or
will not grant a similar license to another company with considerably greater
financial, technical, and marketing resources than the Company or that Hoffmann
or Roche will not enter the market itself with a competitive product.
While the Company has recently been issued a United States patent for
Natural Alpha Interferon produced from human peripheral blood leukocytes and its
production process and has several patent applications pending, it is possible
that others have or may develop equivalent or superior products or technologies
which would not fall within the scope of the Company's patent claims or which
might involve inventions similar in scope to those of the Company for which
patent or similar rights are obtained by others prior to the time that the
Company is able to do so.
REGULATORY APPROVALS.
The production and marketing of our products in the United States, as
well as our ongoing research and development activities, are subject to
regulation by governmental agencies, most significantly the FDA. Such regulation
includes requirements for obtaining FDA approval prior to marketing each of our
products in the United States. In order to obtain such FDA approval, we must
demonstrate, among other things, the safety and efficacy of each product through
pre-clinical and clinical testing. Obtaining such approvals is a time-consuming
process and requires the expenditure of substantial resources. Each facility in
which the products are produced and packaged, whether operated by us or a third
party, must meet the FDA's standards for current good manufacturing practices
and must also be approved prior to marketing any product produced or packaged in
such facility. Any significant change in the production process which may be
commercially required, including changes in sources of certain raw materials, or
any change in the location of the production facilities will also require FDA
approval. To the extent we do not handle a specific portion of the manufacturing
process for a product, we must similarly receive FDA approval for the
participation by such third party in the manufacturing process. For example, we
have an agreement with Abbott Laboratories, Inc. ("Abbott") pursuant to which
Abbott formulates and packages ALFERON N Injection. We presently have a biologic
establishment license for the facilities in which we produce ALFERON N
Injection, which includes the facilities in which Abbott formulates and packages
ALFERON N Injection. If our or Abbott's present manufacturing facilities were
damaged or destroyed or our agreement with Abbott were terminated, there can be
no assurance that FDA approval could be obtained for another facility or that
another facility could be built and approved on a timely basis or on
commercially reasonable terms. Delays in obtaining, or the failure to obtain,
any necessary regulatory approvals could have a material adverse effect on our
ability to develop, produce, and sell our products. In addition, if we fail to
comply in any respect with FDA requirements with respect to the production and
marketing of biological drug products, we could be subject to potential civil
and criminal penalties. In addition, our products could be subject to seizure
and other civil enforcement action. Because of the uncertain nature of many of
these requirements, there can be no assurance that regulatory problems of this
type will not occur.
FOREIGN REGULATORY APPROVALS.
To market our products outside of the United States, we are subject to
numerous and varying foreign regulatory requirements, implemented by foreign
health authorities, governing the design and conduct of human clinical trials
and marketing approval. The approval procedure varies among countries and can
involve additional testing, and the time required to obtain approval may differ
from that required to obtain FDA approval. At present, foreign marketing
authorizations are applied for at a national level, although certain
registration procedures are available within the European Union (the "EU") to
companies wishing to market a product in more than one EU member country. If a
regulatory authority is satisfied that adequate evidence of safety, quality, and
efficacy has been presented, marketing authorization is usually granted. The
foreign regulatory approval process includes all of the risks associated with
obtaining FDA approval set forth above. Approval by the FDA does not ensure
approval by other countries. There can be no assurance that our products will
receive such approvals. In addition, under certain circumstances, we may be
required to obtain FDA authorization to export products for sale in foreign
countries. For instance, in most cases, we may not export products that have not
been approved by the FDA unless we first obtain an export permit from the FDA.
However, these FDA export restrictions generally do not apply if our products
are exported in conformance with their United States approvals or are
manufactured outside the United States. At the present time, we do not have any
foreign manufacturing facilities.
ROYALTY OBLIGATIONS.
We have entered into certain license agreements pursuant to which we
are obligated to pay royalties based upon the commercial exploitation of our
products. Royalty payments under such license agreements with respect to ALFERON
N Injection, ALFERON N Gel, and ALFERON LDO could aggregate up to 9.5%, 13.5%,
and 19.5%, respectively, of our net sales of such products. Such royalty
obligations, together with any additional royalties which may become obligated
to pay in the future, may limit our marketing strategies and prevent us from
obtaining adequate profit margins and could have a material adverse effect on
the commercial exploitation of our products.
