<PAGE>
As filed with the Securities and Exchange Commission via the EDGAR system on
January 5, 1996
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
U.S. Bioscience, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 23-2460100
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
One Tower Bridge
100 Front Street
West Conshohocken, PA 19428
(610) 832-0570
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
-----------------------
DR. PHILIP S. SCHEIN
Chief Executive Officer
U.S. Bioscience, Inc.
One Tower Bridge
100 Front Street
West Conshohocken, PA 19428
(610) 832-0570
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-----------------------
Copies to:
Alan H. Molod, Esquire
Wolf, Block, Schorr and Solis-Cohen
Twelfth Floor Packard Building
S.E. Corner 15th & Chestnut Streets
Philadelphia, PA 19102
-----------------------
Approximate date of commencement of the proposed sale to the public: From
time to time after this Registration Statement becomes effective.
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]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is filed as a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
-----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Each Class of to be Offering Price Aggregate Registration
Securities to be Registered Registered Per Share(1) Offering Price(1) Fee
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.005 per share, and
Preferred Stock Purchase Rights(2) 8,142,578 $4.78125 $38,931,701 $13,425
==================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee, on
the basis of the average of the high and low prices of the Company's Common
Stock on the American Stock Exchange on December 29, 1995. The Company will not
receive any of the proceeds of the offering.
(2) The Preferred Stock Purchase Rights currently trade with the Common Stock
and are not currently exercisable.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
================================================================================
<PAGE>
SUBJECT TO COMPLETION, DATED JANUARY 5, 1996
PROSPECTUS
8,142,578 Shares
U.S. BIOSCIENCE, INC.
Common Stock
($0.005 par value)
All of the shares of Common Stock, par value $.005 per share ("Common
Stock"), of U.S. Bioscience, Inc. (the "Company") offered hereby (the
"Shares") will be sold from time to time by certain stockholders (the
"Selling Stockholders") of the Company. The Shares include (1) 1,120,112
Shares of Common Stock issued to two of the Selling Stockholders pursuant to
the Company's December 1995 private placement (the "Private Placement"), and
(2) up to 7,022,466 Shares issuable upon the conversion of the Convertible
Notes due December 6, 1998 (the "Notes") issued by the Company in the
Private Placement or Shares that may be, at the option of the Company,
issued by the Company in payment of interest on the Notes. The Company will
not receive any of the proceeds from the sale of the Shares offered hereby.
All brokerage commissions and other similar expenses incurred by the Selling
Stockholders will be borne by such Selling Stockholders. Other expenses of
the offering, estimated at $60,000, will be borne by the Company.
The sale of the Shares by the Selling Stockholders may be effected
from time to time in one or more transactions (which may involve block
transactions) on the American Stock Exchange (the "AMEX") or in the over-
the-counter market, in negotiated transactions or by a combination of such
methods of sale, at fixed prices, at market prices prevailing at the time of
the sale, at prices related to the prevailing market prices or at negotiated
prices. The Selling Stockholders may effect such transactions with or
through one or more broker-dealers, which may act as agent or principal. The
Selling Stockholder and/or any broker-dealer affecting the sales may be
deemed to be an "underwriter" within the meaning of Section 2(11) of the
Securities Act of 1933, and any commissions received by the broker-dealer
and any profit on the resale of shares as principal may be deemed to be
underwriting discounts and commissions under such Act. The Selling
Stockholders may transfer their Shares or their Notes to other persons who
may, in turn, resell Shares in the manner described above. Additionally, the
Selling Stockholders may pledge or make gifts of their Shares and the Shares
may also be sold by the pledgees or transferees. The Selling Stockholders
may also transfer their Shares pursuant to Rule 144 under the Securities Act
of 1933, whether or not the Registration Statement of which this Prospectus
forms a part is effective at the time of any such transfer.
The Common Stock is traded on the American Stock Exchange under the
symbol UBS. On January 2, 1996, the last reported sale price of the Common
Stock on the AMEX was $5.0625 per share.
----------------------------------------
For information relating to certain risk factors relating to the
Common Stock, see "Risk Factors" on page 5 of the Prospectus.
----------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR ANY SUPPLEMENT
HERETO. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------------------------------
The date of this Prospectus is _______, 1996
<PAGE>
AVAILABLE INFORMATION
U.S. Bioscience, Inc. (the "Company") is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange
Commission (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
450 Fifth Street N.W., Room 1024, Washington, D.C. 20549 and at the
Commission's regional offices located at Seven World Trade Center, 13th
Floor, New York, New York 10048, and 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such materials can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street N.W., Room
1024, Washington, D.C. 20549, at prescribed rates. In addition, such
materials can be inspected at the offices of the AMEX, 86 Trinity Place,
New York, New York 10005, on which the Company's Common Stock is listed.
The Company has filed with the Commission a Registration Statement on
Form S-3 under the Securities Act with respect to the securities offered
hereby, of which this Prospectus is a part. This Prospectus does not
contain all of the information set forth in the Registration Statement,
certain parts of which have been omitted in accordance with the rules and
regulations of the Commission. For further information with respect to the
Company and the securities offered hereby, reference is made to the
Registration Statement, including the exhibits filed as part thereof or
otherwise incorporated therein. Copies of the Registration Statement and
the exhibits may be inspected, without charge, at the offices of the
Commission, or obtained at prescribed rates from the Public Reference
Section of the Commission and the AMEX at their respective addresses set
forth above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents other than Financial Data Schedules, which
have been filed by the Company with the Commission, are incorporated by
reference in this Prospectus:
(i) the Annual Report on Form 10-K (including the portions of the
Company's definitive proxy statement for the 1995 Annual
Meeting of Shareholders incorporated by reference therein) for
the fiscal year ended December 31, 1994;
(ii) the Quarterly Reports on Form 10-Q for the quarters ended March
31, 1995, June 30, 1995 and September 30, 1995;
(iii) the Current Report on Form 8-K dated June 7, 1995 and Amendment
No. 1 on Form 8-K/A to Current Report on Form 8-K, dated July
20, 1995; and
(iv) the Current Report on Form 8-K dated December 28, 1995.
