As filed with the Securities and Exchange Commission on January 21, 1997
Registration Number 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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LIFECELL CORPORATION
(Exact name of Registrant as specified in its charter)
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Delaware 76-0172936
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3606 Research Forest Drive
The Woodlands, Texas 77381
281/367-5368
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
Paul M. Frison
3606 Research Forest Drive
The Woodlands, Texas 77381
281/367-5368
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPY TO:
ROBERT E. WILSON
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS 77010-3095
(713) 651-5151
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable 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, 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 a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, 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
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AMOUNT PROPOSED MAXIMUM PROPOSED 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
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<S> <C> <C> <C> <C>
Common Stock(2) 7,163,316 $ 4.78 $ 34,240,651 $ 10,376
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Common Stock(3) 1,612,328 $ 4.78 $ 7,706,928 $ 2,336
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(1) ESTIMATED SOLELY FOR PURPOSES OF CALCULATING THE REGISTRATION FEE IN
ACCORDANCE WITH RULE 457 OF THE SECURITIES ACT OF 1933, AS AMENDED, ON THE BASIS
OF THE AVERAGE OF THE HIGH AND LOW PRICES OF THE COMMON STOCK AS REPORTED BY THE
NASDAQ MARKET ON JANUARY 13, 1997.
(2) INCLUDES SHARES ISSUED OR TO BE ISSUED ON (I) CONVERSION OF 124,157 SHARES
OF THE COMPANY'S SERIES B PREFERRED STOCK AT A CONVERSION RATE OF 32.26 SHARES
OF COMMON STOCK FOR EACH SHARE OF SERIES B PREFERRED STOCK AND (II) EXERCISE OF
CERTAIN WARRANTS TO PURCHASE SHARES OF COMMON STOCK (THE "WARRANTS").
(3) INCLUDES AN INDETERMINATE NUMBER OF SHARES OF COMMON STOCK, UP TO A MAXIMUM
OF 1,612,328 SHARES, WHICH MAY BE ISSUED UPONN CONVERSION OF SHARES OF SERIES B
PREFERRED STOCK THAT MAY BE ISSUED AS DIVIDENDS ON THE SHARES OF SERIES B
PREFERRED STOCK.
---------------
Pursuant to Rule 416, there also are being registered such additional
shares of Common Stock as may become issuable pursuant to anti-dilution
provisions of the Series B Preferred Stock and the Warrants.
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
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BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933,
AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH
DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
================================================================================
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PROSPECTUS
8,775,644 SHARES
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LIFECELL CORPORATION
COMMON STOCK
---------------
The common stock, par value $.001 per share (the "Common Stock"), of
LifeCell Corporation, a Delaware corporation ("LifeCell" or the "Company"), is
included in The Nasdaq SmallCap Market under the symbol "LIFC", and the average
of the high and low prices of the Common Stock price as reported by The Nasdaq
Stock Market on January 13, 1997, was $4.78.
---------------
THE COMMON STOCK OFFERED BY THIS PROSPECTUS INVOLVES A HIGH DEGREE OF
RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 5 FOR A DISCUSSION OF CERTAIN MATTERS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK.
---------------
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. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------
The 8,775,644 shares of Common Stock offered hereby are being
offered for the account of certain stockholders of the Company named under the
heading "Selling Stockholders". The Company will receive no portion of the
proceeds of the sale of the shares of Common Stock offered hereby and will bear
certain of the expenses incident to their registration.
Sales of shares of Common Stock by the Selling Stockholders may be
made from time to time in the over-the-counter market, on any stock exchange on
which the Common Stock may be listed at the time of sale, in private
transactions or pursuant to underwriting agreements at prices related to prices
then prevailing involving payment of customary commissions or discounts.
JANUARY , 1997
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ADDITIONAL INFORMATION
LifeCell has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (herein, together with all
amendments, exhibits and financial statement schedules thereto, the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the shares of Common Stock offered hereby.
This Prospectus, which constitutes a part of the Registration Statement, does
not contain all of the information set forth in the Registration Statement,
certain items of which are contained in exhibits to the Registration Statement
as permitted by the rules and regulations of the Commission. For further
information with respect to the Company and the Common Stock, reference is made
to the Registration Statement, which may be inspected without charge at the
public reference facilities maintained by the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and copies of which may
be obtained from the Commission at prescribed rates. Statements made in this
Prospectus concerning the contents of any document referred to herein are not
necessarily complete. With respect to each such document filed with the
Commission as an exhibit to the Registration Statement, reference is made to the
exhibit for a more complete description of the matter involved, and each such
statement shall be deemed qualified in its entirety by such reference.
The Company furnishes holders of Common Stock annual reports containing
financial statements audited by its independent public accountants in accordance
with generally accepted accounting principles following the end of each fiscal
year, and with quarterly reports containing unaudited financial information for
the first three quarters of each fiscal year following the end of each such
fiscal quarter. The Company is subject to the reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Commission.
Such reports and other information may be inspected and copied at prescribed
rates at the public reference facilities maintained by the Commission at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the regional offices of the Commission located at 7 World Trade Center, 13th
Floor, New York, New York 10048 and at Citicorp Center, 500 West Madison Street,
14th Floor, Chicago, Illinois 60661. The Commission also maintains a World Wide
Web site on the Internet at http://www.sec.gov. which contains reports, proxy
and information statements and other information regarding registrants that file
electronically with the Commission. Such reports, proxy and information
statements and other information concerning the Company can also be inspected
and copied at the offices of the National Association of Securities Dealers,
Inc., 1735 K Street, N.W., Washington, D.C. 20006.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents have been filed by the Company with the Commission
pursuant to the Exchange Act and are incorporated herein by reference:
(i) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995, filed with the Commission on April 1, 1996, as
amended by Amendment No. 1 to Form 10-K on Form 10-K/A, filed with the
Commission on May 29, 1996;
(ii) the Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1996, filed with the Commission on May 15, 1996;
(iii) the Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1996, filed with the Commission on August 14, 1996;
(iv) the Company's Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 1996, filed with the Commission on November 14,
1996;
(v) the description of 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 with the Commission for the
purpose of updating such description;
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(vi) the Company's Current Report on Form 8-K dated November 18,
1996, filed with the Commission on November 27, 1996; and
(vii) the Company's Current Report on Form 8-K dated December 31,
1996, filed with the Commission on December 31, 1996.
All documents subsequently filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of the offering by this Prospectus shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of the
filing of such documents. Any statement contained 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 herein or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide, without charge, to each person to whom a copy of
this Prospectus has been delivered, upon written or oral request of such person,
a copy of any or all of the documents incorporated by reference herein (other
than certain exhibits to such documents not specifically incorporated by
reference). Requests for such copies should be directed to Chief Financial
Officer, LifeCell Corporation, 3606 Research Forest Drive, The Woodlands, Texas
77381, telephone number 281/367-5368.
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PROSPECTUS SUMMARY
THE COMPANY
LifeCell is engaged in the development and commercialization of universal
tissue grafts and products for the preservation of transfusable blood cells.
AlloDerm(R) ("AlloDerm"), a universal dermal tissue graft that LifeCell began
marketing in December 1993 for use in treating third-degree burns and other
acute, full-thickness skin wounds, is LifeCell's first commercial application of
its tissue engineering technology. In addition, AlloDerm products address
multiple clinical markets including periodontal surgery and plastic and
reconstructive surgery. Other potential clinical applications of the Company's
patented tissue engineering and cell preservation technologies include composite
skin graft (AlloDerm layer and epidermal layer consisting of isolated epidermal
cells), XenoDerm(TM) porcine (pig) dermis, vascular conduits for bypass
procedures, heart valves for replacement surgeries, Thrombosol(TM) (a platelet
preservative) and freeze-dried red blood cells.
LifeCell was organized in 1986 to commercialize its core preservation
technology, a process developed by The University of Texas Health Science Center
at Houston and licensed exclusively to the Company. Initially, LifeCell
developed and manufactured instruments that utilized this core technology. In
June 1993, LifeCell exited the equipment business and focused its resources
toward extending the core technology to clinical products.
LifeCell was incorporated in January 1992 under Delaware law for the
purpose of merging with its predecessor, a Delaware corporation incorporated in
January 1986. The merger of the two corporations occurred in January 1992.
LifeCell's executive offices, production facilities and research facilities are
located at 3606 Research Forest Drive, The Woodlands, Texas 77381, and its
telephone number is 281/367-5368.
THE OFFERING
Securities Offered....... 8,775,644 shares of Common Stock.
Use of Proceeds.......... The Company will not receive any proceeds from the
sale of the shares of Common Stock offered by the
Selling Stockholders hereunder.
Nasdaq .................. The shares of Common Stock are included in the
Nasdaq SmallCap Market under the symbol "LIFC".
See "Description of Capital Stock -- Common Stock" for a more
complete description of such securities.
RISK FACTORS
The Common Stock offered by this Prospectus involves a high degree of
risk. For a discussion of certain matters that should be considered by
prospective purchasers of the Common Stock offered hereby, see "Risk Factors".