In connection with the acquisition of certain intellectual property and
technology rights from GP Strategies Corporation ("GP"), we agreed to pay GP a
royalty of $1 million. Such amount is payable if and when we generate income
before income taxes, limited to 25% of such income before income taxes per year
until such amount is paid in full.
RETENTION OF KEY PERSONNEL.
Because of the specialized scientific nature of our business, it is
necessary to attract and retain personnel with a wide variety of scientific
capabilities. Competition for such personnel is intense. There can be no
assurance that we will continue to attract and retain personnel of high
scientific caliber. Other than Mr. Gordon, our Chief Executive Officer, Dr.
Schutzbank, our President, and Dr. Ronel, our Chairman of the Board, none of our
other key employees have employment agreements. We do not maintain key man life
insurance for any of our key employees and do not intend to obtain such
insurance. If we lose the services of certain of our employees, it could have a
material adverse effect on the Company's operations.
PREFERRED STOCK.
Our charter allows us to issue up to 5,000,000 shares of preferred
stock, the rights, preferences, qualifications, limitations, and restrictions of
which may be fixed by the Board of Directors without any further vote or action
by the stockholders. The ability to issue the preferred stock could have the
effect of delaying, deferring, or preventing the change of control of ISI.
OPTIONS AND WARRANTS.
As of August 4, 2000, the Company had outstanding options and warrants
to purchase 13,329,526 shares of common stock. For the life of the outstanding
options and warrants, the holders are given, at nominal cost, the opportunity to
profit if the price for the common stock in the public market exceeds the
exercise price of the options or warrants, without assuming the risk of
ownership, with a resulting dilution in the interest of other security holders.
If the public market price of the common stock does not rise above the exercise
price of the options or warrants during the exercise period, then such
securities will expire worthless. As long as the outstanding options and
warrants remain unexercised, the terms under which the Company could obtain
additional capital may be adversely affected. Moreover, the holders of these
securities may be expected to exercise them at a time when the Company would, in
all likelihood, be able to obtain any needed capital by a new offering of its
securities on terms more favorable than those provided by these securities.
POSSIBLE VOLATILITY OF STOCK PRICE; LIMITED LIQUIDITY; ABSENCE OF DIVIDENDS.
The market price of our common stock may experience a high level of
volatility, as frequently occurs with publicly traded emerging growth companies
and biosciences companies. The market price of our stock may be significantly
impacted, among other things, by:
- announcements of technological innovations or new commercial products
by us or our competitors;
- developments or disputes concerning patent or proprietary rights;
- publicity regarding actual or potential medical results relating to
products under development by us or our competitors;
- general regulatory developments affecting our products in both the
United States and foreign countries;
- market conditions for emerging growth companies and biosciences
companies and economic and other internal and external factors;
- period-to-period fluctuations in financial results; and
- our ability to enter into collaborations with third parties to market
our products.
We have never declared or paid any cash dividends on our common stock
and do not intend to do so for the foreseeable future.
SHARES ELIGIBLE FOR FUTURE SALE; REGISTRATION RIGHTS
As of August 4, 2000, we had 16,622,924 outstanding shares of common
stock, approximately 5.4 million of which are available for sale in the public
marketplace and the remaining approximately 11.2 million of which will become
available for sale on October 13, 2000. There were also outstanding stock
options to purchase an aggregate of 1,887,260 shares of common stock at a price
of $ .25 per share and warrants to purchase 11,235,451 shares of common stock at
a price of $1.50 per share. Shares of common stock which may be issued under
outstanding options and warrants will be available for sale in the public
markets. In addition, certain holders of the common stock have certain demand
and piggyback registration rights pursuant to a registration rights agreement
between ISI and these holders. No prediction can be made as to the effect, if
any, that sales of shares of common stock or the availability of such shares for
sale will have on the market prices of the common stock prevailing from time to
time. The possibility that substantial amounts of common stock may be sold in
the public market may adversely affect prevailing market prices for the common
stock. This could impair our ability to raise capital through the sale of equity
securities. Further, if we were required to include shares, through exercise of
the outstanding piggyback registration rights, in a company-initiated
registration, the sale of such shares could have a material adverse effect on
our ability to raise additional capital.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. Our SEC filings are available to the public over
the Internet at the SEC's web site at http://www.sec.gov. You may also read and
copy any document we file at the SEC's public reference rooms in Washington,
D.C., New York, New York and Chicago, Illinois. Please call the SEC at
1-800-732-0330 for further information on the public reference rooms.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to these documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings made with the SEC
under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until the selling stockholders sell all of their common stock:
- Annual Report on Form 10-K for the year ended December 31,1999, as
amended; and
- Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000
and June 30, 2000.