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of the offering described herein shall be
deemed to be incorporated by reference into this Prospectus and to be a
part
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<PAGE>
hereof from the date of filing of such documents, except Financial Data
Schedules and except as to any portion of such document which is not deemed
to be filed under such sections.
Any statement contained herein or 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 in this Prospectus or in any subsequently filed
document which 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. All information appearing in this
Prospectus is qualified in its entirety by the information and financial
statements (including notes thereto) appearing in the documents
incorporated herein by reference, except to the extent set forth in the
immediately preceding statement.
The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, on the written or oral request of such
person, a copy of any or all documents incorporated by reference into this
Prospectus except the exhibits to such documents (unless such exhibits are
specifically incorporated by reference in such documents). Requests for
such copies should be directed to the Company at One Tower Bridge, 100
Front Street, West Conshohocken, PA 19428; telephone number (610) 832-0570,
Attention: Corporate Secretary.
3
<PAGE>
- --------------------------------------------------------------------------------
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more
detailed information and financial statements and notes thereto
incorporated by reference into or appearing elsewhere in this Prospectus.
The Company
The Company was incorporated in Delaware on May 7, 1987. It is a
pharmaceutical firm established to develop and market drugs, principally
drugs for treating patients with cancer and allied diseases such as AIDS.
The objective of the Company is to become an important participant in the
worldwide oncologic market. To achieve this objective, the Company's
strategy to date has been to identify and acquire licenses (in most
instances exclusive) in the United States and certain other markets, for
therapeutic agents that the Company believes may have potentially
significant commercial and clinical value in the treatment of cancer and
allied diseases. The Company's primary emphasis has been on "late-stage"
drugs, which are drugs having an established preclinical or clinical
database and for which development by the Company will consist largely of
further preclinical testing, clinical trials and the preparation of
applications for regulatory approval. By acquiring rights to drugs that
have undergone some degree of development and for which preclinical and
clinical information exist, the Company believes that it will be able to
reduce the cost, risks and time involved in bringing drugs to market. Three
of the Company's drugs have been approved for sale in the United States by
the United States Food and Drug Administration ("FDA") and for sale in
various countries outside of the United States. The Company's long term
strategy focuses on the commercialization of its approved drugs and on the
commercialization, research and development of additional pharmaceutical
agents, including anticancer agents, currently in various stages of
development.
The Company's address is One Tower Bridge, 100 Front Street, West
Conshohocken, PA 19428 and its phone number is (610) 832-0570.
Common Stock Outstanding
<TABLE>
<S> <C>
Common Stock currently outstanding..... 42,093,890 shares(1)
AMEX symbol............................ UBS
</TABLE>
---------
(1) Includes 1,120,112 Shares included in this offering. Excludes the
7,022,466 Shares covered by this Prospectus which may be issued
on conversion of the Notes or upon payment of interest on the
Notes. Also excludes 6,049,180 shares issuable upon exercise of
outstanding stock options and warrants. As of December 31, 1995,
stock options and warrants to purchase 2,361,724 shares and
1,096,505 shares, respectively, were exercisable, at prices
ranging from $2.3125 to $15.10; if all such options and warrants
were exercised, and the 7,022,466 Shares issuable pursuant to the
Notes were issued, there would be outstanding after this offering
a total of 52,574,585 shares.
- --------------------------------------------------------------------------------
4
<PAGE>
RISK FACTORS
The following factors should be considered carefully in evaluating an
investment in the Shares offered by this Prospectus.
Development Stage Company. The Company is a development stage
company. Since its inception the Company has been engaged in organizational
activities, in the research and development of its drugs and in the
marketing of two of its drugs. The Company received U.S. regulatory
approval for marketing Hexalen(R) (altretamine), a drug for the treatment
of advanced ovarian cancer, in December 1990, for marketing NeuTrexin(R)
(trimetrexate glucuronate for injection), a drug for the treatment of
Pneumocystis carinii pneumonia ("PCP"), in December 1993 and for marketing
Ethyol(R) (amifostine), a selective cytoprotective agent for reducing
cumulative renal toxicity associated with repeated administration of
cisplatin in patients with advanced ovarian cancer, in December 1995. Sales
of Hexalen and NeuTrexin to date have been modest.
The Company expects that Ethyol will be launched in the United States
in early 1996. U.S. Ethyol distribution and marketing rights were granted
to ALZA Corporation ("ALZA") by an agreement dated December 12, 1995, as a
part of a revised commercialization strategy of the Company. Under the
terms of such agreement, ALZA has exclusive rights to market Ethyol in the
United States for five years and will be responsible for sales and
marketing; the Company's sales force will co-promote the product with ALZA.
After the five year period, which ALZA has an option to extend for one
year, marketing and distribution rights to Ethyol will revert to the
Company and ALZA will receive payments for ten years based on sales of the
product. There can be no assurance that sales of NeuTrexin, Hexalen or
Ethyol will have a material impact on the Company's financial performance.