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RISK FACTORS
AN INVESTMENT IN THE COMMON STOCK BEING OFFERED HEREBY INVOLVES A HIGH
DEGREE OF RISK. ACCORDINGLY, PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY THE
FOLLOWING RISK FACTORS, IN ADDITION TO THE OTHER INFORMATION CONCERNING THE
COMPANY AND ITS BUSINESS CONTAINED IN THIS PROSPECTUS, BEFORE PURCHASING THE
SHARES OF COMMON STOCK OFFERED HEREBY. THIS PROSPECTUS CONTAINS, IN ADDITION TO
HISTORICAL INFORMATION, FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY. FACTORS
THAT COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE, BUT ARE NOT LIMITED
TO, THOSE DISCUSSED BELOW AND ELSEWHERE IN THIS PROSPECTUS.
NO ASSURANCE OF ADDITIONAL NECESSARY CAPITAL
The Company believes that its existing financial resources will be adequate
to satisfy its capital requirements to sustain and expand current operations
through 1999. The Company's future capital requirements will depend on many
factors, including successful expansion of sales of AlloDerm, continued
scientific progress with its research and development programs and expansion of
such programs and progress of preclinical and clinical assessment of products
under development. There can be no assurance that the Company will be successful
in obtaining additional capital in amounts sufficient to continue to fund its
operations and product development.
HISTORY OF OPERATING LOSSES
The Company has incurred substantial losses since inception in January 1986,
including losses of approximately $3.4 million, $3.7 million and $3.9 million
for the years ended December 31, 1993, 1994 and 1995, respectively, and $2.9
million for the nine months ended September 30, 1996, and had an accumulated
deficit of approximately $27.8 million at September 30, 1996. There can be no
assurance that the Company will ever become profitable.
FDA REGULATORY STATUS OF ALLODERM
In December 1993, the FDA published an interim rule regulating "banked human
tissue". The rule defines banked human tissue as any tissue derived from a human
body which is (i) intended for administration to another human for the
diagnosis, cure, mitigation, treatment, or prevention of any condition or
disease and (ii) recovered, processed, stored, or distributed by methods not
intended to change tissue function or characteristics. The FDA definition
excludes, among other things, tissue that currently is regulated as a human
drug, biological product, or medical device and kidney, liver, heart, lung,
pancreas or any other vascularized human organ. Banked human tissue is regulated
by the FDA in a manner the agency has deemed necessary to protect the public
health from the transmission of HIV infection and hepatitis infection through
transplantation of tissue from donors with or at risk of these diseases. Under
the FDA regulations, all facilities engaged in the procurement, processing,
storage, or distribution of human tissue intended for transplant are required to
assure that certain infectious disease testing and donor screening is performed
and that records documenting such testing for each tissue are available for
inspection by the FDA. The regulations also provide authority for the FDA to
conduct inspections of banked human tissue facilities and to detain, recall, or
destroy tissue for which appropriate documentation is not available. Banked
human tissue, however, is not subject to premarket notification or approval by
the FDA as are certain drugs, biologicals, and medical devices.
In December 1991, the Company first contacted the FDA regarding the
regulatory status of AlloDerm and was advised in May 1992 that the FDA had not
made a final determination on the status of intact processed human cadaver skin,
that the agency currently was studying the issue and that these products may at
some future time be subject to FDA regulation. The FDA sent the Company a copy
of the December 1993 publication of the FDA's banked human tissue regulations
shortly after its release of such regulations and inspected the Company for
compliance with those regulations in July 1994. For these reasons, the Company
believed that AlloDerm was covered by the FDA's definition of banked human
tissue and that the product would not be regulated as a medical device.
In November 1995, following LifeCell's commercial introduction of AlloDerm
for periodontal applications, the Company received a letter from the FDA,
stating that it considered AlloDerm to be a
5
<PAGE>
"device" as defined by the United States Food, Drug and Cosmetics Act (the "FDC
Act"), and that a 510(k) premarket notification was required to be submitted and
cleared by the FDA in order to market the product. Following several months of
correspondence and discussions with the FDA, the Company received a letter from
the agency dated September 17, 1996, to the effect that, after considering the
information and views that the Company submitted at its May 1996 meeting with
agency officials and in subsequent correspondence, the FDA agrees with the
Company's position that AlloDerm intended for use for replacement or repair of
damaged or inadequate integumental tissue, including gingival dermis, is banked
human tissue within the meaning of the interim final rule. Consequently,
AlloDerm is not subject to premarket notification or approval by the FDA and the
Company may continue to promote and sell AlloDerm for use in the treatment of
wounds, such as third-degree burns, in periodontal surgical procedures, such as
free-gingival grafting and guided tissue regeneration, and in plastic and
reconstructive surgery procedures, such as contracture release grafting and scar
revision. The agency also informed the Company that this decision applies only
to AlloDerm when it is intended for use in transplantation, and the regulatory
status of the product when it is promoted for other uses, such as a void filler
for soft tissue, for cosmetic augmentation, or as a wound healing agent (the
"Additional Indications"), would need to be determined by the FDA on a case by
case basis. To date, a minimal amount of LifeCell's aggregate product sales are
attributable to the Additional Indications.
While the Company's marketing efforts had not previously focused on the
Additional Indications, as a follow-up to its September 17 letter, the FDA, by
letter dated September 23, 1996, informed the Company that indications for
Additional Indications would have to be formally presented to the FDA to
determine if, with these indications, AlloDerm would continue to fall within the
scope of the interim rule for banked human tissue and thus not require premarket
clearance. The Company was asked to indicate what changes in advertisement and
promotion it would make for AlloDerm in response to the September 23, 1996
letter. The Company responded to the FDA letter on October 8, 1996, and informed
the agency that the Company believes that the distinctions drawn regarding the
definition of transplantation and banked human tissue and between integumental
tissue and all other tissue in the September 17 opinion were fairly novel and
ones for which the Company would require clarification from the FDA as it goes
forward. The Company believes that AlloDerm, when used for augmentation and as a
void filler, still qualifies as banked human tissue. Similarly, the Company
advised the FDA that since almost every replacement or repair of damaged or
inadequate tissue involves a cosmetic aspect, the Company believes that many
cosmetic uses of AlloDerm are within the purview of banked human tissue.
Nevertheless, the Company informed the FDA that it intends to follow the
agency's decision and, until this matter is clarified on a case by case basis,
will not promote AlloDerm for the Additional Indications. The Company also
advised the FDA that it would present its arguments to the agency as to why it
believes that these uses fall within the definition of banked human tissue.
There can be no assurance that the FDA will not finally conclude that use of
AlloDerm for the Additional Indications should be regulated as a medical device
and require a 510(k) premarket notification or PMA for AlloDerm for such
indications. If the FDA were to conclude definitively that the Company is
required to obtain agency clearance of a 510(k) notification or approval of a
PMA for AlloDerm for the Additional Indications, the FDA may require the Company
to conduct laboratory testing and preclinical and clinical studies of AlloDerm
to support a marketing application. Testing, preparation of necessary
applications and processing of those applications by the FDA is expensive and
any required laboratory testing or preclinical or clinical studies that the
Company were required to conduct could take several years to complete. There can
be no assurance that any required testing could be completed successfully, or
that if successfully completed, would provide sufficient data and information to
enable the FDA to determine, on a timely basis, if at all, that when AlloDerm is
used for the Additional Indications, it is substantially equivalent to a legally
marketed predicate device or is safe and effective for the Additional
Indications and permit the product to be marketed for such uses. Failure of the
Company to receive any required FDA clearance or approval of AlloDerm for the
Additional Indications on a timely basis would preclude promotion of AlloDerm
for the Additional Indications and could have a material adverse effect on the
Company's business, financial condition and results of operation. See
"--Government Regulation--Proposed Products".
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GOVERNMENT REGULATION--PROPOSED PRODUCTS
Many if not all of LifeCell's products under development will require
regulatory approval or clearance prior to commercialization. Human therapeutic
products are subject to rigorous preclinical and clinical testing as a condition
of approval by the FDA and by similar regulatory authorities in foreign
countries. The lengthy process of obtaining these approvals and clearances and
the ongoing process of compliance with applicable federal statutes and
regulations will require the expenditure of substantial resources, and there can
be no assurance that the FDA or foreign approvals will be obtained for any of
the Company's proposed products.
LifeCell's proposed human and xenograft heart valve products and its
proposed xenograft tissue transplantation products will be subject to regulation
as medical devices. The Company's proposed blood cell additives will be subject
to regulation as biologics. Such products require FDA premarket clearance prior
to commercialization in the United States. To obtain FDA approval for these
products, the Company must submit proof of their safety and efficacy. Testing,
preparation of necessary applications and processing of those applications by
the FDA is expensive and time consuming. There can be no assurance that the FDA
will act favorably or quickly in making such reviews, and significant
difficulties or costs may be encountered by the Company in its efforts to obtain
FDA clearances that could delay or preclude the Company from marketing any
product it may develop. The FDA may also place conditions on clearances that
could restrict commercial applications of such products. Product marketing
approvals or clearances may be withdrawn if compliance with regulatory standards
is not maintained or if problems occur following initial marketing. Delays
imposed by the governmental clearance process may materially reduce the period
during which the Company has the exclusive right to commercialize patented
products.
Products marketed by LifeCell pursuant to FDA or foreign approval will be
subject to pervasive and continuing regulation. In the United States, devices
and biologics must be manufactured in registered establishments and must be
produced in accordance with Good Manufacturing Practice ("GMP") regulations.
Manufacturing facilities and processes are subject to periodic FDA inspection.