To obtain a copy of these filings at no cost, you may write or
telephone us at the following address:
Chief Financial Officer
Interferon Sciences, Inc
783 Jersey Avenue
New Brunswick, New Jersey 08901
(732) 249-3250
This prospectus contains forward-looking statements relating to future
events or our future financial performance. These statements are only
predictions and actual events or results may be materially different from our
predictions. In evaluating these statements, you should consider the various
factors identified in this prospectus, including but not limited to the matters
set forth under the heading "Risk Factors," which could cause actual results to
differ materially from those indicated by such forward-looking statements.
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. Neither we nor the
selling stockholders have authorized anyone else to provide you with different
information. Neither we nor the selling stockholders are making an offer of
these securities in any state where the offer is not permitted. You should not
assume that the information in this prospectus is accurate as of any date other
than the date on the front of the prospectus.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares of common
stock by the selling stockholders. If all the warrants are exercised in full,
the Company will receive up to approximately $17.4 million, which will be used
for general corporate purposes. There can be no assurance, however, that the
selling stockholders will exercise the warrants in full or at all.
SELLING STOCKHOLDERS
This prospectus relates to the offering by the selling stockholders
named in this prospectus of up to 23,312,302 shares of common stock. All of the
selling stockholders have acquired the shares of common stock in private
placements and may acquire additional shares of common stock upon the exercise
of warrants issued in the private placements.
The following table sets forth important information with respect to
the selling stockholders as of August 4, 2000, as follows:
- the name and position or other material relationship within the past
three years of the selling stockholders with us;
- the number of shares of common stock beneficially owned by the
selling stockholders (including shares issuable upon exercise of
warrants exercisable within 60 days of August 4, 2000) prior to
this offering;
- obtainable under warrants exercisable within 60 days of August 4, 2000
prior to this offering;
- the number of shares of common stock being offered through this
prospectus; and
- the number and percentage of shares of common stock to be
beneficially owned by the selling stockholders after the sale of
the shares of common stock being offered through this
prospectus.
The selling stockholders do not have to sell all of the shares of common stock
that they own.
<TABLE>
<CAPTION>
Number of Shares Number of Shares
Beneficially Issuable Upon Shares Beneficially Owned
Owned Prior to Exercise of Number of After the Offering
the Offering Warrants Shares Offered
Hereby Number Percentage
Selling Stockholder
<S> <C> <C> <C> <C> <C>
Anfel Trading Ltd. 757,576 378,788(1) 757,576(3) 0 0
Marc L. Bailin 75,758 37,879(1) 75,758(3) 0 0
Balmore S.A. 1,515,152 757,576(1) 1,515,152(3) 0 0
Arnaldo Barros 454,546 227,273(1) 454,546(3) 0 0
B&B Trading Retirement Plan 75,758 37,879(1) 75,758(3) 0 0
Ismelia Costa Belmont 120,000 60,000(1) 120,000(3) 0 0
Ethan Benovitz 75,758 37,879(1) 75,758(3) 0 0
Daniel Berger 151,516 75,758(1) 151,516(3) 0 0
John W. Blaha 37,880 18,940(1) 37,880(3) 0 0
Martin Blech 90,910 45,455(1) 90,910(3) 0 0
Bruce Bridges 30,000 15,000(1) 30,000(3) 0 0