The Company's operations are subject to numerous competitive and other
risks associated with the establishment and development of a new business.
Need for Additional Funds. The funds raised in the Private Placement
and the distribution fees from ALZA are providing the Company with
approximately $39 million in working capital, which the Company believes
will be sufficient to cover operating expenses at current levels for the
foreseeable future. The Company is hopeful that its products will, in the
near future, generate sufficient sales to provide meaningful cash
resources, although no assurance can be given that they will do so. The
Company is also hopeful that the Company will in the future receive further
regulatory approvals and that such approvals will increase sales. However,
no assurance can be given that further regulatory approvals will be
obtained in a timely manner, if ever, or that the Company will have
adequate financial resources to commercialize its products when approved or
that product sales will be sufficient to cover operating expenses. Although
the Company will from time to time explore additional sources of financing,
there can be no assurance that the Company will be successful in obtaining
such financing.
The Company's future liquidity and capital requirements are dependent
upon several factors, including, but not limited to, its success in
generating significant revenues from sales; the performance of its
sublicensees and distributors under sublicense and distribution
arrangements for sales of its products; the time and cost required to
manufacture and market its products; the time and cost required to obtain
regulatory approvals, including expanded labelling for its products which
are already commercially available; obtaining the rights to additional
commercially viable compounds; competitive technological developments;
additional governmental-imposed regulation and control; and changes in
healthcare systems which affect reimbursement, pricing or availability of
drugs and market acceptance of drugs. The above factors may also affect
realization of certain assets currently held by the Company, principally
investments in plant, equipment and inventory.
Absence of Operating Profits; Uncertainty of Future Financial
Results. The Company has been unprofitable since its inception and expects
to incur additional operating losses until such time as substantial sales
are realized and further regulatory approvals are obtained, although the
distribution fees from ALZA Corporation could bring the Company to a
breakeven position for 1995. The Company's losses may increase as the
Company continues its
5
<PAGE>
commercialization, research and development activities, and such losses may
fluctuate from quarter to quarter. There can be no assurance that the
Company will ever achieve significant revenues or profitable operations.
For the period from May 7, 1987 (inception) through September 30, 1995, the
Company had an accumulated deficit of $117,209,400.
Technological and Market Uncertainty. Although Hexalen, NeuTrexin and
Ethyol have been approved for marketing by the FDA, the other drugs and
related therapies currently in the Company's portfolio, and continued
efforts to expand the labeling for its approved products, will require
varying degrees of research and development, including clinical testing,
prior to their commercialization. There can be no assurance that the
Company's research and development efforts will be successful or that its
drugs and related therapies will be proven to be safe and effective in
clinical trials. As of July 15, 1995, the Company has discontinued its
clinical development of the drug rogletimide and terminated its license
agreement for rogletimide with British Technology Group Limited. Moreover,
even if the Company's drugs and related therapies are approved for sale by
the appropriate regulatory authority, there can be no assurance that these
drugs and related therapies will be commercially successful. The Company
may encounter unanticipated problems relating to development,
manufacturing, distribution and marketing, some of which may be beyond the
Company's ability to solve. The failure to address adequately such problems
could have a material adverse effect on the Company's business and
prospects. Finally, there can be no assurance that the Company's products
will not be rendered obsolete by competitors' products.
Government Regulations. Prior to marketing in the United States, each
of the Company's drugs must undergo an extensive regulatory approval
process conducted by the FDA and, prior to marketing in other countries, by
comparable agencies in such countries. This process, which includes a
review of pre-clinical and clinical testing and confirmation by the FDA
that good laboratory and clinical practices were maintained during testing,
can take many years and require the expenditure of substantial resources.
The Company is dependent on the laboratories and medical institutions
conducting its pre-clinical and clinical testing to maintain both good
laboratory and good clinical practices established by the FDA. Data
obtained from pre-clinical and clinical testing are subject to varying
interpretations which could delay, limit or prevent regulatory approval. In
addition, delays or rejections may be encountered based upon changes in FDA
or foreign regulatory authority policies for drug approval during the
period of development and regulatory review of each submitted product.
There can be no assurance that even after such time and expenditures
regulatory approval will be obtained from any of the Company's drugs
currently under investigation. Moreover, such approval may entail
limitations on the indicated uses for which a drug may be marketed.
Further, even if such regulatory approval is obtained, a marketed
therapeutic product and its manufacturer are subject to continual review,
and late discovery of previously unknown problems with a product or
manufacturer may result in restrictions on such product or manufacturer,
including withdrawal of such products from the market. Changes in the
manufacturers used by the Company for any of the Company's approved drugs
are subject to FDA review, which could have an adverse effect upon the
Company's ability to continue the commercialization of that drug.
Changes in Health Care. The health care system in the United States
is undergoing changes which may result in significant changes in the
availability, delivery, pricing and payment and market acceptance for
health care products and services, including the Company's products.
Various state agencies also have undertaken or are considering significant
health care reform initiatives. Although it is not possible to predict the
exact manner and the extent to which the Company will be affected by such
changes, it is likely that the Company will be affected in some fashion,
and that legislative, administrative and market initiatives might have a
material and adverse effect on the Company.
Nature of License Agreements. The Company has contractual rights to
market drugs through various licensing agreements which are terminable for
cause upon short notice. There can be no assurance that such agreements
will not be so terminated and, if so terminated, that the Company will be
able to enter into similar agreements on terms as favorable to the Company
as those contained in its current licensing agreements. Further,
6
<PAGE>
there can be no assurance that the Company will be able to enter into
similar agreements for additional products in the future. Most of the
license agreements that the Company has entered into are exclusive
arrangements, although with regard to one of its drugs, PALA Disodium Salt,
one of the Company's licenses for the United States is non-exclusive and
therefore its value may be limited.