Labeling and promotional activities are also subject to scrutiny by the FDA and,
in certain instances, by the Federal Trade Commission. The export of devices and
biologics is also subject to regulation and may require FDA approval. From time
to time, the FDA may modify such requirements, imposing additional or different
requirements. Failure to comply with any applicable FDA requirements could
result in civil and criminal enforcement actions and other penalties. In
addition, there can be no assurance that the various states and foreign
countries in which LifeCell's products are sold will not impose additional
regulatory requirements or marketing impediments.
The National Organ Transplant Act ("NOTA") prohibits the acquisition,
receipt or transfer of certain human organs, including skin, heart valves and
vascular conduits, for "valuable consideration". NOTA permits the payment of
reasonable expenses associated with the removal, transportation, processing,
preservation, quality control and storage of human tissue and skin. NOTA may be
interpreted to limit the prices that LifeCell may charge for processing and
transporting its human tissue products. This could result in limited revenues
which could adversely affect LifeCell's business and prospects.
DEPENDENCE OF KEY MANAGEMENT AND PERSONNEL
The success of LifeCell will be dependent largely on the efforts of Paul M.
Frison, Chairman of the Board, President and Chief Executive Officer of the
Company, and Stephen A. Livesey, M.D., Ph.D., Executive Vice President, Chief
Scientific Officer and a director of the Company. The loss of either person's
services would have a material adverse effect on LifeCell's business and
prospects. Dr. Livesey, a citizen of Australia, has received an extension of an
"H-1B" visa to work in the United States that currently expires in June 1997. He
has applied for permanent residence status in the United States, but there can
be no assurance that he will be able to obtain such status. Further, the success
of LifeCell is also dependent upon its ability to hire and retain suitable
operating, marketing and technical personnel. The competition for qualified
personnel in the biomedical industry is intense and, accordingly, there can be
no assurance that LifeCell will be able to hire or retain necessary personnel.
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LIMITED PUBLIC MARKET FOR COMMON STOCK; POSSIBLE VOLATILITY OF SECURITIES PRICES
Historically, the Common Stock has experienced low trading volumes. The
market price of the Common Stock also has been highly volatile and it may
continue to be highly volatile as has been the case with the securities of other
public biotechnology companies. Factors such as announcements by LifeCell or its
competitors concerning technological innovations, new commercial products or
procedures, proposed government regulations and developments or disputes
relating to patents or proprietary rights may substantially affect the market
price of LifeCell's securities. Changes in the market price of the Common Stock
may bear no relation to LifeCell's actual operational or financial results.
TECHNOLOGICAL CHANGE AND COMPETITION
The biomedical field is undergoing rapid and significant technological
change. LifeCell's success depends upon its ability to develop and commercialize
its technology. There are many companies and academic institutions that are
capable of developing products based on similar technology, and that have
developed and are capable of developing products based on other technologies,
which are or may be competitive with LifeCell's products. Many of those
companies and academic institutions are well-established, have substantially
greater financial and other resources than LifeCell and have established
reputations for success in the development, sale and service of products. These
companies and academic institutions may succeed in developing competing products
that are more effective than LifeCell's products or that receive government
approvals more quickly than LifeCell's products.
AVAILABILITY OF MATERIALS
The Company's business will be dependent on the availability of human
cadaveric skin and cardiovascular tissue to the extent that LifeCell is unable
successfully to develop products using animal tissue. A limited supply of
donated skin is available. Although the Company has established what it believes
to be an adequate source of cadaveric skin to satisfy the expected demand for
AlloDerm, there can be no assurance that the availability of human skin and
cardiovascular tissue will be sufficient to meet LifeCell's demand for such
materials.
UNCERTAINTY OF MARKET ACCEPTANCE
Achieving broad market acceptance for AlloDerm and LifeCell's proposed
products will require substantial additional marketing efforts. There can be no
assurance that AlloDerm or any of LifeCell's proposed products ultimately will
achieve widespread commercial acceptance.
PATENTS AND PROPRIETARY RIGHTS
LifeCell's ability to compete effectively with other companies is materially
dependent upon the proprietary nature of its technologies. LifeCell relies
primarily on patents and trade secrets to protect its technologies. LifeCell
currently has the exclusive right to eight patents through a license agreement
with the Board of Regents of the University of Texas System. In addition,
LifeCell has been issued three patents and has five pending United States patent
applications. There can be no assurance that LifeCell will obtain any additional
key patents or other protection, that the patents currently applied for will be
granted, that existing patents or proprietary rights owned by or licensed to
LifeCell will not be invalidated or that patents will provide significant
commercial benefits. The invalidation of key patents or proprietary rights owned
by or licensed to LifeCell could have a material adverse effect on LifeCell and
on its business prospects.
LifeCell believes that it owns or has the right to use all knowledge
necessary to manufacture and market its current products and planned products
without infringing any existing patent or proprietary rights of others such that
it would be liable for damages or prevented from manufacturing or marketing its
products. No assurances may be given, however, that the Company's patents or
other proprietary rights may not be the subject of an infringement or other
claim that could invalidate to some extent its patents or other rights. Any
successful patent infringement claim relating to any patent could have a
material adverse effect on the Company.
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There can be no assurance that LifeCell will not be required to resort to
litigation to protect its patents or other proprietary rights or that the
Company may be the subject of patent litigation to defend its patents or other
rights against claims of infringement or other intellectual property claims.
Such litigation could result in substantial costs and diversion of resources and
could have a material adverse effect on the Company's financial condition and
results of operations.
LifeCell has also applied for patent protection in several foreign
countries. Because of the differences in patent laws and laws concerning
proprietary rights, the extent of protection provided by United States patents
or proprietary rights owned by or licensed to LifeCell may differ from that of
their foreign counterparts.
LIMITED THIRD-PARTY REIMBURSEMENT
Generally, hospitals, physicians and other health care providers purchase
products, such as the products being sold or developed by LifeCell, for use in
providing care to their patients. These parties typically rely on third-party
payors, including Medicare, Medicaid, private health insurance and managed care
plans, to reimburse all or part of the costs of acquiring those products and
costs associated with the medical procedures performed with those products. Cost
control measures adopted by third-party payors in recent years have had and may
continue to have a significant effect on the purchasing practices of many health
care providers, generally causing them to be more selective in the purchase of
medical products. These and future changes in third-party payor reimbursement
practices regarding the procedures performed with LifeCell's products may
adversely affect LifeCell's business.
PRODUCT LIABILITY AND INSURANCE
The Company's business will expose it to potential product liability risks
which are inherent in the testing, manufacturing and marketing of medical
products. Although the Company has product liability insurance coverage with an
aggregate limit of $5 million, there can be no assurance that such insurance
will provide adequate coverage against potential liabilities or that adequate
product liability insurance will continue to be available in the future or that
it can be maintained on acceptable terms.
SHARES ELIGIBLE FOR FUTURE SALE
Substantially all of the outstanding Common Stock is available for sale in
the public marketplace. There are also outstanding stock options and warrants to
purchase an aggregate of 4,838,334 shares of Common Stock at various exercise
prices per share. The Company has an effective registration statement on Form
S-3 covering the public sale of 2,559,617 shares of its Series A Preferred
Stock, $.001 par value per share (the "Series A Preferred Stock"), issuable upon
the conversion of and as dividends on shares of preferred stock and the exercise
of warrants issued by the Company in a private placement completed during 1994.
No prediction can be made as to the effect, if any, that sales of shares of
Common Stock or the availability of such shares for sale will have on the market
prices prevailing from time to time. The possibility that substantial amounts of
Common Stock may be sold in the public market may adversely affect prevailing
market prices for the Common Stock, and could impair the Company's ability to
raise capital through the sale of its equity securities.
LIMITATION ON THE USE OF NET OPERATING LOSSES AND RESEARCH AND DEVELOPMENT TAX
CREDITS
As of December 31, 1995, LifeCell had accumulated net operating loss ("NOL")
carryforwards for federal income tax purposes of approximately $22 million and
research and development tax credits of approximately $365,000 since its
inception, and may continue to incur NOL carryforwards. United States tax laws
provide for an annual limitation on the use of NOL carryforwards following
certain ownership changes that may occur in connection with the offering of
shares of Common Stock pursuant to this Prospectus and also limit the time
during which NOL and tax credit carryforwards may be applied against future
taxable income and tax liabilities. Accordingly, LifeCell may not be able to
take full advantage of its NOL carryforwards and tax credits for federal income
tax purposes.
DIVIDENDS
LifeCell has not paid a cash dividend to the holders of its Common Stock and
does not anticipate paying cash dividends to the holders of its Common Stock in
the foreseeable future. Under the General
9
<PAGE>
Corporation Law of the State of Delaware, a company's board of directors may
declare and pay dividends only out of surplus or current net profits.
POSSIBLE ANTI-TAKEOVER EFFECTS
LifeCell's Restated Certificate of Incorporation, as amended (the "Restated
Certificate of Incorporation") and Amended and Restated By-laws (the "By-laws")
include a number of provisions that may have the effect of encouraging persons
considering unsolicited tender offers and other unilateral takeover proposals to
negotiate with the Board of Directors rather than pursue non-negotiated takeover
attempts. These provisions include authorized blank check preferred stock, the
denial of cumulative voting, limitation of the persons who may call a special
meeting of the stockholders and advance notice requirement for election to the
Board of Directors. See "Description of Common Stock".
