As filed with the Securities and Exchange Commission on September 13, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
LIFECELL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 76-019890
(State or other jurisdiction (I.R.S Employer Identification No.)
of incorporation or organization)
3606 RESEARCH FOREST DRIVE
THE WOODLANDS, TEXAS 77381
(Address of Principal Executive Offices) (Zip Code)
LIFECELL CORPORATION SECOND AMENDED AND RESTATED 1993
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
ANTHONY A. BROWN
LIFECELL CORPORATION
3606 RESEARCH FOREST DRIVE
THE WOODLANDS, TEXAS 77381
(Name and address of agent for service)
713/367-5368
(Telephone number, including area code, of agent for service)
COPY TO:
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS 77010
(713) 651-5151
ATTENTION: ROBERT E. WILSON
-----------------------------
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, check the following box. [X]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) FEE
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001
par value 750,000 shares(2) $3.8125 $2,859,375 $986
==================================================================================================
</TABLE>
(1) Estimated in accordance with Rule 457(c) and (h) solely for the purpose
of calculating the registration fee on the basis of the average of the
high and low prices of the Common Stock as reported by the Nasdaq Stock
Market on September 10, 1996.
(2) Includes an indeterminable number of shares of Common Stock issuable as
a result of the anti-dilution provisions of the Second Amended and
Restated 1992 Stock Option Plan, as amended.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
a. The following documents are hereby incorporated by reference in
this Registration Statement:
1. The Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 of LifeCell Corporation, a Delaware corporation (the
"Registrant"), filed April 1, 1996 with the Securities and Exchange Commission
(the "Commission"), as amended by Amendment No. 1 to Form 10-K on Form 10-K/A of
the Registrant, filed with the Commission on May 29, 1996.
2. The Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1996, filed with the Commission on May 15,
1996.
3. The Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1996, filed with the Commission on August 14,
1996.
4. The description of the Registrant's common stock, $.001
par value (the "Common Stock"), contained in a registration statement on Form
8-A filed with the Commission on February 27, 1992, including any amendment or
report filed for the purpose of updating such description.
b. All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date of the filing hereof and 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 a part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article X of the Registrant's Amended and Restated By-laws (the
"By-laws") provides for mandatory indemnification to at least the extent
specifically allowed by Section 145 of the General Corporation Law of the State
of Delaware (the "GCL").
Pursuant to Section 145 of the GCL, the Registrant generally has
the power to indemnify its current and former directors, officers, employees and
agents against expenses and liabilities incurred by them in connection with any
suit to which they are, or threatened to be made, a party by reason of their
serving in such positions so long as they acted in good faith and in a manner
they reasonably believed to be in, or not opposed to, the best interests of the
Registrant, and with respect to any criminal action, they had no reasonable
cause to believe their conduct was not lawful. With respect to suits by or in
the right of the Registrant, however, indemnification generally is limited to
attorneys' fees and other expenses and is not available if such person is
adjudged to be liable to the Registrant unless the court determines that
indemnification is appropriate. The statute expressly provides that the power to
indemnify authorized thereby is not exclusive of any rights granted under any
bylaw, agreement, vote of stockholders or disinterested directors, or otherwise.
The Registrant also has the power to purchase and maintain insurance for such
persons.
II-1
The above discussion of the Registrant's By-laws and Section 145 of
the GCL is not intended to be exhaustive and is qualified in its entirety by
such document and such statute.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1-- Restated Certificate of Incorporation, as amended, of
the Registrant (incorporated by reference to Exhibit 3.1 to
the Registrant's Quarterly Report on Form 10-Q for the
period ended June 30, 1996, filed with the Commission on
August 14, 1996).
4.2-- Amended and Restated By-laws of the Registrant
(incorporated by reference to Exhibit 3.2 to the
Registrant's Quarterly Report on Form 10-Q for the period
ended June 30, 1996, filed with the Commission on August
14, 1996).
4.3-- Form of Common Stock Certificate (incorporated by reference
to Exhibit 4.2 to Amendment No. 2 to the Registrant's
Registration Statement on Form S-1 (Reg. No. 33-44969),
filed with the Commission on February 10, 1992).
4.4-- LifeCell Corporation Second Amended and Restated 1993
Non-Employee Director Stock Option Plan (incorporated by
reference to Exhibit 10.2 to the Registrant's Quarterly
Report on Form 10-Q for the period ended June 30, 1996,
filed with the Commission on August 14, 1996).
5.1-- Opinion of Fulbright & Jaworski L.L.P.
23.1-- Consent of Arthur Andersen LLP.
23.2-- Consent of Fulbright & Jaworski L.L.P. (included in
Exhibit 5.1).