Limited Proprietary and Contractual Rights. A number of drugs of the
Company have limited time remaining on their United States patent
applications. Three of the Company's drugs have been granted orphan drug
status for specific indications. The Company has been granted a U.S. Patent
on a method of manufacturing Ethyol and the resulting thermally stable,
sterile, crystalline Ethyol. A continuation patent application is pending
in the U.S. which claims crystalline forms of Ethyol independent of the
process by which they are made. Counterpart foreign applications are also
pending. There can be no assurance that patents will issue from this
continuation application or any of the foreign counterpart applications.
There can be no assurance that the Company will ever develop proprietary
drugs that are patentable, that any issued patents will provide the Company
with any competitive advantages or will not be challenged by any third
parties, or that the patents of others will not have an adverse effect on
the ability of the Company to do business. Furthermore, there can be no
assurance that others will not independently develop similar drugs and
related therapies, duplicate any of the Company's drugs or, if patents are
issued to the Company, design around the patented aspects of any drugs
developed or licensed by the Company. Similar considerations apply with
respect to patents in foreign countries.
The Company relies on secrecy to protect technology where patent
protection is not believed to be appropriate or obtainable. The Company has
entered into confidentiality agreements with certain of its employees, as
well as certain of its consultants, licensors, licensees and distributors.
However, there can be no assurance that secrecy obligations will be honored
or that others will not independently develop similar or superior
technologies. If the Company is unable to maintain the proprietary nature
of its drugs, the Company's financial condition and results of operations
could be adversely affected.
Doing Business Abroad. The Company conducts business with respect to
certain of its drugs through operations in Western Europe and has
established its European office through its United Kingdom subsidiary and
in 1993 purchased a manufacturing facility in Nijmegen, The Netherlands. No
assurance can be given, however, that the Company will be able to
successfully establish these or any other foreign operations. In addition,
the Company has entered into arrangements with other entities for
development and marketing of its drugs in foreign countries. There can be
no assurance that necessary foreign regulatory approvals for the products
under pending applications will be obtained or that the marketing of
products pursuant to such arrangements will be commercially successful. In
addition, the Company's retention of certain of its foreign rights is
dependent upon the ability of the Company to meet certain minimum sales
requirements for drugs covered by such rights. There is no assurance that
such requirements will be met.
Doing business in foreign countries involves certain risks not
ordinarily associated with doing business domestically. Such risks include
the possible imposition of exchange controls or other governmental laws or
restrictions. These could adversely affect the Company's ability to develop
and market drugs in a particular country. In addition, since marketing in
foreign countries generally will involve currencies other than the U.S.
dollar, changes in foreign currency exchange rates may adversely affect the
prices, and therefore the sales, of the Company's drugs, as well as the
Company's results of operations and financial position. The Company might
also have greater difficulty enforcing its rights in foreign courts than in
courts in the United States.
Dependence on Third Parties for Manufacturing. In 1993 the Company
purchased a small volume parenteral (SVP) manufacturing facility in
Nijmegen, The Netherlands, to manufacture the Company's injectable drug
products. The facility received regulatory approval from the Dutch
regulatory authority in June 1994 to manufacture the Company's products for
distribution in the European Community, and the facility was approved by
the FDA to manufacture NeuTrexin for the U.S. market in May 1995. The
Company manufactures its finished
7
<PAGE>
products Ethyol and NeuTrexin for European distribution, and NeuTrexin for
United States distribution, in the Nijmegen facility. The use of the plant
for the manufacture of Ethyol for the United States market, however, is
subject to Food and Drug Administration regulatory approval which has not
been received and there can be no assurance that such approval will be
received. Additionally the plant's economic benefit to the Company at the
present time is dependent on significant plant capacity being filled by
third party contract manufacturing work. Currently two pharmaceutical
companies contract to have products made in this facility. There can be no
assurance that contract manufacturing for third parties at the Company's
Nijmegen manufacturing facility will bring meaningful revenue to the
Company.
Even if the Nijmegen plant is approved for the manufacture of Ethyol
for the United States market, the Company will still rely on outside
manufacturers for drug substance and, to some degree, for drug products. In
the event that the Company is unable to obtain or retain such outside
manufacturing, it may not be able to commercialize its drugs as planned.
The manufacture of the Company's drugs will be subject to then current Good
Manufacturing Practices ("GMP") prescribed by the FDA or other standards
prescribed by the appropriate regulatory agency in the country of use. The
Company has contracted for the manufacture of Hexalen and U.S. market
supplies of Ethyol from third parties for commercial sale and FddA for
clinical trials. The Company believes that its drugs are manufactured in
conformity with GMP or other regulatory standards affecting manufacturing
in each country of use. There can be no assurance that the Company will be
able to enter into agreements for its other products under development with
manufacturers or that any such manufacturer will continue to comply with
such standards. The Company will be dependent on such manufacturers for
continued compliance with GMP standards. The Company's dependence upon
third parties for the manufacture of its drugs may adversely affect future
profit margins, if any, on the sale of its drugs and the Company's ability
to develop and deliver products on a timely and competitive basis.
