Registration No. 333-27747
As filed with the Securities and Exchange Commission on May 21, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
TO FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
BIOPHARMACEUTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3186327
(State or other (I.R.S. Employer
jurisdiction of Identification Number)
incorporation or
organization)
990 Station Road
Bellport, NY 11713
(516) 286-5900
(Address, including zip code, and telephone number,
including are code, or registrant's principal executive offices)
1997 BIOPHARMACEUTICS, INC.
NON-QUALIFIED STOCK OPTION PLAN
(Full title of plan)
Edward Fine
President
Biopharmaceutics, Inc.
990 Station Road
Bellport, NY 11713
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Alfred V. Greco, P.C.
666 Fifth Avenue (14th Floor)
New York, NY 10103
(212) 246-6550
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
======================== ====================== ====================== ====================== ======================
Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered(1) Offering Price Per Aggregate Offering Registration Fee(3)
Registered Share(1) Price(1)
======================== ====================== ====================== ====================== ======================
<S> <C> <C> <C> <C>
Common Stock, par
value $.001 per
share(2)
720,000 $0.60 $432,000 $148,97
======================== ====================== ====================== ====================== ======================
<FN>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) The shares registered pursuant to this Registration Statement are
available for grant as of the date of this Registration Statement under
the Company's 1997 Non-Qualified Stock Option Plan and available for
issuance pursuant to certain stock option agreements the forms of which
are attached as exhibits to this Registration Statement.
(3) Pursuant to General Instruction E, the registration fee paid in
connection herewith is based on the maximum aggregate price at which
securities covered by this registration statement are Proposed to be
offered. This fee was previously paid with original filing.
</FN>
</TABLE>
<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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of New York, New York, on this day of May 29,1997.
BIOPHARMACEUTICS, INC.
By: /s/ Edward Fine
Edward Fine
Principal 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 Capacity in Which Signed Date
/s/ Edward Fine
Edward Fine Chairman of the Board, May 29, 1997
Chief Executive Officer and
Director (Principal
Executive Officer)
/s/ William Kugler
William Kugler Vice President, May 29, 1997
Chief Financial Officer
(Chief Financial Officer
and Principal Accounting
Officer)
/s/ Russell Cleveland
Russell Cleveland Director May 29, 1997
/s/ Jonathan Rosen
Jonathan Rosen Director May 29, 1997
/s/ Barry Weissberg
Barry Weissberg Director May 29, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Edward Fine and William Kugler as 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 any and all amendments (including post-effective amendments)
and supplements to this Registration Statement, and to file the same with the
Securities and Exchange Commission, granting until said attorneys-in-fact and
agent, 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 connection therewith,
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 substitute or substitutes, 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.
Signature Capacity in Which Signed Date
/s/ Edward Fine
Edward Fine Chairman of the Board, May 29, 1997
Chief Executive Officer and
Director (Principal
Executive Officer)
/s/ William Kugler
William Kugler Vice President, May 29, 1997
Chief Financial Officer
(Chief Financial
Officer and Principal
Accounting Officer)
/s/ Russell Cleveland
Russell Cleveland Director May 29, 1997
/s/ Jonathan Rosen
Jonathan Rosen Director May 29, 1997
/s/ Barry Weisberg
Barry Weissberg Director May 29, 1997
