As filed with the Securities and Exchange Commission on September 24, 1997
Registration No. 333-16909
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
POST-EFFECTIVE AMENDMENT NO. 1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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BIOMUNE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Nevada 87-0380088
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
David G. Derrick,
Chief Executive Officer
Biomune Systems, Inc.
2401 South Foothill Drive 2401 South Foothill Drive
Salt Lake City, Utah 84109-1405 Salt Lake City, Utah 84109-1405
(801) 466-3441 (801) 466-3441
(Address, including zip code, and (Name, address, including zip code,
telephone number, including and telephone number, including
area code, of registrant's principal area code, of agent for service)
executive offices)
Copies to: Kevin R. Pinegar, Esq.
N. Todd Leishman, Esq.
Durham, Evans, Jones & Pinegar, P.C.
50 South State Street, Suite 850
Salt Lake City, Utah 84144
(801) 320-6700
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
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 securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
This amendment is filed for the sole purpose of stating the total number
of shares of the Registrant's Common Stock covered by the Registration
Statement. The Registration Statement as originally filed by the Registrant
covered 8,613,841 as well as "an indeterminable number of additional shares of
the Registrant's Common Stock as may be issuable at the time of conversion
resulting from changes in the components of the conversion formula and the
adjustment provisions concerning the conversion of the Registrant's Series C
8% Cumulative Convertible Non-Voting Preferred Stock (the "Series C Shares"),
which securities are convertible into shares of the Registrant's Common Stock,
and which shares of Common Stock" were registered thereby. The Registrant and
the holder of the Series C Shares have agreed on the number of shares of
Common Stock to be issued upon conversion. The total of such shares of Common
Stock, which were registered as provided above, is 16,969,921 shares, issuable
upon conversion of such shares. The registration statement is therefore
amended to provide that the number of shares issuable upon conversion of the
Series C Shares.
<PAGE>
DATED September 24, 1997
PROSPECTUS
BIOMUNE SYSTEMS, INC.
23,058,508 Shares of
Common Stock,
$0.0001 par value per share
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This Prospectus relates to a total of 23,058,508 shares of Common Stock, $0.0001
par value per share (the "Common Stock"), of Biomune Systems, Inc., a Nevada
corporation (the "Company"), including (i) 16,969,921 shares issuable upon the
exercise by the holders of shares of the Company's Series C 8% Cumulative
Convertible Non-Voting Preferred Stock, $0.0001 par value per share (the
"Series C Preferred"), of the conversion right set forth in the Designation of
Rights and Preferences related to the Series C Preferred, as amended (the
"Series C Conversion Shares"); (ii) 5,300,588 shares of Common Stock issuable
upon the exercise by holders of certain outstanding options and warrants
issued pursuant to agreements that contain "piggyback" registration rights
(the "Contract Warrant Shares"); and (iii) 788,000 shares of Common Stock that
were issued as restricted shares of Common Stock pursuant to certain
agreements that contain "piggyback" registration rights (the "Contract
Restricted Shares"). The Series C Conversion Shares, the Contract Warrant
Shares and the Contract Restricted Shares are, collectively, referred to
herein as the "Shares." Each share of Series C Preferred may be converted at
the holder's option into the number of shares of the Company's Common Stock at
the rate of 5,130 shares of Common Stock for each share of Series C Preferred.
Notwithstanding the conversion provision regarding the Series C Preferred, a
holder thereof may not at any time hold shares of the Company's Common Stock
exceeding 4.9% of the total number of issued and outstanding shares of Common
Stock. As a result of uncertainty as to the Market Price and Conversion Factor
that may be applicable at the time of conversion and related adjustment
provisions concerning the conversion of the Series C Preferred, this
Prospectus also covers an indeterminable number of additional shares of the
Company's Common Stock. See "Description of the Company's Capital Stock",
below. Holders of the Series C Preferred must exercise their conversion right
thereunder prior to the sale of the Series C Conversion Shares offered hereby.
The Company will not receive any proceeds upon the conversion of shares of
Series C Preferred into Series C Conversion Shares or upon the sale of the
Series C Conversion Shares.
This Prospectus also relates to the offering from time to time of the Contract
Warrant Shares following the exercise of the underlying options and warrants by
the holders of certain options and warrants issued by the Company and of the
Contract Restricted Shares by the holders of certain shares of the Company's
restricted Common Stock. The restricted shares of Common Stock currently
underlying the Contract Restricted Shares were issued pursuant to exemptions
from registration under the Securities Act of 1933, as amended (the "1933 Act").
The Company will not receive any proceeds upon the sale of the Contract
Restricted Shares. The Company will, however, receive the exercise price of the
options and warrants underlying the Contract Warrant Shares upon the exercise
thereof, but will not receive any of the proceeds from the sale of the Contract
Warrant Shares. The exercise prices of the options and warrants that underlie
the Contract Warrant Shares range from $1.67 to $4.00 per share. The Company
will pay all costs and fees associated with the registration of the Shares under
federal and state securities laws and the preparation and delivery of this
Prospectus. No underwriting discounts or commissions are payable in connection
with the issuance of the Shares.