Competition. The Company is engaged in a business that is highly
competitive. Competitors include pharmaceutical companies with recognized,
well established cancer therapies and therapies for PCP and biotechnology
firms with competing therapies. Many of these companies have substantially
greater financial, technical, manufacturing, marketing and other resources
than the Company and may be better equipped than the Company to develop,
market and manufacture these therapies. No assurance can be given that
drugs developed by the Company will be able to compete against therapies
already established in the marketplace or against therapies which may
result from advances in biotechnology or other forms of therapy that may
render the Company's drugs less competitive or obsolete. In addition, many
such companies have extensive experience in undertaking pre-clinical
testing and clinical trials and obtaining FDA and other regulatory
approvals.
Third Party Payors. The Company's initial strategy has been to
accelerate the regulatory review process by concentrating on attempting to
obtain regulatory approval of its therapies for particular types of cancer
("indications"). Although physicians may prescribe FDA-approved therapies
for indications other than those approved by the FDA, it is the policy of
many third-party payors, such as government and private insurance plans,
with certain exceptions, not to reimburse payments for therapies for non-
approved indications. Therefore, there can be no assurance that such policy
will not have an adverse effect on the number of prescriptions written for
the Company's drugs or the number of pharmacists willing to stock the
Company's products.
Product Liability Insurance. The Company's therapies may be
carcinogenic or toxic. The testing and sale of human health care products
by the Company entails an inherent risk that product liability claims may
be asserted against the Company. The Company currently carries product
liability coverage in the aggregate amount of $5,000,000 per policy year.
The Company believes such coverage is commercially reasonable in light of
its current operations, although there can be no assurance that such
coverage will ultimately be adequate. As the Company expands the scope of
its clinical testing and marketing of its products, the Company will be
exposed to far greater potential liabilities. The pharmaceutical industry
has experienced difficulty in maintaining product liability insurance
coverage at reasonable levels, and substantial increases in insurance
premium costs may render coverage
8
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economically impractical. Although the Company will seek to carry
reasonable levels of product liability insurance, it is not certain that
such coverage can be obtained on reasonable terms or, if obtained, that
such amounts ultimately will prove adequate or that such coverage will be
renewable for any period. If any product liability claim against the
Company were sustained, the Company's business and future prospects could
be materially adversely affected.
Possible Volatility of Securities Prices. There has been significant
volatility in the market price of securities of the Company and in the
securities of other similar companies. Various factors and events,
including without limitation, announcements by the Company or its
competitors, new product developments, governmental approvals, regulations
or actions, possible health care reform, developments or disputes relating
to patents or proprietary rights and public concern over the safety of
therapies all contribute to volatility and may have a significant impact on
the Company's business and on the market price of the Common Stock.
Dividend Policy. The Company has paid no dividends on its Common
Stock to date. The payment of cash dividends on the Common Stock is
unlikely for the foreseeable future.
9
<PAGE>
RECENT EVENTS
The Private Placement was consummated in December 1995. Pursuant to
the Private Placement the Company (1) sold a total of 1,120,112 Shares to
two of the three Selling Stockholders, for an aggregate purchase price of
$3.5 million, and (2) issued the $16.5 million of Notes to the three
Selling Stockholders for an aggregate purchase price of $16.5 million, for
a total financing of $20 million. The Notes are payable on December 6, 1998
and bear interest at the rate of 4% per annum. One-third of the $16.5
million principal amount of the Notes becomes convertible 15 days after the
date of this Prospectus, another one-third of the principal amount becomes
convertible 45 days after the Prospectus date and the final one-third
becomes convertible 65 days after the Prospectus date. The conversion price
is 82.5% of the average market price for the Common Stock for the five
consecutive trading days ending one trading day prior to the date that the
conversion notice is received by the Company. The Company has the right to
prepay the Notes upon payment of a 21.21% premium. The Company also has the
right to require the investors to convert the Notes, which right the
Company can exercise at any time or from time to time starting 65 days
after the Prospectus date. The net proceeds of the Private Placement were
added to the Company's working capital. See "Selling Stockholders" for
additional information about the Notes.
SELLING STOCKHOLDERS
The following table lists, for each Selling Stockholder, (i) the
Selling Stockholder's name, (ii) the number of Shares purchased in the
Private Placement and owned immediately prior to the offering described
herein, and (iii) the maximum number of Shares that can be acquired
pursuant to the Notes. All of such Shares are covered for resale by this
Prospectus. None of the Selling Stockholders had any affiliation with the
Company prior to the Private Placement.
<TABLE>
<CAPTION>
Maximum
Number of Number of Shares
Shares Owned to be Acquired
Names of Selling Stockholders(1) Prior to Offering(2) Pursuant to Notes(3)(4)
--------------------------------- -------------------- -----------------------
<S> <C> <C>
GFL Advantage Fund Limited 640,064 2,979,228
GFL Performance Fund Limited 480,048 1,489,614
Genesee Fund Limited - Portfolio B 0 2,553,624
--------- ---------
1,120,112 7,022,466
========= =========
</TABLE>
- -------------------
(1) The three Selling Stockholders have a common investment advisor.
(2) Does not include Shares issuable upon conversion of the Notes. $11
million of the Notes are convertible into Shares within 60 days of
the date of this Prospectus and all of the Notes are convertible into
Shares within 65 days of the date of this Prospectus.