DISPOSAL OF HAZARDOUS MATERIALS
LifeCell's research and development and processing techniques generate waste
that is classified as hazardous by the United States Environmental Protection
Agency and the Texas Natural Resources Commission. LifeCell segregates such
waste and disposes of it through a licensed hazardous waste transporter.
Although LifeCell believes it is currently in compliance in all material
respects with applicable environmental regulations, its failure to comply fully
with any such regulations could result in the imposition of penalties, fines or
sanctions that could have an adverse effect on LifeCell's business.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the shares of
Common Stock offered by the Selling Stockholders hereunder.
10
<PAGE>
SELLING STOCKHOLDERS
Of the 8,775,644 shares of the Company's Common Stock offered hereby,
7,163,316 shares are issuable upon conversion of 124,157 shares of Series B
Preferred Stock and certain warrants to purchase shares of Common Stock which
were issued in an offering completed in November 1996. The remaining 1,612,328
shares of Common Stock include the maximum number of shares of Common Stock that
may be issued upon conversion of the shares of Series B Preferred Stock that may
be issued to the Selling Stockholders as dividends payable on the Series B
Preferred Stock. The following table sets forth the names of the Selling
Stockholders, together with the number of shares of Common Stock of the Company
that may be offered and sold hereby.
<TABLE>
<CAPTION>
BENEFICIAL
OWNERSHIP(1) BENEFICIAL OWNERSHIP(1)
PRIOR TO OFFERING SUBSEQUENT TO OFFERING
------------------ -----------------------
NUMBER OF
SHARES
NAME SHARES PERCENT TO BE SOLD SHARES PERCENT
- -------- ------ ------- ---------- ------ -------
<S> <C> <C> <C> <C> <C>
CIBC Wood Gundy Ventures,
Inc.(2) ........................ 2,456,773(3) 33% 2,456,773(3) --(3) *
425 Lexington Avenue
New York, New York 10017
The Woodlands Venture
Capital Company ................ 719,514(4) 14% 137,096(4) 582,418(4) 5%
2201 Timberloch Place
The Woodlands, Texas 77380
Vector Later-Stage Equity
Fund, L.P.(5) .................. 2,193,547(6) 31% 2,193,547(6) --(6) *
1751 Lake Cook Road,
Suite 350
Deerfield, Illinois 60015
P. William Curreri, M.D.(7) .... 104,115(8) 2% 21,935(8) 82,180(8) 1%
217 Berwyn Drive W, #222
Mobile, Alabama 36608
Smith Barney Inc.,
Custodian,
Christopher C. Kraft, Jr.
Keogh Profit Sharing(9) ........ 99,668(10) 2% 13,709(10) 85,959(10) 1%
14919 Village Elm Street
Houston, Texas 77062
Michael H. Richmond(11) ........ 21,935(12) * 21,935(12) --(12) *
20 E. Wedgewood Glen
The Woodlands, Texas 77381
Stephen Livesey(13) ............ 164,650(14) 3% 13,709(14) 150,941(14) 1%
3606 Research Forest Drive
The Woodlands, Texas 77381
Michael E. Cahr(15) ............ 92,869(16) 2% 27,419(16) 65,450(16) 1%
1051 Saxony Drive
Highland Park, Illinois 60035
Technology Funding Medical
Partners I, L.P. ............. 473,644(17) 9% 137,096(17) 336,548(17) 3%
2000 Alameda de las Pulgas
San Mateo, California 94403
William J. McCluskey ........... 10,200(18) * 10,200(18) --(18) *
25 Wisconsin Street
Long Beach, New York 11561
David Saks ..................... 27,419(19) 1% 27,419(19) --(19) *
2 Knollcliff Road
Woodcliff Lake, New Jersey 07675
11
<PAGE>
Joseph Battipaglia ........... 8,225(20) * 8,225(20) --(20) *
77 Water Street, 10th Floor
New York, New York 10005
S.B.S.F. Biotechnology
Partners, L.P. ............... 54,838(21) 2% 54,838(21) --(21) *
c/o Lisa Tuckerman
Spears, Benzak, Salomon
& Farrell
45 Rockefeller Plaza
33rd Floor
New York, New York 10111
S.B.S.F. Biotechnology Fund,
L.P ........................ 493,547(22) 9% 493,547(22) --(22) *
c/o Lisa Tuckerman
Spears, Benzak, Salomon
& Farrell
45 Rockefeller Plaza
33rd Floor
New York, New York 10111
Jerome Schachter ............. 27,419(23) 1% 27,419(23) --(23) *
2926 Leanne Court
Northbrook, Illinois 60062
Paul B. Ankin and Lois F
Ankin ...................... 13,709(24) * 13,709(24) --(24) *
4233 W. Grove
Skokie, Illinois 60076
David and Mary Jane Harris ... 10,967(25) * 10,967(25) --(25) *
174 Pacific Street, Apt. 2A
Brooklyn, New York 11201
Richard L. Serrano ........... 2,741(26) * 2,741(26) --(26) *
64 Brighton Avenue
Bloomfield, New Jersey 07003
Charles and Donna
Greenberg .................... 82,257(27) 2% 82,257(27) --(27) *
120 Southeast Fifth Avenue
Unit 333
Boca Raton, Florida 33432
Michael Gironta .............. 54,838(28) 1% 54,838(28) --(28) *
89 Ridgewood Avenue
Glen Ridge, New Jersey 07028
Joseph A. Russo .............. 8,500(29) * 8,500(29) --(29) *
3 Midwood Avenue
Verona, New Jersey 07044
John D. Goldberg ............. 17,000(30) * 17,000(30) --(30) *
2500 E. Hallandale Beach
Blvd., Suite 500
Hallandale, Florida 33009-4838
Robert Sablowsky ............. 25,500(31) 1% 25,500(31) --(31) *
150 E. 69th Street, 16-A
New York, New York 10021
William J. Strazzullo ........ 4,386(32) * 4,386(32) --(32) *
750 Columbus Avenue, 4C
New York, New York 10025
12
<PAGE>
Stephen G. Weiss .............. 18,096(33) * 18,096(33) --(33) *
115 Ravin Oaks Lane
Highland Park, Illinois 60035
Barry Richter ................. 13,709(34) * 13,709(34) --(34) *
Tideway
Sandspoint, New York 11050
Chinook Equities, Inc. ........ 27,419(35) 1% 27,419(35) --(35) *
147 E. 48th Street
New York, New York 10017
Daniel and Elaine Kleinberg ... 14,641(36) * 14,641(36) --(36) *
3 Centenniel Road
Livingston, New Jersey 07039
Douglas Kleinberg ............. 13,600(37) * 13,600(37) --(37) *
200 E. 94th Street, Apt. 126
New York, New York 10128
Gruntal & Company, Inc.,
Custodian, Evan Kleinberg
IRA
3 Centenniel Road ............. 8,500(38) * 8,500(38) --(38) *
Livingston, New Jersey 07039
John Latshaw .................. 51,000(39) 1% 51,000(39) --(39) *
5049 Wornall #2C
Kansas City, Missouri 64112
B. Michael Pisani ............. 42,500(40) 1% 42,500(40) --(40) *
44 Lake Road
Short Hills, New Jersey 07078
John Cirrito .................. 13,709(41) * 13,709(41) --(41) *
29 Rambling Drive
Scotch Plains, New Jersey 07076
The James C. Gale Trust ....... 34,000(42) 1% 34,000(42) --(42) *
315 W. 106th Street, Apt. 4A
New York, New York 10025
James C. Gale and Judith S ....
Haselton .................... 85,000(43) 2% 85,000(43) --(43) *
315 W. 106th Street, Apt. 4A
New York, New York 10025
John S. Bai ................... 11,900(44) * 11,900(44) --(44) *
30 W. 61st Street, 27A
New York, New York 10023
Ronald Koenig ................. 17,000(45) * 17,000(45) --(45) *
114 No. Village Way
Jupiter, Florida 33458
Robert M. Adams ............... 85,000(46) 2% 85,000(46) --(46) *
P. O. Box 998
Plandome, New York 11030
Edwards A. Kerbs .............. 17,000(47) * 17,000(47) --(47) *
8 South Cherry Lane
Rumson, New Jersey 07760
13
<PAGE>
Gruntal & Co., Inc.,
Custodian, Bernard B ........
Salzman IRA ................. 3,015(48) * 3,015(48) --(48) *
20 S. Charles Street
Baltimore, Maryland 21201
Don A. Sanders .............. 34,000(49) 1% 34,000(49) --(49) *
3100 Texas Commerce Tower
Houston, Texas 77002
Jeffrey Keeler .............. 4,770(50) * 4,770(50) --(50) *
577 W. 50th Street
Miami Beach, Florida 33140
Harbour Court L.P., II ...... 13,709(51) * 13,709(51) --(51) *
253 W. 73rd St., Apt. 6D
New York, New York 10023
Namax Corp. ................. 109,677(52) 2% 109,677(52) --(52) *
666 Dundee Road, Suite 1801
Northbrook, Illinois 60062
Sheldon Drobny .............. 27,419(53) 1% 27,419(53) --(53) *
95 Revere Drive, Suite A
Northbrook, Illinois 60062
Perry H. Bacon .............. 34,000(54) 1% 34,000(54) --(54) *
5300 Mission Woods Road
Shawnee Mission, Kansas 66205
James J. Pelts .............. 27,419(55) 1% 27,419(55) --(55) *
29 E. Madison St., Suite 1505
Chicago, Illinois 60602
Robert Weinstein ............ 11,900(56) * 11,900(56) --(56) *
155 W. 68th Street, 24C
New York, New York 10023
The Marcus L. Koblitz Trust
12 Downey Drive ............. 1,370(57) * 1,370(57) --(57) *
Tenafly, New Jersey 07670
The Lauren J. Koblitz Trust
12 Downey Drive ............. 1,370(58) * 1,370(58) --(58) *
Tenafly, New Jersey 07670
Pharmaceutical & Medical
Technology Fund ........... 164,515(59) 3% 164,515(59) --(59) *
300 Park Avenue
New York, New York 10022
Strategic Healthcare Fund ... 54,838(60) 1% 54,838(60) --(60) *
300 Park Avenue
New York, New York 10022
Michael J. Koblitz .......... 2,741(61) * 2,741(61) --(61) *
12 Downey Drive
Tenafly, New Jersey 07670
Gruntal & Co., Incorporated . 354,734(62) 7% 354,734(62) --(62) *
717 Fifth Avenue, Floor 12A
New York, New York 10022
</TABLE>
- ------------
*Less than 1%.
