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File No. 333-_____
As filed with the Securities and Exchange Commission on June 25, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
BIOMATRIX, INC.
---------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-3058261
-------- ----------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
65 Railroad Avenue, Ridgefield, NJ 07657
------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Biomatrix, Inc. 1994 Stock Option Plan, as amended;
Biomatrix, Inc. 1997 Restricted Stock Plan
----------------------------------------------------
(Full Titles of the Plans)
Endre A. Balazs, M.D. Copy to: Justin P. Morreale, Esq.
Chief Executive Officer Bingham, Dana & Gould LLP
Biomatrix, Inc. 150 Federal Street
65 Railroad Avenue Boston, MA 02110
Ridgefield, NJ 07657 (617) 951-8000
- --------------------- -------------------------
(Name and Address of Agent For Service)
(201) 945-9550
--------------------------------
(Telephone Number, Including Area
Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Proposed Proposed
Title Of Maximum Maximum
Securities Amount Offering Aggregate Amount of
To Be To Be Price Per Offering Registration
Registered Registered Share* Price* Fee
- --------------------------------------------------------------------------------
Common Stock,
$0.0001
par value 1,500,000 $ * $ * $7,670.50
per share
* This estimate is made pursuant to Rule 457(h) solely for the purpose of
determining the registration fee. It is not known how many shares will be
purchased under the plans or at what price such shares will be purchased.
The above calculation is based on the offering of 1,500,00 shares at a
purchase price of $16.875 per share, which purchase price is the average
of the high and low prices of the Registrant's Common Stock as reported on
June 19, 1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, filed by Biomatrix, Inc. (the "Registrant")
with the Securities and Exchange Commission are hereby incorporated by
reference in this Registration Statement: (a) the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1996; (b) all other reports
filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended, since December 31, 1996; and (c) the description of the
Common Stock contained in the Registrant's registration statement, dated June
27, 1991, filed with the Securities and Exchange Commission under Section
12(g) of the Securities Exchange Act of 1934, as amended, including any
amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part thereof from the date
of filing such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
The validity of the shares of Common Stock registered hereby will be
passed upon for the Registrant by Bingham, Dana & Gould LLP, Boston
Massachusetts. Justin P. Morreale, a partner of Bingham, Dana & Gould LLP, is
a director and the Secretary of the Registrant. As of May 31, 1997, Mr.
Morreale beneficially owned 20,000 shares of the Registrant's Common Stock.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law empowers a
Delaware corporation to indemnify its officers and directors and certain
other persons to the extent and under the circumstances set forth therein.
2
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The Amended and Restated Certificate of Incorporation and the Amended
and Restated By-laws of the Registrant, each as amended to date, provide for
the indemnification of officers and directors of the Registrant and certain
other persons against expense, liability, and loss incurred by any such
person in certain stated proceedings and under certain stated conditions.
The Registrant may maintain insurance for the benefit of its
directors, officers, employees, agents and certain other persons, insuring
such persons against any expense, liability, or loss, including liability
under the securities laws.
Item 7. Exemption From Registration Claimed.
Not applicable
Item 8. Exhibits.
4.1 Amended and Restated Certificate of Incorporation of the Registrant.
(Incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1 (Registration No. 33-41424), filed
on June 27, 1991.)
4.2 Certificate of Amendment to the Amended and Restated Certificate of
Incorporation of the Registrant.
4.3 Amended and Restated By-laws of the Registrant. (Incorporated by
reference to Exhibit 3.5 to the Registrant's Registration Statement on
Form S-1 (Registration No. 33-41424), filed on June 27, 1991.)
4.4 Biomatrix, Inc. 1994 Stock Option Plan. (Incorporated by reference to
the copy of such Plan filed as an exhibit to the Registrant's Proxy
Statement filed pursuant to Rule 14a-6, dated June 7, 1994.)
4.5 Biomatrix, Inc. 1997 Restricted Stock Plan.
5 Opinion and Consent of Bingham, Dana & Gould LLP as to the legality of
the securities being registered.