Celeste Trust Reg. 1,515,152 757,576(1) 1,515,152(3) 0 0
Central Yeshiva Beth Joseph 237,123 146,971(1) 237,123(3) 0 0
Clarex Limited 300,000 150,000(1) 300,000(3) 0 0
Congregation Ohel Torah 75,758 37,879(1) 75,758(3) 0 0
Robert Degirmenci 75,758 37,879(1) 75,758(3) 0 0
Robert H. Donehew 30,304 15,152(1) 30,304(3) 0 0
Donehew Fund Limited 272,728 136,364(1) 272,728(3) 0 0
Partnership
Stella Eros Trust 400,000 200,000(1) 400,000(3) 0 0
Richard and Kenneth Etra 37,880 18,940(1) 37,880(3) 0 0
Steven Etra 189,394 94,697(1) 189,394(3) 0 0
Steven Gluckstein, IRA 50,000 25,000(1) 50,000(3) 0 0
Ari S. Goldman 96,000 48,000(1) 96,000(3) 0 0
Martin Goldman 80,000 40,000(1) 80,000(3) 0 0
GP Strategies Corporation 841,400 500,000(2) 841,400(3) 0 0
Frank V. Grace 75,758 37,879(1) 75,758(3) 0 0
HAA, Inc. 454,546 227,273(1) 454,546(3) 0 0
Harbor Trust 0 1,363,637(1) 2,727,274(3)(4) 0 0
Harnof Investments Limited 303,032 151,516(1) 303,032(3) 0 0
John Heilshorn 113,638 56,819(1) 113,638(3) 0 0
Charlotte Horowitz 121,214 60,607(1) 121,214(3) 0 0
Benjamin J. Jesselson 8/21/74 757,576 378,788(1) 757,576(3) 0 0
Trust
Michael G. Jesselson 12/18/80 1,515,152 757,576(1) 1,515,152(3) 0 0
Trust
Richard Kandel 151,516 75,758(1) 151,516(3) 0 0
Scott J. Koppelman 200,000 100,000(1) 200,000(3) 0 0
KSH Strategic Investment Fund 757,576 378,788(1) 757,576(3) 0 0
I, LP
Alan and Penny Layton 37,880 18,940(1) 37,880(3) 0 0
George Lichtenstein 170,455 85,227(1) 170,455(3) 0 0
Lightning Ltd. 151,516 75,758(1) 151,516(3) 0 0
Keith Lippert 75,758 37,879(1) 75,758(3) 0 0
Low Family Trust 151,516 75,758(1) 151,516(3) 0 0
Robert A. Mackie 340,000 170,000(1) 340,000(3) 0 0
Magic Consulting Corp. 200,000 100,000(1) 200,000(3) 0 0
Markham Holdings Limited 303,032 151,516(1) 303,032(3) 0 0
Martin Marlow 75,758 37,879(1) 75,758(3) 0 0
Abraham Masliansky 400,000 200,000(1) 400,000(3) 0 0
Maria Molinsky 200,000 100,000(1) 200,000(3) 0 0
Sean Molloy 30,000 15,000(1) 30,000(3) 0 0
New Millennium Biotech 303,032 151,516(1) 303,032(3) 0 0
Jules Nordlicht 303,032 151,516(1) 303,032(3) 0 0
Mark Nordlicht 1,212,122 606,061(1) 1,212,122(3) 0 0
Steven Oliveira 200,000 100,000(1) 200,000(3) 0 0
One Route 340 Corp. 75,758 37,879(1) 75,758(3) 0 0
Ruthy Parnes 151,516 75,758(1) 151,516(3) 0 0
Lawrence L. Pickens 37,880 18,940(1) 37,880(3) 0 0
Mary Ann Pickens 75,758 37,879(1) 75,758(3) 0 0
Richard S. Post 37,880 18,940(1) 37,880(3) 0 0
Earl H. Powers 75,758 37,879(1) 75,758(3) 0 0
Dov Rauchwerger 181,820 90,910(1) 181,820(3) 0 0
RBB Bank Aktiengesellschaft 1,760,000 880,000(1) 1,760,000(3) 0 0
Thomas Redington 136,364 68,182(1) 136,364(3) 0 0
Daniel Saks 75,758 37,879(1) 75,758(3) 0 0
Marvin Schick 151,516 75,758(1) 151,516(3) 0 0
Frank J. Schultheis 151,516 75,758(1) 151,516(3) 0 0
Elliot S. Schwartz and Michael 75,758 37,879(1) 75,758(3) 0 0
Ettinger - Tenants in Common
Seaview Global Fund, LP 80,000 40,000(1) 80,000(3) 0 0
Abraham Shapiro 75,758 37,879(1) 75,758(3) 0 0
Charles Silberstein 30,304 15,152(1) 30,304(3) 0 0
Gary Stein 60,608 30,304(1) 60,608(3) 0 0
Richard S. Thompson 75,758 37,879(1) 75,758(3) 0 0
Michele Faskowitz Treister 30,304 15,152(1) 30,304(3) 0 0
Nelson M. Tuchman 75,758 37,879(1) 75,758(3) 0 0
Israel Wallach 30,304 15,152(1) 30,304(3) 0 0
Teddy Wallach 60,608 30,304(1) 60,608(3) 0 0
Zvi Weinreb 151,516 75,758(1) 151,516(3) 0 0
Stephen Weiss 30,304 15,152(1) 30,304(3) 0 0
Yeshiva Gimel Daled Inc. 303,032 151,516(1) 303,032(3) 0 0
Yeshiva Madreigas HaAdam 100,000 50,000(1) 100,000(3) 0 0
Jay Zises, IRA 303,032 151,516(1) 303,032(3) 0 0
(1) The warrants are exercisable at a price of $1.50 per share of common stock until April, 2005.