14
<PAGE>
(1) Each beneficial owner's percentage ownership is determined by assuming that
options, warrants and other convertible securities that are held by such
person (but not those held by any other person) and that are exercisable or
convertible within 60 days have been exercised or converted. Unless
otherwise noted, the Company believes that all persons named in the above
table have sole voting and investment power with respect to all shares of
Common Stock beneficially owned by them.
(2) Lori Koffman, a director of the Company, is a managing director of the
Selling Stockholder.
(3) Includes 2,456,773 shares of Common Stock issuable upon conversion of shares
of Series B Preferred Stock and exercise of a warrant, but excludes a
maximum of 590,967 shares of Common Stock that may be issuable to such
Selling Stockholder upon conversion of the maximum number of shares of
Series B Preferred Stock that may be issued as dividends payable on the
shares of Series B Preferred Stock held by such Selling Stockholder.
(4) Includes 137,096 shares of Common Stock issuable upon conversion of shares
of Series B Preferred Stock and exercise of a warrant, but excludes a
maximum of 32,612 shares of Common Stock that may be issuable to such
Selling Stockholder upon conversion of the maximum number of shares of
Series B Preferred Stock that may be issued as dividends payable on the
shares of Series B Preferred Stock held by such Selling Stockholder. Also
includes 100,350 shares of Common Stock issuable upon conversion of shares
of Series A Preferred Stock held by such Selling Stockholder.
(5) K. Flynn McDonald, a director of the Company, is the vice president of
Vector Fund Management, L.P., the general partner of the Selling
Stockholder.
(6) Includes 2,193,547 shares of Common Stock issuable upon conversion of shares
of Series B Preferred Stock and exercise of a warrant, but excludes a
maximum of 527,612 shares of Common Stock that may be issuable to such
Selling Stockholder upon conversion of the maximum number of shares of
Series B Preferred Stock that may be issued as dividends payable on the
shares of Series B Preferred Stock held by such Selling Stockholder.
(7) From October 1992 to November 18, 1996, P. William Curreri, M.D. was a
director of the Company.
(8) Includes 21,935 shares of Common Stock issuable upon conversion of shares of
Series B Preferred Stock and exercise of a warrant, but excludes a maximum
of 4,806 shares of Common Stock that may be issuable to such Selling
Stockholder upon conversion of the maximum number of shares of Series B
Preferred Stock that may be issued as dividends payable on the shares of
Series B Preferred Stock held by such Selling Stockholder. Also includes
60,000 shares of Common Stock issuable pursuant to the exercise of stock
options, 8,362 shares of Common Stock issuable upon conversion of shares of
Series A Preferred Stock held by such Selling Stockholder and 5,000 shares
of Common Stock issuable upon exercise of a warrant held by Strategem of
Alabama, Inc., of which the Selling Stockholder is an affiliate.
(9) From January 1987 to November 18, 1996, Christopher C. Kraft, Jr., a
beneficiary of this plan, was a director of the Company.
(10)Includes 13,709 shares of Common Stock issuable upon conversion of shares of
Series B Preferred Stock and exercise of a warrant, but excludes a maximum
of 2,870 shares of Common Stock that may be issuable to such Selling
Stockholder upon conversion of the maximum number of shares of Series B
Preferred Stock that may be issued as dividends payable on the shares of
Series B Preferred Stock held by such Selling Stockholder. Also includes
8,362 shares of Common Stock issuable upon conversion of shares of Series A
Preferred Stock held by such Selling Stockholder. Christopher C. Kraft, Jr.
is a beneficiary of this plan and because of such relationship may be deemed
to be the beneficial owner of such shares. Dr. Kraft holds directly 12,597
shares of Common Stock and also beneficially owns 65,000 shares of Common
Stock underlying stock options.
(11)Michael H. Richmond is the president of the Woodlands Venture Capital
Company, a principal stockholder of the Company.
(12)Includes 21,935 shares of Common Stock issuable upon conversion of shares of
Series B Preferred Stock and exercise of a warrant, but excludes a maximum
of 4,806 shares of Common Stock that may be issuable to such Selling
Stockholder upon conversion of the maximum number of shares of Series B
Preferred Stock that may be issued as dividends payable on the shares of
Series B Preferred Stock held by such Selling Stockholder.
(13)Stephen Livesey is Executive Vice President, Chief Scientific Officer and a
director of the Company.
(14)Includes 13,709 shares of Common Stock issuable upon conversion of shares of
Series B Preferred Stock and exercise of a warrant, but excludes a maximum
of 2,870 shares of Common Stock that may be issuable to such Selling
Stockholder upon conversion of the maximum number of shares of Series B
Preferred Stock that may be issued as dividends payable on the shares of
Series B Preferred Stock held by such Selling Stockholder. Also includes
50,000 shares of Common Stock issuable pursuant to the exercise of stock
options granted to such Selling Stockholder under the Company's Second
Amended and Restated 1992 Stock Option Plan, as amended.
(15)Michael E. Cahr is a director of the Company.
(16)Includes 27,419 shares of Common Stock issuable upon conversion of shares of
Series B Preferred Stock and exercise of a warrant, but excludes a maximum
of 2,870 shares of Common Stock that may be issuable to such Selling
Stockholder upon conversion of the maximum number of shares of Series B
Preferred Stock that may be issued as dividends payable on the shares of
Series B Preferred Stock held by such Selling Stockholder. Also includes
65,000 shares of Common Stock issuable pursuant to the exercise of options
granted to such Selling Stockholder under the Company's Second Amended and
Restated 1993 Non-Employee Director Stock Option Plan.
(17)Includes 137,096 shares of Common Stock issuable upon conversion of shares
of Series B Preferred Stock and exercise of a warrant, but excludes a
maximum of 32,612 shares of
15
<PAGE>
Common Stock that may be issuable to such Selling Stockholder upon
conversion of the masimum number of shares of Series B Preferred Stock that
may be issued as dividends payable on the shares of Series B Preferred Stock
held by such Selling Stockholder. Also includes 83,625 shares of Common
Stock issuable upon conversion of shares of Series A Preferred Stock and
252,923 shares of Common Stock held by Technology Funding Partners III, L.P,
a principal stockholder of the Company. Technology Funding Inc. and
Technology Funding Ltd. are co-managing general partners of such Selling
Stockholder and of Technology Funding Partners III, L.P. Because of such
relationship, the Selling Stockholder may be deemed to be the beneficial
owner of the shares of Common Stock beneficially owned by Technology
Partners III, L.P.
(18)Includes 10,200 shares of Common Stock issuable upon conversion of shares of
Series B Preferred Stock and exercise of a warrant, but excludes a maximum
of 2,096 shares of Common Stock that may be issuable to such Selling
Stockholder upon conversion of the maximum number of shares of Series B
Preferred Stock that may be issued as dividends payable on the shares of
Series B Preferred Stock held by such Selling Stockholder.
(19)Includes 27,419 shares of Common Stock issuable upon conversion of shares of
Series B Preferred Stock and exercise of a warrant, but excludes a maximum
of 6,161 shares of Common Stock that may be issuable to such Selling
Stockholder upon conversion of the maximum number of shares of Series B
Preferred Stock that may be issued as dividends payable on the shares of
Series B Preferred Stock held by such Selling Stockholder.
(20)Includes 8,225 shares of Common Stock issuable upon conversion of shares of
Series B Preferred Stock and exercise of a warrant, but excludes a maximum
of 1,419 shares of Common Stock that may be issuable to such Selling
Stockholder upon conversion of the maximum number of shares of Series B
Preferred Stock that may be issued as dividends payable on the shares of
Series B Preferred Stock held by such Selling Stockholder.
(21)Includes 54,838 shares of Common Stock issuable upon conversion of shares of
Series B Preferred Stock and exercise of a warrant, but excludes a maximum
of 12,709 shares of Common Stock that may be issuable to such Selling
Stockholder upon conversion of the maximum number of shares of Series B
Preferred Stock that may be issued as dividends payable on the shares of
Series B Preferred Stock held by such Selling Stockholder.
(22)Includes 493,547 shares of Common Stock issuable upon conversion of shares
of Series B Preferred Stock and exercise of a warrant, but excludes a
maximum of 118,290 shares of Common Stock that may be issuable to such
Selling Stockholder upon conversion of the maximum number of shares of
Series B Preferred Stock that may be issued as dividends payable on the
shares of Series B Preferred Stock held by such Selling Stockholder.