23.1 Consent of Bingham, Dana & Gould LLP (included in Exhibit 5).
23.2 Consent of Coopers & Lybrand L.L.P.
24 Power of Attorney (included on the signature pages of this
Registration Statement).
3
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Item 9. Undertakings.
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 to include any
material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material
change to such information in this Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 that remain unsold at the
termination of the offering;
(4) 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 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in this 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; and
(5) 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
4
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expressed in the Securities Act of 1933
and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Ridgefield, State of
New Jersey, on this 25th day of June, 1997.
BIOMATRIX, INC.
By: /s/ Endre A. Balazs
------------------------------
Endre A. Balazs
Chief Executive Officer and
Chief Scientific Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Rory B.
Riggs, Justin P. Morreale, John J. Concannon III, and each of them severally,
acting alone and without the other, his or her true and lawful
attorney-in-fact with the authority to execute in the name of each such
person, and to file with the Securities and Exchange Commission, together
with any exhibits thereto and other documents therewith, any and all
amendments (including without limitation post-effective amendments) to this
Registration Statement on Form S-8 necessary or advisable to enable the
Registrant to comply with the Securities Act of 1933, as amended, and any
rules, regulations, and requirements of the Securities and Exchange
Commission in respect thereof, which amendments may make such other changes
in the Registration Statement as the aforesaid attorney-in-fact executing the
same deems appropriate.
5
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Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
Signature Title Date
- ---------- ----- ----
/s/ Endre A. Balazs Chief Executive Officer, June 25, 1997
- ------------------- Chief Scientific Officer,
Endre A. Balazs and Director
(principal executive officer)
/s/ Rory B. Riggs President and June 25, 1997
- ------------------- Chief Financial Officer
Rory B. Riggs (principal financial officer)
/s/ H. Stuart Campbell Chairman of the Board of June 25, 1997
- ---------------------- Directors
H. Stuart Campbell
/s/ Janet L. Denlinger Executive Vice President June 25, 1997
- ---------------------- and Director
Janet L. Denlinger
/s/ Kurt Mark Director June 23, 1997
- -------------------
Kurt Mark
/s/ Justin P. Morreale Secretary and Director June 25, 1997
- ----------------------
Justin P. Morreale
/s/ Julius A. Vida Director June 25, 1997
- --------------------
Julius A. Vida
6
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EXHIBIT INDEX
Exhibit No. Description of Documents
- ------------- -------------------------
4.1 Amended and Restated Certificate of Incorporation of
the Registrant. (Incorporated by reference to Exhibit
3.1 to the Registrant's Registration Statement on Form
S-1 (Registration No. 33-41424), filed on June 27, 1991.)
4.2 Certificate of Amendment to the Amended and Restated
Certificate of Incorporation of the Registrant.
4.3 Amended and Restated By-laws of the Registrant.
(Incorporated by reference to Exhibit 3.5 to the
Registrant's Registration Statement on Form S-1
(Registration No. 33-41424), filed on June 27, 1991.)
4.4 Biomatrix, Inc. 1994 Stock Option Plan. (Incorporated
by reference to the copy of such Plan filed as an
exhibit to the Registrant's Proxy Statement filed
pursuant to Rule 14a-6, dated June 7, 1994.)
4.5 Biomatrix, Inc. 1997 Restricted Stock Plan.
5 Opinion and Consent of Bingham, Dana & Gould LLP as to
the legality of the securities being registered.
23.1 Consent of Bingham, Dana & Gould LLP (included in Exhibit 5).
23.2 Consent of Coopers & Lybrand L.L.P.
24 Power of Attorney (included on the signature pages of
the Registration Statement).
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Exhibit 4.2
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
BIOMATRIX, INC.