(2) The warrants are exercisable at a price of $1.00 per share of common stock until March, 2004.
(3) Consists of shares of common stock currently owned by the selling
stockholders and offered hereby as well as shares of common stock issuable
to such selling stockholders upon exercise of warrants currently held and
offered hereby by such selling stockholders.
(4) Includes a right to acquire 1,363,637 shares of common stock in April, 2001.
</TABLE>
PLAN OF DISTRIBUTION
The common stock being offered by the selling stockholders will be sold
in one or more transactions (which may involve block transactions) on the OTC
Bulletin Board or on another market on which the common stock may from time to
time be trading, in privately-negotiated transactions, through the writing of
options on the common stock, short sales, or any combination thereof. The sale
price to the public may be the market price prevailing at the time of sale, a
price related to the prevailing market price, or any other price as the selling
stockholders determine from time to time. The selling stockholders shall have
the sole and absolute discretion not to accept any purchase offer or make any
sale of common stock if they deem the purchase price to be unsatisfactory at any
particular time.
The selling stockholders may also sell the common stock directly to
market makers acting as principals and/or broker-dealers acting as agents for
themselves or their customers. Brokers acting as agents for the selling
stockholders will receive usual and customary commissions for brokerage
transactions, and market makers and block purchasers purchasing the common stock
will do so for their own account and at their own risk. It is possible that the
selling stockholders will attempt to sell shares of common stock in block
transactions to market makers or other purchasers at a price per share which may
be below the then market price. In addition, the selling stockholders (or their
successors in interest) may enter into hedging transactions with broker-dealers
who may engage in short sales of common stock in the course of hedging the
positions they assume with a selling stockholder. There can be no assurance that
all or any of the common stock offered hereby will be issued to, or sold by, the
selling stockholders.
The selling stockholders and any other persons participating in the
sale or distribution of the common stock will be subject to applicable
provisions of the Exchange Act and the rules and regulations thereunder. These
rules may limit the timing of purchases and sales of any of the common stock by
the selling stockholders or any other person participating in the distribution.
Furthermore, under Regulation M, persons engaged in a distribution of securities
are prohibited from simultaneously engaging in market making and other market
activities with respect to the common stock for a specified period of time
before the distribution begins. These restrictions may reduce the marketability
of the common stock.
We have agreed to indemnify the selling stockholders against
potentially significant liabilities, including liabilities under the Securities
Act.
LEGAL MATTERS
Certain legal matters with respect to the shares of common stock and
the shares issuable upon exercise of the warrants offered hereby have been
passed upon for the Company by Duane, Morris & Heckscher LLP, New York, New
York.
EXPERTS
KPMG LLP, independent auditors, have audited our financial statements included
in our Annual Report on Form 10-K for the year ended December 31, 1999, as set
forth in their report, which is incorporated by reference in this registration
statement. Our financial statements are incorporated by reference on KPMG LLP's
report, given on their authority as experts in accounting and auditing.
<PAGE>
NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THE OFFERING MADE
HEREBY TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN
THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING
STOCKHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF ANY OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY TO ANY
PERSON OR BY ANYONE IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE
HEREOF.
TABLE OF CONTENTS PAGE
The Company ...................................... 2
Risk Factors ..................................... 2
Where You Can Find More Information .............. 11
Use of Proceeds .................................. 11
Selling Stockholders ............................. 12
Plan of Distribution ............................. 16
Legal Matters .................................... 16
Experts .......................................... 16
INTERFERON SCIENCES, INC.
COMMON STOCK
------------------------
PROSPECTUS
------------------------
August __, 2000
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses to be paid by the
Company in connection with the issuance and distribution of the securities being
registered hereby. All the amounts are estimates, except the commission
registration fee. The selling stockholders will bear the cost of all selling
commissions and underwriting discounts with respect to the sale of any
securities by them.
Securities and Exchange Commission registration fee $9,600.94
Legal fees and expenses ........................
Accounting and Miscellaneous expenses...........