(3) The Selling Stockholders can receive Shares through conversion of
their Notes or through payment by the Company of interest on the
Notes in Shares, valued at the current market price
10
<PAGE>
at the time of the interest payment, at the Company's option. The
conversion price is 82.5% of the average market price for the Common
Stock for the five consecutive trading days ending one trading day
prior to the date that the conversion notice is received by the
Company. By agreement with the Selling Stockholders, the maximum
number of Shares which the Selling Stockholders may receive pursuant
to the Notes is 7,022,466 Shares. The number of Shares set forth in
this column assumes that Shares received by Selling Stockholders
pursuant to the Notes are received by them pro rata in proportion to
the amount of their respective Notes. However, Shares issued upon
conversion of the Notes will be issued on a first exercised, first
issued basis, so that one Selling Stockholder could under certain
circumstances receive the full 7,022,466 Shares and the others would
receive none. If any Selling Stockholder is unable to convert all or
any part of its Note because the maximum number of Shares to be
issued pursuant to the Notes has been issued, such Selling
Stockholder will be entitled to have the amount of its unconverted
Note paid in full in cash together with a 21.21% premium.
(4) If the Selling Stockholders were to receive all of the 7,022,466
Shares that could be issued pursuant to the Notes, they would own in
the aggregate 16.6% of the shares of Common Stock of the Company
outstanding as of the present time, including the 1,120,112 Shares
that they currently own. However, the Selling Stockholders have
agreed with the Company that they will not own in the aggregate more
than 4.9% of the Company's outstanding Common Stock at any time.
PLAN OF DISTRIBUTION
The sale of the Shares by the Selling Stockholders may be effected
from time to time in one or more transactions (which may involve block
transactions) on the AMEX or in the over-the-counter market, in negotiated
transactions or by a combination of such methods of sale, at fixed prices,
at market prices prevailing at the time of the sale, at prices related to
the prevailing market prices or at negotiated prices. The Selling
Stockholders may effect such transactions with or through one or more
broker-dealers, which may act as agent or principal. The Selling
Stockholder and/or any broker-dealer affecting the sales may be deemed to
be an "underwriter" within the meaning of Section 2(11) of the Securities
Act of 1933, and any commissions received by the broker-dealer and any
profit on the resale of shares as principal may be deemed to be
underwriting discounts and commissions under such Act. The Selling
Stockholders may transfer their Shares or their Notes to other persons who
may, in turn, resell Shares in the manner described above. Additionally,
the Selling Stockholders may pledge or make gifts of their Shares and the
Shares may also be sold by the pledgees or transferees. The Selling
Stockholders may also transfer their Shares pursuant to Rule 144 under the
Securities Act of 1933, whether or not the Registration Statement of which
this Prospectus forms a part is effective at the time of any such transfer.
11
<PAGE>
DESCRIPTION OF COMMON STOCK
The authorized capital stock of the Company presently consists of
105,000,000 shares, consisting of 100,000,000 shares of Common Stock, and
5,000,000 shares of Preferred Stock, $.005 par value (the "Preferred
Stock"). At December 29, 1995, there were 42,093,890 shares of Common
Stock and no shares of Preferred Stock outstanding.
The holders of Common Stock are entitled to one vote for each share
on all matters voted upon by stockholders, including the election of
directors. Shares of Common Stock do not have cumulative voting rights,
which means that the holders of more than 50% of such shares voting for the
election of directors can elect 100% of the directors if they choose to do
so and, in such event, the holders of the remaining shares so voting will
not be able to elect any directors. Holders of Common Stock do not have any
conversion, redemption or preemptive rights. In the event of the
dissolution, liquidation or winding up of the Company, holders of Common
Stock will be entitled to share ratably, together with any participating
preferred shares then outstanding, in any assets remaining after the
satisfaction in full of the prior rights of creditors, including holder of
Company indebtedness, and the liquidation preference of any preferred
shares then outstanding.
The Company has in effect a Stockholder Rights Plan (the "Plan")
pursuant to which a Right (as defined in the Plan) is attached to each
share of Common Stock outstanding. A description of the Plan and a copy of
the Rights Agreement are contained in the Company's Current Report on Form
8-K dated June 7, 1995 and Amendment No. 1 on Form 8-K/A to Current Report
on Form 8-K, dated July 20, 1995 which are incorporated in this Prospectus
by reference.
The Common Stock is presently listed on the AMEX.
Transfer Agent and Registrar
Chemical Mellon Shareholder Services, of New York, New York, is the
transfer agent and registrar for the Common Stock.
LEGAL MATTERS
Wolf, Block, Schorr and Solis-Cohen, Philadelphia, Pennsylvania, has
rendered an opinion that (1) the 1,120,112 Shares that are currently
outstanding are legally issued, fully paid and non-assessable, and (2) the
remainder of the Shares, when issued in accordance with the terms of the
Notes, either upon conversion of the Notes or as interest on the Notes,
will be legally issued, fully paid and non-assessable.
EXPERTS
The consolidated financial statements of U.S. Bioscience, Inc.
appearing in its Annual Report on Form 10-K for the year ended December 31,
1994, have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein
by reference in reliance upon such report given upon the authority of such
firm as experts in accounting and auditing.
12
<PAGE>
================================================================================
No dealer, salesperson or any other person has been authorized to give any
information or to make any representations, not contained in this Prospectus, in
connection with this offering and, if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or the Selling Stockholders. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any securities other than the Shares
described in the Prospectus or an offer to sell or a solicitation of an offer to
buy such shares in any jurisdiction to any person to whom it is unlawful to make
such an offer or solicitation in such jurisdiction The delivery of this
Prospectus at any time does not imply that the information contained herein is
correct as of any time subsequent to its date.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
Prospectus Summary......................................................... 4
Risk Factors............................................................... 5
Recent Events.............................................................. 10
Selling Stockholders....................................................... 10
Plan of Distribution....................................................... 11
Description of Common Stock................................................ 12
Legal Matters.............................................................. 12
Experts.................................................................... 12
</TABLE>
================================================================================
================================================================================
8,142,578 Shares
U.S. Bioscience, Inc.