Pursuant to Section 242 of the General Corporation Law
of the State of Delaware
BIOMATRIX, INC. (hereinafter the "Corporation"), a corporation organized
and existing under and by virtue of the General Corporation Law of the State
of Delaware does hereby certify as follows:
FIRST: That at a meeting of the Board of Directors of the Corporation a
resolution was duly adopted, pursuant to Sections 141 and 242 of the General
Corporation Law of the State of Delaware, setting forth an amendment to the
Amended and Restated Certificate of Incorporation of the Corporation to
increase the number of shares of the Corporation's common stock, par value
$.0001 per share, authorized for issuance by the Corporation from 20,000,000
to 60,000,000 shares, and declaring said amendment to be advisable, and
calling a meeting of the stockholders of the Corporation for consideration
thereof.
SECOND: That, thereafter, pursuant to resolution of the Board of
Directors, a meeting of the stockholders of the Corporation was duly called
and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware, at which meeting the necessary
number of shares as required by the General Corporation Law of the State of
Delaware voted in favor of the amendment to the Amended and Restated
Certificate of Incorporation of the Corporation.
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THIRD: That, upon filing of this Certificate of Amendment to the
Corporation's Amended and Restated Certificate of Incorporation, the first
sentence of Article FOURTH of the Amended and Restated Certificate of
Incorporation is deleted and the following is inserted in lieu thereof:
"FOURTH: The total number of shares of capital stock which the corporation
shall have authority to issue is as follows:
Without With
Class of Par Value Par Value Aggregate
Stock No. of Shares No. of Shares Par Value Amount
----- ------------- ------------- -------- ------
Preferred None 3,000 $0.01 $30.00
Common None 60,000,000 $0.0001 $6,000.00"
IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
affixed hereto and this Certificate of Amendment to be signed by its
Secretary this 18th day of June 1997.
/s/ Justin P. Morreale
----------------------
Justin P. Morreale, Secretary
<PAGE>
Exhibit 4.5
BIOMATRIX, INC.
1997 RESTRICTED STOCK PLAN
1. Purposes of the Plan.
The purposes of this 1997 Restricted Stock Plan of Biomatrix, Inc. (the
"Company") are to promote the interests of the Company and its stockholders
by strengthening the Company's ability to attract, motivate, and retain key
employees, directors, consultants and advisers of exceptional ability and to
provide a means to encourage stock ownership and a proprietary interest in
the Company to selected employees, directors, consultants and advisers of the
Company upon whose judgment, initiative, and efforts the financial success
and growth of the business of the Company largely depend.
2. Definitions.
(a) "Board" means the Board of Directors of the Company.
(b) "Committee" means the Compensation Committee of the Board or such
other committee of the Board as may be designated by the Board; provided,
that the Board may at any time or from time to time determine to assume any
or all of the functions of the Committee under the Plan or delegate any or
all functions of the Committee to any other committee of the Board, and in
such event, references herein to the "Committee" shall mean the Board acting
in such capacity.
(c) "Common Stock" means the authorized common stock, par value $0.0001
per share, of the Company.
(d) "Company" means Biomatrix, Inc.
(e) "Participant" means any key employee, director, consultant, adviser
or other person selected to receive a Restricted Stock Award pursuant to
Section 5 or any Permitted Transferee to whom Restricted Stock has been
transferred in accordance with Section 7(e).
(f) "Permitted Transferee" means any immediate family member of a person
to whom a Restricted Stock Award is been granted pursuant to Section 5 or a
trust maintained exclusively for the benefit of, or partnership all of the
interests in which are held by, one or more of such immediate family members.
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(g) "Plan" means this 1997 Restricted Stock Plan as set forth herein and
as amended and/or restated from time to time.
(h) "Restricted Stock Award" means the grant or purchase, at a price
determined by the Committee, of Common Stock which is nontransferable, except
in accordance with Section 7(e), and subject to forfeiture until conditions
of performance or continuing employment, directorship and/or consultancy,
specified by the Committee, are met.
(i) "Subsidiary" means any subsidiary corporation (as defined in Section
424 of the Internal Revenue Code) of the Company.