(23)Includes 27,419 shares of Common Stock issuable upon conversion of shares of
Series B Preferred Stock and exercise of a warrant, but excludes a maximum
of 6,161 shares of Common Stock that may be issuable to such Selling
Stockholder upon conversion of the maximum number of shares of Series B
Preferred Stock that may be issued as dividends payable on the shares of
Series B Preferred Stock held by such Selling Stockholder.
(24)Includes 13,709 shares of Common Stock issuable upon conversion of shares of
Series B Preferred Stock and exercise of a warrant, but excludes a maximum
of 2,870 shares of Common Stock that may be issuable to such Selling
Stockholder upon conversion of the maximum number of shares of Series B
Preferred Stock that may be issued as dividends payable on the shares of
Series B Preferred Stock held by such Selling Stockholder.
(25)Includes 10,967 shares of Common Stock issuable upon conversion of shares of
Series B Preferred Stock and exercise of a warrant, but excludes a maximum
of 2,161 shares of Common Stock that may be issuable to such Selling
Stockholder upon conversion of the maximum number of shares of Series B
Preferred Stock that may be issued as dividends payable on the shares of
Series B Preferred Stock held by such Selling Stockholder.
(26)Includes 2,741 shares of Common Stock issuable upon conversion of shares of
Series B Preferred Stock and exercise of a warrant, but excludes a maximum
of 96 shares of Common Stock that may be issuable to such Selling
Stockholder upon conversion of the maximum number of shares of Series B
Preferred Stock that may be issued as dividends payable on the shares of
Series B Preferred Stock held by such Selling Stockholder.
(27)Includes 82,257 shares of Common Stock issuable upon conversion of shares of
Series B Preferred Stock and exercise of a warrant, but excludes a maximum
of 19,419 shares of Common Stock that may be issuable to such Selling
Stockholder upon conversion of the maximum number of shares of Series B
Preferred Stock that may be issued as dividends payable on the shares of
Series B Preferred Stock held by such Selling Stockholder.
(28)Includes 54,838 shares of Common Stock issuable upon conversion of shares of
Series B Preferred Stock and exercise of a warrant, but excludes a maximum
of 12,709 shares of Common Stock that may be issuable to such Selling
Stockholder upon conversion of the maximum number of shares of Series B
Preferred Stock that may be issued as dividends payable on the shares of
Series B Preferred Stock held by such Selling Stockholder.
(29)Includes 8,500 shares of Common Stock issuable upon conversion of shares of
Series B Preferred Stock and exercise of a warrant, but excludes a maximum
of 1,451 shares of Common Stock that may be issuable to such Selling
Stockholder upon conversion of the maximum number of shares of Series B
Preferred Stock that may be issued as dividends payable on the shares of
Series B Preferred Stock held by such Selling Stockholder.
(30)Includes 17,000 shares of Common Stock issuable upon conversion of shares of
Series B Preferred Stock and exercise of a warrant, but excludes a maximum
of 3,645 shares of Common Stock that may be issuable to such Selling
Stockholder upon conversion of the maximum number of shares of Series B
Preferred Stock that may be issued as dividends payable on the shares of
Series B Preferred Stock held by such Selling Stockholder.
(31)Includes 25,500 shares of Common Stock issuable upon conversion of shares of
Series B Preferred Stock and exercise of a warrant, but excludes a maximum
of 5,709 shares of Common Stock that may be issuable to such Selling
Stockholder upon conversion of the maximum number of shares of Series B
Preferred Stock that may be issued as dividends payable on the shares of
Series B Preferred Stock held by such Selling Stockholder.
(32)Includes 4,386 shares of Common Stock issuable upon conversion of shares of
Series B Preferred Stock and exercise of a warrant, but excludes a maximum
of 677 shares of Common Stock
16
<PAGE>
that may be issuable to such Selling Stockholder upon conversion of the
maximum number of shares of Series B Preferred Stock that may be issued as
dividends payable on the shares of Series B Preferred Stock held by such
Selling Stockholder.
(33)Includes 18,096 shares of Common Stock issuable upon conversion of shares of
Series B Preferred Stock and exercise of a warrant, but excludes a maximum
of 3,935 shares of Common Stock that may be issuable to such Selling
Stockholder upon conversion of the maximum number of shares of Series B
Preferred Stock that may be issued as dividends payable on the shares of
Series B Preferred Stock held by such Selling Stockholder.
(34)Includes 13,709 shares of Common Stock issuable upon conversion of shares of
Series B Preferred Stock and exercise of a warrant, but excludes a maximum
of 2,870 shares of Common Stock that may be issuable to such Selling
Stockholder upon conversion of the maximum number of shares of Series B
Preferred Stock that may be issued as dividends payable on the shares of
Series B Preferred Stock held by such Selling Stockholder.
(35)Includes 27,419 shares of Common Stock issuable upon conversion of shares of
Series B Preferred Stock and exercise of a warrant, but excludes a maximum
of 6,161 shares of Common Stock that may be issuable to such Selling
Stockholder upon conversion of the maximum number of shares of Series B
Preferred Stock that may be issued as dividends payable on the shares of
Series B Preferred Stock held by such Selling Stockholder.
(36)Includes 14,641 shares of Common Stock issuable upon conversion of shares of
Series B Preferred Stock and exercise of a warrant, but excludes a maximum
of 3,129 shares of Common Stock that may be issuable to such Selling
Stockholder upon conversion of the maximum number of shares of Series B
Preferred Stock that may be issued as dividends payable on the shares of
Series B Preferred Stock held by such Selling Stockholder.
(37)Includes 13,600 shares of Common Stock issuable upon conversion of shares of
Series B Preferred Stock and exercise of a warrant, but excludes a maximum
of 2,870 shares of Common Stock that may be issuable to such Selling
Stockholder upon conversion of the maximum number of shares of Series B
Preferred Stock that may be issued as dividends payable on the shares of
Series B Preferred Stock held by such Selling Stockholder.
(38)Includes 8,500 shares of Common Stock issuable upon conversion of shares of
Series B Preferred Stock and exercise of a warrant, but excludes a maximum
of 1,451 shares of Common Stock that may be issuable to such Selling
Stockholder upon conversion of the maximum number of shares of Series B
Preferred Stock that may be issued as dividends payable on the shares of
Series B Preferred Stock held by such Selling Stockholder.
(39)Includes 51,000 shares of Common Stock issuable upon conversion of shares of
Series B Preferred Stock and exercise of a warrant, but excludes a maximum
of 11,903 shares of Common Stock that may be issuable to such Selling
Stockholder upon conversion of the maximum number of shares of Series B
Preferred Stock that may be issued as dividends payable on the shares of
Series B Preferred Stock held by such Selling Stockholder.
(40)Includes 42,500 shares of Common Stock issuable upon conversion of shares of
Series B Preferred Stock and exercise of a warrant, but excludes a maximum
of 9,903 shares of Common Stock that may be issuable to such Selling
Stockholder upon conversion of the maximum number of shares of Series B
Preferred Stock that may be issued as dividends payable on the shares of
Series B Preferred Stock held by such Selling Stockholder.
(41)Includes 13,709 shares of Common Stock issuable upon conversion of shares of
Series B Preferred Stock and exercise of a warrant, but excludes a maximum
of 2,870 shares of Common Stock that may be issuable to such Selling
Stockholder upon conversion of the maximum number of shares of Series B
Preferred Stock that may be issued as dividends payable on the shares of
Series B Preferred Stock held by such Selling Stockholder.
(42)Includes 34,000 shares of Common Stock issuable upon conversion of shares of
Series B Preferred Stock and exercise of a warrant, but excludes a maximum
of 7,806 shares of Common Stock that may be issuable to such Selling
Stockholder upon conversion of the maximum number of shares of Series B
Preferred Stock that may be issued as dividends payable on the shares of
Series B Preferred Stock held by such Selling Stockholder.
(43)Includes 85,000 shares of Common Stock issuable upon conversion of shares of
Series B Preferred Stock and exercise of a warrant, but excludes a maximum
of 20,032 shares of Common Stock that may be issuable to such Selling
Stockholder upon conversion of the maximum number of shares of Series B
Preferred Stock that may be issued as dividends payable on the shares of
Series B Preferred Stock held by such Selling Stockholder.
(44)Includes 11,900 shares of Common Stock issuable upon conversion of shares of
Series B Preferred Stock and exercise of a warrant, but excludes a maximum
of 2,419 shares of Common Stock that may be issuable to such Selling
Stockholder upon conversion of the maximum number of shares of Series B
Preferred Stock that may be issued as dividends payable on the shares of
Series B Preferred Stock held by such Selling Stockholder.
(45)Includes 17,000 shares of Common Stock issuable upon conversion of shares of
Series B Preferred Stock and exercise of a warrant, but excludes a maximum
of 3,645 shares of Common Stock that may be issuable to such Selling
Stockholder upon conversion of the maximum number of shares of Series B
Preferred Stock that may be issued as dividends payable on the shares of
Series B Preferred Stock held by such Selling Stockholder.
(46)Includes 85,000 shares of Common Stock issuable upon conversion of shares of
Series B Preferred Stock and exercise of a warrant, but excludes a maximum
of 20,032 shares of Common Stock that may be issuable to such Selling
Stockholder upon conversion of the maximum number of shares of Series B
Preferred Stock that may be issued as dividends payable on the shares of
Series B Preferred Stock held by such Selling Stockholder.
