AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 1, 1997
REGISTRATION NO. 33-50156
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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
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ADVANCED TISSUE SCIENCES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 14-1701513
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
10933 NORTH TORREY PINES ROAD
LA JOLLA, CALIFORNIA 92037
(Address of principal executive offices) (Zip code)
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ADVANCED TISSUE SCIENCES, INC.
1992 STOCK OPTION/STOCK ISSUANCE PLAN(1)
(Full title of the Plan)
------------------------
ARTHUR J. BENVENUTO
CHAIRMAN OF THE BOARD OF DIRECTORS
AND CHIEF EXECUTIVE OFFICER
ADVANCED TISSUE SCIENCES, INC.
10933 NORTH TORREY PINES ROAD, LA JOLLA, CALIFORNIA 92037
(Name and address of agent for service)
(619) 450-5730
(Telephone number, including area code, of agent for service)
--------------------
This Post-Effective Amendment No. 1 to the Registration Statement shall
hereafter become effective in accordance with the provisions of Section 8(c)
of the Securities Act of 1933.
- -------------------
(1) 1,630,410 shares of Common Stock issuable under the Registrant's
predecessor option plan were originally registered on Form S-8 (Registration
No. 33-39446) and transferred to the 1992 Stock Option/Stock Issuance Plan at
the time of its implementation, and the predecessor plan thereupon terminated.
An additional 2,750,000 shares were subsequently then registered under the
1992 Stock Option/Stock Issuance Plan (Registration Nos. 33-50156 and
33-82310). Any of those shares of Common Stock which remained unissued as of
the May 20, 1997 effective date of the Registrant's new 1997 Stock Incentive
Plan were transferred to the 1997 Stock Incentive Plan on such effective date
for subsequent issuance under that Plan, and the predecessor 1992 Stock
Option/Stock Issuance Plan thereupon terminated. No further option grants or
stock issuances will be made under the 1992 Plan.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
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Exhibit Number Exhibit
- --------------- -------
4 Instruments Defining Rights of Stockholders. Reference
is made to Registrant's Form 8-A dated January 6, 1995
which is incorporated herein by reference pursuant to
Item 3(c).
II-1.
<PAGE>
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 Post-Effective Amendment No. 1 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of La Jolla, State of California, on September 29, 1997.
ADVANCED TISSUE SCIENCES, INC.
By: /s/ Arthur J. Benvenuto
----------------------------
Arthur J. Benvenuto
Chairman of the Board of Directors
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment No. 1 to the Registration Statement has
been signed below by the following persons in the capacities and on the dates
indicated.
Signatures Title Date
- ---------- ----- ----
/s/ Arthur J. Benvenuto Chairman of the Board September 29, 1997
- ----------------------------- of Directors and Chief
Arthur J. Benvenuto Executive Officer
(Principal Executive
Officer)
/s/ Dr. Gail K. Naughton President, Chief September 29, 1997
- ----------------------------- Operating Officer
Dr. Gail K. Naughton and Director
/s/ Michael V. Swanson Vice President, Finance September 29, 1997
- ----------------------------- and Administration
Michael V. Swanson (Principal Financial
and Accounting Officer)
/s Jerome E. Groopman, M.D. Director September 29, 1997
- -----------------------------
Jerome E. Groopman, M.D.
/s/ Jack L. Heckel Director September 29, 1997
- -----------------------------
Jack L. Heckel
II-2.
<PAGE>
/s/ Dayton Ogden Director September 29, 1997
- -----------------------------
Dayton Ogden
/s/ Ronald L. Nelson Director September 29, 1997
- ----------------------------
Ronald L. Nelson
/s/ David S. Tappan, Jr. Director September 29, 1997
- ----------------------------
David S. Tappan, Jr.
/s/ Dr. Gail R. Wilensky Director September 29, 1997
- ----------------------------
Dr. Gail R. Wilensky
II-3.
<PAGE>
EXHIBIT INDEX
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Exhibit
Number Exhibit
- ------- -------
4 Instruments Defining Rights of Stockholders. Reference is made to
Registrant's Form 8-A dated January 6, 1995, which is incorporated
herein by reference pursuant to Item 3(c).
II-4.