3. Shares of Common Stock Subject to the Plan.
(a) Subject to adjustment in accordance with the provisions of Section
3(c) and Section 6 of this Plan, the aggregate number of shares of Common
Stock that may be granted or sold pursuant to Restricted Stock Awards under
the Plan shall not exceed 500,000 shares.
(b) The shares of Common Stock to be delivered under the Plan will be
made available, at the discretion of the Committee, from authorized but
unissued shares of Common Stock and/or from previously issued shares of
Common Stock reacquired by the Company.
(c) If shares covered by Restricted Stock Awards are forfeited, such
number of shares will no longer be charged against the limitation provided in
Section 3(a) and may again be made subject to Restricted Stock Awards.
4. Administration of the Plan.
(a) The Plan will be governed by and interpreted and construed in
accordance with the internal laws of the State of Delaware (without reference
to principles of conflicts or choice of law). The captions of sections of
the Plan are for reference only and will not affect the interpretation or
construction of the Plan.
(b) The Plan will be administered by the Committee, which shall consist
of two or more persons. The Committee has and may exercise such powers and
authority of the Board as may be necessary or appropriate for the Committee
to carry out its functions as described in the Plan. The Committee shall
determine the persons to whom, and the time or times at which, Restricted
Stock Awards may be granted and the number of shares subject to each
Restricted Stock Award. The Committee also has authority (i) to interpret
the Plan, (ii) to determine the terms and provisions of Restricted Stock
Award agreements or instruments, and (iii) to make all other determinations
necessary
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or advisable for Plan administration. The Committee has authority to
prescribe, amend, and rescind rules and regulations relating to the Plan.
All interpretations, determinations, and actions by the Committee will be
final, conclusive, and binding upon all parties.
(c) No member of the Committee will be liable for any action taken or
determination made in good faith by the Committee or such member with respect
to the Plan or any Restricted Stock Award under it.
5. Terms and Conditions of Restricted Stock Awards.
(a) The Committee shall determine and designate from time to time those
persons who are to receive Restricted Stock Awards, and the number of shares
covered by each Restricted Stock Award. Each Restricted Stock Award will be
evidenced by a written agreement or instrument and may include any other
terms and conditions consistent with the Plan, as the Committee may determine.
(b) All shares of Common Stock subject to Restricted Stock Awards
granted or sold pursuant to the Plan may be issued or transferred for such
consideration (which may consist wholly of services) as the Committee may
determine, and will be subject to the following conditions:
(i) The shares may not be sold, transferred, or otherwise alienated or
hypothecated, except to the Company, until the conditions imposed pursuant to
subsection (c) of this Section 5 have been met or are removed, unless the
Committee determines otherwise in accordance with Section 7(e).
(ii) The Committee may provide in the agreement or instrument evidencing
the grant of a Restricted Stock Award that the certificates representing
shares subject to such Restricted Stock Award will be held in escrow by the
Company until the conditions imposed pursuant to subsection (c) of this
Section 5 have been met or are removed.
(iii) Each certificate representing shares subject to a Restricted
Stock Award granted or sold pursuant to the Plan will bear a legend making
appropriate reference to the restrictions imposed.
(iv) The Committee may impose other conditions on any shares subject to
Restricted Stock Awards granted or sold pursuant to the Plan as it may deem
advisable, including without limitation, restrictions under the Securities
Act of 1933, as amended, under the requirements of any stock exchange or
securities quotations system upon which such shares or
<PAGE>
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shares of the same class are then listed, and under any blue sky or other
securities laws applicable to such shares.
(c) Restricted Stock Awards shall be subject to forfeiture or repurchase
at their initial purchase price until such time or times, and/or upon the
achievement of such predetermined performance objectives, as shall be
determined by the Committee and set forth in the agreement or instrument
evidencing the Restricted Stock Award. In the event a holder of a Restricted
Stock Award ceases to be an employee, director and/or consultant, as
applicable, of the Company, all shares under the Restricted Stock Award that
remain subject to restrictions at the time his or her employment,
directorship and/or consulting relationship terminates will be returned to or
repurchased by the Company at their initial price unless the Committee
determines otherwise.
