As filed with the Securities and Exchange Commission on November 13, 1998
Registration No. 33-95894
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
IMCLONE SYSTEMS INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 04-2834797
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
180 Varick Street
New York, New York 10014
(Address of Principal Executive Offices) (Zip Code)
ImClone Systems Incorporated 1986 Non-Qualified Stock Option Plan, As Amended
ImClone Systems Incorporated 1986 Incentive Stock Option Plan
Certain Warrants to Purchase Shares of Common Stock
(Full title of the plan)
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John B. Landes, Esq.
Vice President, Business Development and General Counsel
ImClone Systems Incorporated
180 Varick Street
New York, New York 10014
(Name and address of agent for service)
(212) 645-1405
(Telephone number, including area code, of agent for service)
Copy to:
Lawrence A. Darby III, Esq.
Kaye, Scholer, Fierman, Hays & Handler, LLP
425 Park Avenue
New York, New York 10022-3598
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<PAGE>
On August 24, 1995, ImClone Systems Incorporated (the "Company") filed a
registration statement on Form S-8 (Registration No. 33-95894) with the
Securities and Exchange Commission. The registration statement registered a
total of 4,090,220 shares of the Company=s Common Stock issuable under options
issued or issuable under the ImClone Systems Incorporated 1986 Incentive Stock
Option Plan, the ImClone Systems Incorporated 1986 Non-Qualified Stock Option
Plan, and under certain stand-alone warrants issued by the Company to certain
persons (the "Warrants").
The Company hereby requests that 751,500 of the shares that remain subject
to the Warrants be deregistered.
2
<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, State of New York, on the 13th day of
November, 1998.
IMCLONE SYSTEMS INCORPORATED
By:________________________________*_
Samuel D. Waksal
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
_________________________* Chairman of the Board November 13, 1998
Robert F. Goldhammer and Director
_________________________* President, Chief Executive November 13, 1998
Samuel D. Waksal Officer and Director
(Principal Executive Officer)
_________________________* Executive Vice President, Chief November 13, 1998
Harlan W. Waksal Operating Officer and Director
_________________________ Vice President of Finance and November 13, 1998
Carl Goldfischer Chief Financial Officer
(Principal Financial and
Accounting Officer)
_________________________* Director November 13, 1998
Jean Carvais
_________________________* Director November 13, 1998
Vincent T. DeVita, Jr.
_________________________* Director November 13, 1998
Paul B. Kopperl
_________________________ Director November 13, 1998
William R. Miller
_________________________ Director November 13, 1998
David M. Kies
_________________________ Director November 13, 1998
Richard Barth
_________________________ Director November 13, 1998
John Mendelsohn
* By: /s/ John B. Landes
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John B. Landes
Attorney-In-Fact