Total..................................... $
=========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 9 of the Company's Restated Certificate of Incorporation
provides that the Company shall, to the full extent then permitted by law,
indemnify all persons whom it may indemnify pursuant thereto. In addition,
Article 10 of the Company's Restated Certificate of Incorporation eliminates
personal liability of its directors to the full extent permitted by Section
102(b)(7) of the General Corporation Law of the State of Delaware.
Section 145 of the General Corporation Law of the State of Delaware
permits a corporation to indemnify its directors and officers against expenses
(including attorney's fees), judgments, fines and amounts paid in settlements
actually and reasonably incurred by them in connection with any action, suit or
proceeding brought by third parties, if such directors or officers acted in good
faith and in a manner they reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to any criminal action or
proceeding, had no reason to believe their conduct was unlawful. In a derivative
action, i.e., one by or in the right of the corporation, indemnification may be
made only for expenses actually and reasonably incurred by directors and
officers in connection with the defense or settlement of an action or suit, and
only with respect to a matter as to which they shall have acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best
interest of the corporation, except that no indemnification shall be made if
such person shall have been adjudged liable to the corporation, unless and only
to the extent that the court in which the action or suit was brought shall
determine upon application that the defendant officers or directors are
reasonably entitled to indemnity for such expenses despite such adjudication of
liability.
Section 102(b)(7) of the General Corporation Law of the State of
Delaware provides that a corporation may eliminate or limit the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the General Corporation Law
of the State of Delaware, or (iv) for any transaction from which the director
derived an improper personal benefit. No such provision shall eliminate or limit
the liability of a director for any act or omission occurring prior to the date
when such provision becomes effective.
The Company currently has a $5,000,000 directors' and officers'
liability insurance policy.
<TABLE>
<CAPTION>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
Exhibit
Number Exhibit Description
<S> <C>
5 Opinion of Duane, Morris & Heckscher LLP (to be filed by amendment).
23.1 Consent of KPMG LLP, as independent auditors for the Company.
23.2 Consent of Duane, Morris & Heckscher LLP (included in their opinion to be filed as
Exhibit 5).
24* Powers of Attorney (included in the Signature Page to this Registration Statement).
*Filed herewith.
</TABLE>
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 the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(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 registration statement is on Form S-3 or Form
S-8, and the information required to be included in a
post-effective amendment by those paragraphs iscontained in
periodic reports filed by the registrant pursuant to section
13 or section 15(d) of the Securities and 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, each such 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, 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 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 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 and will be governed by the final adjudication of such issue.
<PAGE>
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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Middlesex, State of New Jersey on August 4, 2000.
INTERFERON SCIENCES, INC.
By /s/ Lawrence M. Gordon
----------------------------
Lawrence M. Gordon
Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Lawrence M. Gordon, Stanley G. Schutzbank, Ph.D., and Samuel H. Ronel, Ph.D.,
and each of them, with full power of substitution and resubstitution and each
with full power to act without the other, his true and lawful attorney-in-fact
and agent, for him and in his name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and all
other documents in connection therewith, with the Securities and Exchange
Commission or any state, granting unto said attorneys-in-fact and agents, and
each of them, 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 attorneys-in-fact and agents, or any of them, or their,
his substitutes or substitute, may lawfully do or cause to be done by virtue
hereof.
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.
Date: August 4, 2000 /s/ Lawrence M. Gordon
----------------------
Lawrence M. Gordon
Chief Executive Officer and Director
(Principal Executive Officer)
Date: August 4, 2000 /s/ Donald W. Anderson
----------------------
Donald W. Anderson
Controller
(Principal Accounting and Financial Officer)
Date: August 4, 2000 /s/ Stanley G. Schutzbank
----------------------
Stanley G. Schutzbank, Ph.D.
President and Director
Date: August 4, 2000 /s/ Samuel H. Ronel
----------------------
Samuel H. Ronel, Ph.D.
Chairman of the Board
Date: August __, 2000
----------------------
Sheldon Glashow, Ph.D.
Director
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
Exhibit
Number Exhibit Description
<S> <C>
5 Opinion of Duane, Morris & Heckscher LLP (to be filed by amendment).
23.1 Consent of KPMG LLP, as independent auditors for the Company.
23.2 Consent of Duane, Morris & Heckscher LLP (included in their opinion to be filed as
Exhibit 5).
24* Powers of Attorney (included in the Signature Page to this Registration Statement).
*Filed herewith.
</TABLE>