(d) Subject to the provisions of subparagraphs (b) and (c) above, the
holder will have all rights of a shareholder with respect to the shares
covered by Restricted Stock Awards granted or sold, including the right to
receive all dividends and other distributions paid or made with respect
thereto; provided, however, that the Committee may require that he or she
shall execute an irrevocable proxy or enter into a voting agreement with the
Company as determined by the Committee for the purpose of granting the
Company or its nominee the right to vote all shares that remain subject to
restrictions under this Section 5 in the same proportions (for and against)
as the outstanding voting shares of the Company that are not subject to such
restrictions are voted by the other shareholders of the Company on any
matter, unless the Committee determines otherwise.
6. Adjustment Provisions.
(a) All of the share numbers set forth in the Plan reflect the capital
structure of the Company at the time of the effectiveness of the Plan.
Subject to Section 6(b), if subsequent to such date the outstanding shares of
Common Stock of the Company are increased, decreased, or exchanged for a
different number or kind of shares or other securities, or if additional
shares or new or different shares or other securities are distributed with
respect to such shares of Common Stock or other securities, through merger,
consolidation, sale of all or substantially all the property of the Company,
reorganization, recapitalization, reclassification, stock dividend, stock
split, reverse stock split, or other distribution with respect to such shares
of Common Stock, or other securities, an appropriate and proportionate
adjustment shall be made in (i) the maximum numbers and kinds of shares
provided in Section 3 and (ii) the numbers and kinds of shares or other
securities subject to the then outstanding Restricted Stock Awards.
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(b) Adjustments under this Section 6 will be made by the Committee in
accordance with the terms of this Section 6. Any determination by the
Committee as to what adjustments will be made and the extent thereof, so as
to effectuate the intent of this Section 6, will be final, binding, and
conclusive. No fractional shares will be issued under the Plan on account of
any such adjustments.
7. General Provisions.
(a) Nothing in the Plan or in any instrument executed pursuant to the
Plan will confer upon any Participant any right to continue as an employee or
director of or as a consultant to the Company or any of its Subsidiaries or
affect the right of the Company or any Subsidiary to terminate the
employment, directorship and/or consultancy, as applicable, of any
Participant at any time, with or without cause.
(b) No shares of Common Stock will be issued or transferred pursuant to
a Restricted Stock Award unless and until all then applicable requirements
imposed by federal and state securities and other laws, rules and regulations
and by any regulatory agencies having jurisdiction, and by any stock
exchanges or securities quotations systems upon which the Common Stock may be
listed, have been fully met. As a condition precedent to the issuance of
shares pursuant to the grant of a Restricted Stock Award, the Company may
require the Participant to take any reasonable action to meet such
requirements.
(c) No Participant and no beneficiary or other person claiming under or
through such Participant will have any right, title, or interest in or to any
shares of Common Stock allocated or reserved under the Plan, except as to
such shares of Common Stock, if any, that have been issued or transferred to
such Participant.
(d) Except as set forth in paragraph (e) below, no right under the Plan,
contingent or otherwise, will be transferable or assignable or subject to any
encumbrance, pledge, or charge of any nature.
(e) The Committee may, upon the grant of a Restricted Stock Award or by
amendment to any written agreement or instrument evidencing such Restricted
Stock Award, provide that such Restricted Stock Award or the shares of Common
Stock to which such Restricted stock Award relates be transferable by the
person to whom such Restricted Stock Award was granted, without payment of
consideration, to a Permitted Transferee of such person; provided, however,
that no transfer of a Restricted Stock Award shall be valid unless first
approved by the Committee, acting in its sole discretion.
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(f) The written agreements or instruments evidencing Restricted Stock
Awards granted under the Plan may contain such other provisions as the
Committee may deem advisable.