Common Stock
($0.005 par value)
--------------------
PROSPECTUS
--------------------
January , 1996
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The fees and expenses in connection with the issuance and
distribution of the securities being registered hereunder are estimated as
follows:
<TABLE>
<CAPTION>
<S> <C>
Commission registration fee........................... $13,425
American Stock Exchange listing fee................... 17,500
Legal fees and expenses............................... 20,000
Accounting fees and expenses.......................... 5,000
Blue Sky fees and expenses............................ 2,500
Miscellaneous......................................... 1,575
-------
Total........................................ $60,000
=======
</TABLE>
Item 15. Indemnification of Directors and Officers.
Generally, Section 145 of the General Corporation Law of the
State of Delaware (the "DGCL") provides that directors and officers of
Delaware corporations are entitled, under certain circumstances, to be
indemnified against all expenses and liabilities (including attorneys'
fees) incurred by them as a result of any suit brought against them in
their capacity as a director or officer, if they acted in good faith and in
a manner they reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, if they had no reasonable cause to believe their conduct was
unlawful. A director or officer may also be indemnified against expenses
incurred in connection with a derivative suit if such director acted in
good faith and in a manner reasonably believed to be in or not opposed to
the best interests of the corporation, except that no indemnification may
be made without court approval if such person was adjudged liable to the
corporation. Article Six of the Company's Certificate of Incorporation
entitles officers and directors of the Company to indemnification to the
full extent permitted by the DGCL, as the same may be supplemented or
amended from time to time. In addition, Article Eight of the Company's
Certificate of Incorporation limits a director's liability to the Company
or to any stockholder for monetary damages for certain breaches of
fiduciary duty as a director.
The Registrant maintains directors' and officers' liability
insurance to cover its officers and directors against certain liabilities
they may occur when acting in their capacity as directors or officers.
II-1
<PAGE>
Item 16. Exhibits.
Exhibit
-------
3.1 Restated Certificate of Incorporation (incorporated by reference to
Exhibit 3(a) to the Registrant's Registration Statement on Form S-1
(File No. 33-39576), filed with the Commission on March 22, 1991)
3.1.1 Certificate of Amendment to Certificate of Incorporation
3.1.2 Certificate of Designations of Series A Junior Preferred Stock
(incorporated by reference to Exhibit 1 to the Registrant's Current
Report on Form 8-K dated June 7, 1995)
3.2 By-laws, as amended (incorporated by reference to Exhibit 3.2 to
the Registrant's Report on Form 10-K for the fiscal year ended
December 31, 1993)
5 Opinion and Consent of Wolf, Block, Schorr and Solis-Cohen as to
the legality of the Common Stock
23.1 Consent of Ernst & Young LLP
23.2 Consent of Counsel (included in Exhibit 5.1)
24 Power of Attorney (included on signature page)
__________________________
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the
"Securities Act");
(ii) to reflect in the Prospectus any facts or
events arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement;
(iii) 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;
II-2
<PAGE>
provided, however, that the undertakings set forth in paragraphs
(i) and (ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act") that are incorporated by reference in
this Registration Statement.
(b) That, for the purpose of determining any liability under
the Securities Act, 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.
(c) To remove from registration by means of a post-effective
amendment any of the Securities being registered hereby which
remain unsold at the termination of the offering.
(d) 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 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the 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.
(e) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions
referred to in Item 15 of this registration statement, 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 such Act 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 hereby, 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 expressed in such Act and will be governed by the final
adjudication of such issue.
II-3
<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 Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of West Conshohocken, State of
Pennsylvania, on January 3, 1996.
U.S. BIOSCIENCE, INC.
By:_____________________
Robert I. Kriebel
Senior Vice President
Each person whose signature appears below constitutes and
appoints Philip S. Schein, Robert I. Kriebel and Martha E. Manning, and
each of them, such person's true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for such person and in
such person's name, place and stead, in any and all capabilities, to sign
any and all amendments to this Registration Statement, and to file the
same, with all exhibits thereto, and other documentation in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as such person
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
II-4
<PAGE>
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 date below indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Philip S. Schein Principal Executive Officer and Director December 24, 1995
----------------------
Philip S. Schein, M.D.
/s/ Robert I. Kriebel Principal Financial Officer and Director December 24, 1995
---------------------
Robert I. Kriebel
/s/ Mark R. Bausinger Principal Accounting Officer January 2, 1996
---------------------
Mark R. Bausinger
/s/ Robert L. Capizzi Director January 2, 1996
-----------------------
Robert L. Capizzi, M.D.
/s/ Paul Calabresi Director December 27, 1995
------------------
Paul Calabresi, M.D.
/s/ Betsey Wright Director December 30, 1995
-----------------
Betsey Wright
/s/ Allen Misher Director December 23, 1995
-------------------
Allen Misher, Ph.D.
/s/ Jonah Shacknai Director December 27, 1995
------------------
Jonah Shacknai
/s/ Douglas J. MacMaster, Jr. Director January 2, 1996
-----------------------------
Douglas J. MacMaster, Jr.
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Page Numbers
in Sequentially
Numbered Document
-----------------
Exhibit
-------
<C> <S> <C>
3.1 Restated Certificate of Incorporation (incorporated by reference to
Exhibit 3(a) to the Registrant's Registration Statement on Form S-1
(File No. 33-39576), filed with the Commission on March 22, 1991) ..........