24.1-- Powers of Attorney (contained on page II-4).
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:
(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
hereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
II-2
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement; and
(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;
PROVIDED, HOWEVER, that paragraphs (i) and (ii) 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, as amended (the "Exchange Act"),
that are incorporated by reference in this Registration Statement.
(2) 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 herein, 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 which remain
unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
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 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 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 expressed in the Securities
Act and will be governed by the final adjudication of such issue.
II-3
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 The Woodlands, State of Texas, on the 12th day of
September, 1996.
LIFECELL CORPORATION
By: /s/ ANTHONY A. BROWN
Anthony A. Brown
Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Paul M. Frison and Anthony A. Brown, and
each of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same and all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting said attorney-in-fact and agent, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or either of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
SIGNATURE TITLE DATE
/s/ PAUL M. FRISON Chairman of the Board, September 12, 1996
Paul M. Frison President and Chief
Executive Officer
(Principal Executive Officer)
/s/ STEPHEN A. LIVESEY Executive Vice President, September 12, 1996
Stephen A. Livesey Chief Scientific
Officer and Director
/s/ ANTHONY A. BROWN Vice President and September 12, 1996
Anthony A. Brown Chief Financial Officer
(Principal Financial and
Accounting Officer)
Michael E. Cahr Director September 12, 1996
P. William Curreri Director September 12, 1996
James G. Foster Director September 12, 1996
Christopher C. Kraft Director September 12, 1996
Thomas G. Ricks Director September 12, 1996
Martin P. Sutter Director September 12, 1996
II-4
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
4.1 Restated Certificate of Incorporation, as amended, of the
Registrant (incorporated by reference to Exhibit 3.1 to the
Registrant's Quarterly Report on Form 10-Q for the period ended
June 30, 1996, filed with the Commission on August 14, 1996).
4.2 Amended and Restated By-laws of the Registrant (incorporated by
reference to Exhibit 3.2 to the Registrant's Quarterly Report on
Form 10-Q for the period ended June 30, 1996, filed with the
Commission on August 14, 1996).
4.3 Form of Common Stock Certificate (incorporated by reference to
Exhibit 4.2 to Amendment No. 2 to the Registrant's Registration
Statement on Form S-1 (Reg. No. 33-44969), filed with the
Commission on February 10, 1992).
4.4 LifeCell Corporation Second Amended and Restated 1993 Non-
Employee Director Stock Option Plan (incorporated by reference
to Exhibit 10.2 to the Registrant's Quarterly Report on Form
10-Q for the period ended June 30, 1996, filed with the
Commission on August 14, 1996).
5.1 Opinion of Fulbright & Jaworski L.L.P.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit
5.1).
24.1 Powers of Attorney (contained on page II-4).
EXHIBIT 5.1
12 September 1996
LifeCell Corporation
3606 Research Forest Drive
The Woodlands, Texas 77381
Ladies and Gentlemen:
We have acted as counsel for LifeCell Corporation, a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, of 750,000 shares of the Company's common
stock, $.001 par value (the "Shares"), to be offered upon the terms and subject
to the conditions set forth in the LifeCell Corporation Second Amended and
Restated 1993 Non-Employee Director Stock Option Plan (the "Plan").
In connection therewith, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the Restated
Certificate of Incorporation of the Company, as amended, the Amended and
Restated By-Laws of the Company, the Plan, records of relevant corporate
proceedings with respect to the offering of the Shares and such other documents
and instruments as we have deemed necessary or appropriate for the expression of
the opinions contained herein. We have also reviewed the Company's Registration
Statement on Form S-8 to be filed with the Securities and Exchange Commission
with respect to the Shares (the "Registration Statement").
We have assumed the authenticity and completeness of all records,
certificates and other instruments submitted to us as originals, the conformity
to original documents of all records, certificates and other instruments
submitted to us as copies, the authenticity and completeness of the originals of
those records, certificates and other instruments submitted to us as copies and
the correctness of all statements of fact contained in all records, certificates
and other instruments that we have examined.
Based on the foregoing and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that the Shares
have been duly authorized and, when issued in accordance with the terms of the
Plan, will be validly issued, fully paid and non-assessable.
The opinions expressed herein are limited exclusively to laws of the
State of Texas, the Delaware General Corporation Law and the federal laws of the
United States of America, to the extent applicable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Fulbright & Jaworski L.L.P.
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
March 15, 1996, included in LifeCell Corporation's Annual Report on Form 10-K
for the year ended December 31, 1995, as amended by Amendment No.1 to Form 10-K
on Form 10-K/A.
ARTHUR ANDERSEN LLP
Houston, Texas
September 12, 1996