The date of this Prospectus is September 24, 1997
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An Investment in the Shares Offered Hereby Involves a High Degree of Risk.
See "Risk Factors" for a Discussion of Certain Factors that Should be
Considered by Prospective Investors.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The Company's Common Stock is traded on the NASDAQ SmallCap Market under
the symbol "BIME". On August 29, 1997, the average of the final bid and asked
prices for the Company's Common Stock as reported on the NASDAQ SmallCap Market
was $.625 per share.
The Shares may be sold from time to time directly by the holders thereof or
by pledges, donees, transferees or other successors-in-interest to such security
holders. Alternatively, the Shares may be offered from time to time by or
through brokers or dealers who may act solely as agents or who may acquire the
Shares as principals. The distribution of the Shares may be effected in one or
more transactions that may take place on the NASDAQ SmallCap Market, including
block trades, ordinary broker's transactions, privately-negotiated transactions
or through sales to one or more brokers or dealers for resale of such securities
as principals, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. Usual and
customary or specifically negotiated brokerage fees or commissions may be paid
in connection with such sales.
No dealer, salesman or other person or entity has been authorized to give
any information or to make any representations not contained in or incorporated
by reference in this Prospectus, and, if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or by any other person or entity. All information contained herein is as of the
date of this Prospectus except as otherwise indicated. Neither the delivery of
this Prospectus, nor any sale, distribution or resale made hereunder shall,
under any circumstances, create any implication that there has been no change in
the business or affairs of the Company or in the facts herein set forth since
the date hereof or since the date otherwise indicated.
Information contained herein is subject to completion or amendment. A
Registration Statement (as that term is defined below) relating to these
securities has been filed with the Securities and Exchange Commission (the
"Commission"). These securities may not be sold nor may offers to buy be
accepted prior to the time the Registration Statement becomes effective. This
Prospectus shall not constitute an offer to sell or the solicitation of an offer
to buy any security other than the Shares, nor shall this Prospectus constitute
an offer to or solicitation of any person or entity in any jurisdiction in which
such offer or solicitation cannot be lawfully made.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and in accordance therewith
files reports, proxy statements and other information with the Commission.
Reports, proxy statements and other information filed by the Company with the
Commission can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549. Copies of such material can be obtained from the
Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street,
N.W., Washington D.C. 20549 at prescribed rates. The Company's reports, proxy
statements and other information filed with the Commission may also be inspected
at the office of the National Association of Securities Dealers, Inc., 1733 K
Street, N.W., Washington, DC 20006, on whose NASDAQ System the Company's Common
Stock is listed for trading.
The Company has filed with the Commission a registration statement on Form
S-3 (together with all amendments and exhibits thereto) (collectively, the
"Registration Statement") under the 1933 Act. This Prospectus does not contain
all of the information set forth in the Registration Statement, certain parts of
which are omitted in accordance with the Rules and Regulations of the
Commission. For further information, reference is made to the Registration
Statement. Each summary in this Prospectus or information included in the
Registration Statement or any exhibit thereto is qualified in its entirety by
reference to such information or exhibit. The Registration Statement and the
exhibits thereto can be inspected and copied at the public reference facilities
of the Commission referenced above.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(1) The Annual Report on Form 10-K for the fiscal year ended September 30,
1996.
All documents subsequently filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act and prior to the
termination of this offering, shall be deemed to be incorporated by reference in
this Prospectus. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein,
or in any other subsequently filed document that also is or is deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will provide, without charge, to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of such person, a
copy of any or all of the documents that have been incorporated herein by
reference, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference therein). Requests for such copies should
be directed to: Michael G. Acton, Chief Financial Officer, Biomune Systems,
Inc., 2401 South Foothill Drive, Salt Lake City, Utah 84109-1405, telephone
number (801) 466- 3441.
<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 Amendment No. 1
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Salt Lake City, State of Utah, on the 24th day
of September, 1997.
BIOMUNE SYSTEMS, INC.
(Registrant)
By: /s/ David G. Derrick
David G. Derrick
Its: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
/s/ David G. Derrick Chief Executive Officer and September 24, 1997
David G. Derrick Chairman of the Board of
Directors (Principal
Executive Officer)
/s/ James J. Dalton* Vice Chairman of the Board September 24, 1997
James J. Dalton
/s/ Milton G. Adair* President and Director September 24, 1997
Milton G. Adair
/s/ Michael G. Acton Chief Financial Officer and September 24, 1997
Michael G. Acton Controller (Principal Financial
and Accounting Officer)
/s/ Aaron Gold* Director September 24, 1997
Aaron Gold
/s/ Charles J. Quantz* Director September 24, 1997
Charles J. Quantz
/s/ Thomas Q. Garvey III* Director September 24, 1997
Thomas Q. Garvey III
/s/ Christopher D. Illick* Director September 24, 1997
Christopher D. Illick
* by: /s/ David G. Derrick
pursuant to power of attorney
dated November 26, 1996