3.1.1 Certificate of Amendment to Certificate of Incorporation....................
3.2.1 Certificate of Designations of Series A Junior Preferred Stock
(incorporated by reference to Exhibit 1 to the Registrant's Current
Report on Form 8-K dated June 7, 1995)......................................
3.2 By-laws, as amended (incorporated by reference to Exhibit 3.2 to
the Registrant's Report on Form 10-K for the fiscal year ended
December 31, 1993)..........................................................
5 Opinion and Consent of Wolf, Block, Schorr and Solis-Cohen as to
the legality of the Common Stock............................................
23.1 Consent of Ernst & Young LLP................................................
23.2 Consent of Counsel (included in Exhibit 5.1)................................
24 Power of Attorney (included on signature page)..............................
</TABLE>
<PAGE>
Exhibit 3.1.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
U.S. BIOSCIENCE, INC.
U.S. BIOSCIENCE, INC., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of U.S. Bioscience,
Inc. resolutions were duly adopted setting forth a proposed amendment of
the Certificate of Incorporation of said corporation, declaring said
amendment to be advisable and calling a meeting of the stockholders of said
corporation for consideration thereof. The resolution setting forth the
proposed amendment is as follows:
RESOLVED, that the first paragraph of Article Four of this
Corporation's Certificate of Incorporation be and it hereby is amended
to read in its entirety as follows:
"The aggregate number of shares which the Corporation shall have
authority to issue shall be 105,000,000 shares consisting of
100,000,000 shares of Common Stock, par value $.005 per share,
and 5,000,000 shares of Preferred Stock, par value $.005 per
share."
SECOND: That thereafter, pursuant to resolution of its Board of Directors,
the proposed amendment was considered at the next annual meeting of
stockholders, which annual meeting of stockholders was duly called and
held, upon notice in accordance with Section 222 of the General Corporation
Law of the state of Delaware and at such meeting the necessary number of
shares as required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, said U.S. BIOSCIENCE, INC. has caused this certificate
to be signed by Russell C. McLauchlan, its President, and Kenneth R.
Lynn, its Secretary, this 29th day of May, 1992.
U.S. BIOSCIENCE, INC.
BY:/s/ Russell C. McLauchlan
---------------------------
President
ATTEST: /s/ Kenneth R. Lynn
--------------------------
Secretary
<PAGE>
LAW OFFICES
WOLF, BLOCK, SCHORR and SOLIS-COHEN
Twelfth Floor Packard Building
S.E. Corner 15th and Chestnut Streets
Philadelphia, PA 19102-2678
EXHIBIT 5
(215) 977-2188
January 4, 1996
U.S. Bioscience, Inc.
One Tower Bridge
100 Front Street
West Conshohocken, PA 19428
Re: Registration Statement on Form S-3
----------------------------------
Gentlemen:
As counsel for U.S. Bioscience, Inc., a Delaware corporation (the
"Company"), we have reviewed a Registration Statement on Form S-3 (the
"Registration Statement") prepared in connection with the proposed resale
from time to time of (i) up to 1,120,112 shares (the "Issued Shares") of
the Company's Common Stock, par value $.005 per share ("Common Stock"),
issued to the stockholders listed under the heading "Selling Stockholders"
in the Registration Statement concurrently with the Company's December
1995 private placement of Convertible Notes due December 6, 1998 (the
"Notes"), and (ii) up to 7,022,466 shares of Common Stock (the "Unissued
Shares") issuable upon the conversion of the Notes or issued in payment of
interest on the Notes (together with the Issued Shares, the "Securities").
In connection therewith, we have examined the originals or copies,
certified or otherwise identified to our satisfaction, of such records,
instruments, documents and matters of law as we have deemed necessary or
appropriate for the purpose of rendering this opinion.
In our examination of documents, instruments and other papers, we have
assumed the genuineness of all signatures on original and certified
documents and the conformity to original and certified documents of all
copies submitted to us as conformed, photostatic or other copies. As to
matters of fact which have not been independently established, we have
relied upon representations of officers of the Company.
In rendering this opinion, we have assumed that there will be no
changes in applicable law between the date of this opinion and any date of
issuance or delivery of the Securities.
<PAGE>
U.S. Bioscience, Inc.
January 4, 1996
Page 2
Based upon the foregoing, it is our opinion that:
1. The Issued Shares have been duly authorized and are legally
issued, fully paid and non-assessable; and
2. The Unissued Shares have been duly authorized and, when and if
duly issued in accordance with the terms of the Note, such shares of
Common Stock will be legally issued, fully paid and non-assessable.
In connection with our opinions above, we have assumed that, at the
time of resale of the Securities, all contemplated additional actions
shall have been taken, the authorization of the Securities will not have
been modified or rescinded, and there will not have occurred any change in
law affecting the validity of the Securities.
We hereby consent to the reference to our firm in the Registration
Statement under the Prospectus caption "Legal Matters" and to the
inclusion of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ Wolf, Block, Schorr and Solis-Cohen
WOLF, BLOCK, SCHORR AND SOLIS-COHEN
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 33-00000) for the registration of
8,142,578 shares of common stock of U.S. Bioscience, Inc. and to the
incorporation by reference therein of our report dated February 21, 1995,
with respect to the consolidated financial statements of U.S. Bioscience,
Inc. included in its Annual Report on Form 10-K for the year ended December
31, 1994, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Philadelphia, Pennsylvania
January 5, 1996