8. Amendment and Termination.
(a) The Board shall have the power, in its discretion, to amend, modify,
suspend, or terminate the Plan at any time, subject to the rights of holders
of outstanding Restricted Stock Awards on the date of such action, and to the
approval of the stockholders of the Company if an amendment or modification
is required by applicable law or regulation.
(b) The Committee may, with the consent of a Participant, make such
modifications in the terms and conditions of a Restricted Stock Award held by
such Participant as it deems advisable.
(c) No amendment, suspension or termination of the Plan will, without
the consent of the Participant, alter, terminate, impair, or adversely affect
any right or obligation under any Restricted Stock Award previously granted
to such Participant under the Plan.
9. Effective Date of Plan and Duration of Plan.
The Plan became effective upon its adoption by the Board on February 17,
1997, subject to subsequent approval by the Company's stockholders. Unless
previously terminated, the Plan will terminate on February 16, 2007.
<PAGE>
Exhibit 5
Bingham, Dana & Gould LLP
150 Federal Street
Boston, MA 02110
Tel. 617-951-8000
Fax. 617-951-8736
June 25, 1997
Biomatrix, Inc.
65 Railroad Avenue
Ridgefield, New Jersey 07657
Dear Sir or Madam:
We have acted as counsel for Biomatrix, Inc., a Delaware corporation (the
"Company"), in connection with the Company's Registration Statement on Form S-8
proposed to be filed with the Securities and Exchange Commission on or about
June 25, 1997 (the "Registration Statement").
The Registration Statement covers the registration of 1,500,000 shares of
common stock, $0.0001 par value per share, of the Company (the "Shares"), which
may be issued by the Company upon the exercise of stock options, or pursuant to
restricted stock awards, granted or to be granted pursuant to the Company's 1994
Stock Option Plan, as amended (the "1994 Plan"), and 1997 Restricted Stock Plan
(the "1997 Plan" and, together with the 1994 Plan, the "Plans").
We have reviewed the corporate proceedings of the Company with respect to
the authorization of the Plans and the issuance of the Shares thereunder. We
have also examined and relied upon originals or copies, certified or otherwise
identified or authenticated to our satisfaction, of such agreements,
instruments, corporate records, certificates, and other documents as we have
deemed necessary or appropriate as a basis for the opinions hereinafter
expressed. In our examination, we have assumed the genuineness of all
signatures, the conformity to the originals of all documents reviewed by us as
copies, the authenticity and completeness of all original documents reviewed by
us in original or copy form, and the legal competence of each individual
executing any document.
<PAGE>
Biomatrix, Inc.
June 25, 1997
Page 2
We further assume that all Shares issued upon the exercise of options, or
pursuant to restricted stock awards, granted or to be granted pursuant to the
Plans will be issued in accordance with the applicable Plan and the terms of
such options or awards.
Subject to the limitations set forth below, we have made such examination
of law as we have deemed necessary for the purposes of this opinion. This
opinion is limited solely to the General Corporation Law of the State of
Delaware as applied by courts located in Delaware.
Based upon and subject to the foregoing, we are of the opinion that the
Shares, when issued and delivered as restricted stock awards pursuant to the
1997 Plan or upon the exercise of options duly granted pursuant to the 1994
Plan, in all cases against the payment of the purchase price or exercise price
therefor as provided in relevant Plan and the relevant grant or award, will be
validly issued, fully paid, and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ BINGHAM, DANA & GOULD LLP
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Biomatrix, Inc. on Form S-8 relating to the Biomatrix Inc. 1994 Stock Option
Plan, as amended and the Biomatrix Inc. 1997 Restricted Stock Plan of our
report dated March 7, 1997, on our audits of the consolidated financial
statements of Biomatrix, Inc. included in the Annual Report on Form 10-K of
Biomatrix for the year ended December 31, 1996.
/s/ Coopers & Lybrand L.L.P.
------------------------------
Coopers & Lybrand L.L.P.
Parsippany, New Jersey
June 25, 1997