(47)Includes 17,000 shares of Common Stock issuable upon conversion of shares of
Series B Preferred Stock and exercise of a warrant, but excludes a maximum
of 3,645 shares of Common Stock that may be issuable to such Selling
Stockholder upon conversion of the maximum number of shares of Series B
Preferred Stock that may be issued as dividends payable on the shares of
Series B Preferred Stock held by such Selling Stockholder.
17
<PAGE>
(48)Includes 3,015 shares of Common Stock issuable upon conversion of shares of
Series B Preferred Stock and exercise of a warrant, but excludes a maximum
of 96 shares of Common Stock that may be issuable to such Selling
Stockholder upon conversion of the maximum number of shares of Series B
Preferred Stock that may be issued as dividends payable on the shares of
Series B Preferred Stock held by such Selling Stockholder.
(49)Includes 34,000 shares of Common Stock issuable upon conversion of shares of
Series B Preferred Stock and exercise of a warrant, but excludes a maximum
of 7,806 shares of Common Stock that may be issuable to such Selling
Stockholder upon conversion of the maximum number of shares of Series B
Preferred Stock that may be issued as dividends payable on the shares of
Series B Preferred Stock held by such Selling Stockholder.
(50)Includes 4,770 shares of Common Stock issuable upon conversion of shares of
Series B Preferred Stock and exercise of a warrant, but excludes a maximum
of 774 shares of Common Stock that may be issuable to such Selling
Stockholder upon conversion of the maximum number of shares of Series B
Preferred Stock that may be issued as dividends payable on the shares of
Series B Preferred Stock held by such Selling Stockholder.
(51)Includes 13,709 shares of Common Stock issuable upon conversion of shares of
Series B Preferred Stock and exercise of a warrant, but excludes a maximum
of 2,870 shares of Common Stock that may be issuable to such Selling
Stockholder upon conversion of the maximum number of shares of Series B
Preferred Stock that may be issued as dividends payable on the shares of
Series B Preferred Stock held by such Selling Stockholder.
(52)Includes 109,677 shares of Common Stock issuable upon conversion of shares
of Series B Preferred Stock and exercise of a warrant, but excludes a
maximum of 26,000 shares of Common Stock that may be issuable to such
Stockholder upon conversion of the maximum number of shares of Series B
Preferred Stock that may be issued as dividends payable on the shares of
Series B Preferred Stock held by such Selling Stockholder.
(53)Includes 27,419 shares of Common Stock issuable upon conversion of shares of
Series B Preferred Stock and exercise of a warrant, but excludes a maximum
of 6,161 shares of Common Stock that may be issuable to such Selling
Stockholder upon conversion of the maximum number of shares of Series B
Preferred Stock that may be issued as dividends payable on the shares of
Series B Preferred Stock held by such Selling Stockholder.
(54)Includes 34,000 shares of Common Stock issuable upon conversion of shares of
Series B Preferred Stock and exercise of a warrant, but excludes a maximum
of 7,806 shares of Common Stock that may be issuable to such Selling
Stockholder upon conversion of the maximum number of shares of Series B
Preferred Stock that may be issued as dividends payable on the shares of
Series B Preferred Stock held by such Selling Stockholder.
(55)Includes 27,419 shares of Common Stock issuable upon conversion of shares of
Series B Preferred Stock and exercise of a warrant, but excludes a maximum
of 6,161 shares of Common Stock that may be issuable to such Selling
Stockholder upon conversion of the maximum number of shares of Series B
Preferred Stock that may be issued as dividends payable on the shares of
Series B Preferred Stock held by such Selling Stockholder.
(56)Includes 11,900 shares of Common Stock issuable upon conversion of shares of
Series B Preferred Stock and exercise of a warrant, but excludes a maximum
of 2,419 shares of Common Stock that may be issuable to such Selling
Stockholder upon conversion of the maximum number of shares of Series B
Preferred Stock that may be issued as dividends payable on the shares of
Series B Preferred Stock held by such Selling Stockholder.
(57)Includes 1,370 shares of Common Stock issuable upon conversion of shares of
Series B Preferred Stock and exercise of a warrant.
(58)Includes 1,370 shares of Common Stock issuable upon conversion of shares of
Series B Preferred Stock and exercise of a warrant.
(59)Includes 164,515 shares of Common Stock issuable upon conversion of shares
of Series B Preferred Stock and exercise of a warrant, but excludes a
maximum of 39,161 shares of Common Stock that may be issuable to such
Stockholder upon conversion of the maximum number of shares of Series B
Preferred Stock that may be issued as dividends payable on the shares of
Series B Preferred Stock held by such Selling Stockholder.
(60)Includes 54,838 shares of Common Stock issuable upon conversion of shares of
Series B Preferred Stock and exercise of a warrant, but excludes a maximum
of 12,709 shares of Common Stock that may be issuable to such Selling
Stockholder upon conversion of the maximum number of shares of Series B
Preferred Stock that may be issued as dividends payable on the shares of
Series B Preferred Stock held by such Selling Stockholder.
(61)Includes 2,741 shares of Common Stock issuable upon conversion of shares of
Series B Preferred Stock and exercise of a warrant, but excludes a maximum
of 96 shares of Common Stock that may be issuable to such Selling
Stockholder upon conversion of the maximum number of shares of Series B
Preferred Stock that may be issued as dividends payable on the shares of
Series B Preferred Stock held by such Selling Stockholder.
(62)Includes 354,734 shares of Common Stock issuable upon exercise of a warrant.
18
<PAGE>
DESCRIPTION OF COMMON STOCK
AUTHORIZED AND OUTSTANDING CAPITAL STOCK
LifeCell is authorized by the Restated Certificate of Incorporation to issue
25,000,000 shares of Common Stock and 2,000,000 shares of preferred stock, $.001
par value per share ("Preferred Stock"). At the date of this Prospectus, there
were 4,923,694 shares of Common Stock issued and outstanding, 260,000 shares of
Preferred Stock designated as Series A Preferred Stock issued and outstanding
and 124,157 shares of Preferred Stock designated as Series B Preferred Stock
issued and outstanding. In addition, there was an aggregate of approximately
11,561,501 shares of Common Stock reserved for issuance upon conversion of the
Series A Preferred Stock and the Series B Preferred Stock, upon exercise of
outstanding warrants and options, under director and employee benefit plans, and
an additional number of shares of Common Stock as may be issued upon payment of
dividends on the Series A Preferred Stock, upon conversion of shares of Series B
Preferred Stock that may be issued as dividends on the Series B Preferred Stock
and pursuant to other rights to acquire Common Stock.
Holders of Common Stock are entitled to receive such dividends as are
declared by the Board of Directors and to share ratably in assets available for
distribution to holders of the Common Stock upon any liquidation. Each share of
Common Stock entitles the holder thereof to one vote on all matters submitted to
a vote of the stockholders of the Company. Holders of Common Stock have no
preemptive rights and no right to cumulate votes. Except as otherwise required
by law or the provisions of the Restated Certificate of Incorporation, the
holders of shares of Common Stock are not entitled to vote separately as a class
on any matter submitted to a vote of the stockholders of the Company.
CERTAIN ANTI-TAKEOVER EFFECTS OF CERTAIN PROVISIONS OF THE RESTATED CERTIFICATE
OF INCORPORATION, BY-LAWS AND DELAWARE GENERAL CORPORATION LAW
The Restated Certificate of Incorporation and By-laws contain certain
provisions that could make more difficult the acquisition of the Company by
means of a tender or exchange offer, a proxy contest or otherwise. The
description of such provisions set forth below is intended only as a summary and
is qualified in its entirety by reference to the Restated Certificate of
Incorporation and the By-laws, each of which is filed as an exhibit to the
Registration Statement of which this Prospectus forms a part. See "Risk
Factors--Possible Anti-Takeover Effects".
PREFERRED STOCK. The Restated Certificate of Incorporation authorizes the
Board of Directors to establish one or more series of Preferred Stock and to
determine, with respect to any series of Preferred Stock, the terms and rights
of such series. The Company believes that the ability of the Board of Directors
to issue one or more series of Preferred Stock will provide the Company with
flexibility in structuring possible future financing and acquisitions and in
meeting other corporate needs that may arise. The authorized shares of Preferred
Stock, as well as shares of Common Stock, will be available for issuance without
further action by the Company's stockholders, unless such action is required by
the Restated Certificate of Incorporation, applicable laws or the rules of any
stock exchange or automated quotation system on which the Company's securities
may be listed or traded.
Although the Board of Directors has no intention at the present time of
doing so, it could issue a series of Preferred Stock that could, depending on
the terms of such series, impede the completion of a merger, tender offer or
other takeover attempt. The Board of Directors will make any determination to
issue such shares based on its judgment as to the best interests of the Company
and its stockholders. The Board of Directors, in so acting, could issue
Preferred Stock having terms that could discourage an acquisition attempt
through which an acquiror may be otherwise able to change the composition of the
Board of Directors, including a tender or exchange offer or other transaction
that some, or a majority, of the Company's stockholders might believe to be in
their best interests or in which stockholders might receive a premium for their
stock over the then current market price of such stock.
SPECIAL MEETING OF STOCKHOLDERS. The By-laws provide that special meetings
of stockholders may be called only by the President or the Board of Directors.
Such provisions, together with the other anti-takeover provisions described
herein, also could have the effect of discouraging a third party from initiating
a proxy contest, making a tender or exchange offer or otherwise attempting to
obtain control of the Company.
19
<PAGE>
NOTICE PROCEDURES. The By-Laws provide that stockholder election of
directors may be conducted only at annual meetings of stockholders and establish
advance notice procedures with regard to stockholder proposals relating to the
nomination of candidates for election as director. These procedures provide that
notice of such stockholder proposals must be timely, notice must be received at
the principal executive offices of the Company not less than 60 days nor more
than 90 days prior to an annual meeting. The notice must contain certain
information specified in the By-Laws.
DELAWARE ANTI-TAKEOVER LAW. Under Section 203 of the Delaware General
Corporation Law (the "Delaware anti-takeover law"), certain "business
combinations" between a Delaware corporation whose stock generally is publicly
traded or held of record by more than 2,000 stockholders and an "interested
stockholder" are prohibited for a three-year period following the date that such
stockholder became an interested stockholder, unless (i) the corporation has
elected in its certificate of incorporation or bylaws not to be governed by the
Delaware anti-takeover law (the Company has not made such an election), (ii)
either the business combination or the transaction that resulted in the
stockholder becoming an interested stockholder was approved by the board of
directors of the corporation before the other party to the business combination
became an interested stockholder, (iii) upon consummation of the transaction
that made it an interested stockholder, the interested stockholder owned at
least 85% of the voting stock of the corporation outstanding at the commencement
of the transaction (excluding voting stock owned by directors who are also
officers or held in employee stock plans in which the employees do not have a
right to determine confidentially whether to tender or vote stock held by the
plan), or (iv) the business combination was approved by the board of directors
of the corporation and ratified by 66 2/3% of the voting stock which the
interested stockholder did not own. The three-year prohibition does not apply to
certain business combinations proposed by an interested stockholder following
the announcement or notification of certain extraordinary transactions involving
the corporation and a person who had not been an interested stockholder during
the previous three years or who became an interested stockholder with the
approval of a majority of the corporation's directors. The term "business
combination" is defined generally to include mergers or consolidations between a
Delaware corporation and an interested stockholder, transactions with an
interested stockholder involving the assets or stock of the corporations or its
majority-owned subsidiaries and transactions which increase an interested
stockholder's percentage ownership of stock. The term "interested stockholder"
is defined generally as a stockholder who becomes the beneficial owner of 15% or
more of a Delaware corporation's voting stock. Section 203 could have the effect
of delaying, deferring or preventing a change in control of the Company.
LIMITATION ON DIRECTORS' LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Restated Certificate of Incorporation provides that a director of the
Company shall not be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Company or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware General Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit. The Company is required to
indemnify any director who, as the result of his acting as a director of the
Company, was or is a party or is threatened to be made a party to any
threatened, pending or contemplated action, suit or proceeding, whether civil,
criminal, administrative or investigative, to the full extent permitted by
Delaware law.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company 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.
20
<PAGE>
PLAN OF DISTRIBUTION
The 8,775,644 shares of Common Stock offered hereby are being offered for
the account of certain stockholders of the Company named under the heading
"Selling Stockholders".
Sales of shares of Common Stock by the Selling Stockholders may be made from
time to time in the over-the-counter market, on any stock exchange on which the
Common Stock may be listed at the time of sale, in private transactions or
pursuant to underwriting agreements at prices related to prices then prevailing
involving payment of customary commissions or discounts. On January 13, 1997,
the average of the high and low prices of the Common Stock, as reported by The
Nasdaq Stock Market was $4.78 per share.
LEGAL MATTERS
Certain legal matters with respect to the Common Stock are being passed upon
for the Company by Fulbright & Jaworski L.L.P., Houston, Texas, counsel to the
Company.
EXPERTS
The financial statements incorporated by reference in this Prospectus have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
giving said report.
21
<PAGE>
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH 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
PAGE
----
Additional Information .................................................... 2
Prospectus Summary ........................................................ 4
Risk Factors .............................................................. 5
Use of Proceeds ........................................................... 10
Selling Stockholders ...................................................... 11
Description of Capital Stock .............................................. 19
Plan of Distribution ...................................................... 21
Legal Matters ............................................................. 21
Experts ................................................................... 21
8,775,644 SHARES
LIFECELL
CORPORATION
COMMON STOCK
PROSPECTUS
JANUARY , 1997
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses solely in connection with the proposed sale of the
8,775,644 shares of Common Stock offered by the Selling Stockholders hereby
are:
Securities and Exchange Commission Registration Fee...... $ 12,712
Nasdaq Listing Fees...................................... 17,500
Accounting Fees and Expenses............................. 10,000
Legal Fees and Expenses.................................. 12,000
Printing Expenses........................................ 800
Miscellaneous............................................ 988
----------
TOTAL $ 54,000
==========
All of such expenses are being paid by the company.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article X of 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 are 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 in
which they reasonably believed to be, or not opposed to, the best interest of
the Registrant, and with respect to any criminal action, they had no reasonable
cause to believe their conduct was unlawful. With respect to suits by or in the
right of the Registrant, however, indemnification is generally 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.
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 statute.
II-1
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(A) EXHIBITS:
EXHIBIT NO. DESCRIPTION
4.1 Restated Certificate of Incorporation, as amended (incorporated
by reference to Exhibit 4.1 to the Registrant's Current Report
on Form 8-K dated November 18, 1996).
4.2 Amended and Restated By-laws (incorporated by reference to
Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q
for the period ended June 30, 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
hereto).
24.1* Power of Attorney (contained on page II-4 hereto).
- ------------
* Filed herewith.
As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the Company has
not filed with this Registration Statement certain instruments defining the
rights of holders of long-term debt of the Company and its subsidiaries because
the total amount of securities authorized under any of such instruments does not
exceed 10% of the total assets of the Company and its subsidiaries on a
consolidated basis. The Company agrees to furnish a copy of any such agreement
to the Commission upon request.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes that:
(1) For the purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4), or 497(h) under the Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus 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.
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 Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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 the 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 high end of the
estimated maximum
II-2
<PAGE>
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 and
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 the Registration
Statement or any material change to such information in the
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 as contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement.
(2) That, for the purpose of determining any liability under the 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.
(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 Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of any employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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.
Insofar as indemnification for liabilities arising under the 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 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 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 Houston, State of Texas, on January 21, 1997.
LIFECELL CORPORATION
By: /s/ PAUL M. FRISON
PAUL M. FRISON
CHAIRMAN OF THE BOARD, PRESIDENT
AND CHIEF EXECUTIVE OFFICER
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Paul M. Frison 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 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 intends and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 21st day of January, 1997.
SIGNATURE TITLE
--------- -----
/s/ PAUL M. FRISON Chairman of the Board, President
PAUL M. FRISON and Chief Executive Officer
(Principal Executive, Financial
and Accounting Officer)
/s/ MICHAEL E. CAHR Director
MICHAEL E. CAHR
/s/ JAMES G. FOSTER Director
JAMES G. FOSTER
/s/ LORI KOFFMAN Director
LORI KOFFMAN
/s/ STEPHEN A. LIVESEY Director
STEPHEN A. LIVESEY
/s/ K. FLYNN MCDONALD Director
K. FLYNN MCDONALD
II-4
[LETTERHEAD OF FULBRIGHT & JAWORSKI LLP]
January 21, 1997
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 proposed offering by certain
stockholders of the Company (the "Selling Stockholders") of an aggregate of
8,775,644 shares (the "Shares") of common stock, $.001 par value per share (the
"Common Stock"), of the Company, which Shares (i) are issuable upon conversion
of the Company's Series B Preferred Stock, $.001 par value per share (the
"Series B Preferred Stock), (ii) are issuable upon exercise of certain warrants
to purchase shares of Common Stock (the "Warrants") or (iii) may be issued upon
conversion of the shares of Series B Preferred Stock that may be issued as
dividends on the shares of Series B Preferred Stock.
In connection therewith, we have examined, among other things, the
Restated Certificate of Incorporation, as amended, of the Company (the
"Certificate") and the Amended and Restated By-laws of the Company, the
corporate proceedings with respect to the proposed offering of the Shares and
the Registration Statement on Form S-3 to be filed by the Company with the
Securities and Exchange Commission for the registration of the Shares under the
Securities Act of 1933 (the Registration Statement, as amended at the time when
it becomes effective, being herein referred to as the "Registration Statement").
Based on the foregoing, and having regard for such legal considerations
as we have deemed relevant, we are of the opinion that:
1. Subject to the conversion of the applicable shares of Series B
Preferred Stock in accordance with the applicable provisions of
the Certificate, the Shares proposed to be sold that may be
issued upon conversion of Series B Preferred Stock will be
legally issued, fully paid and non-assessable shares of Common
Stock.
2. Subject to the exercise of the applicable Warrants in accordance
with the terms of such Warrants, the Shares proposed to be sold
that may be issued upon exercise of the Warrants will be legally
issued, fully paid and non-assessable shares of Common Stock.
<PAGE>
LifeCell Corporation
January 21, 1997
Page 2
3. Subject to the issuance of such Shares upon conversion of the
shares of Series B Preferred Stock that may be issued as
dividends on the shares of Series B Preferred Stock in accordance
with the applicable provisions of the Certificate and in
accordance with the applicable provisions of the General
Corporation Law of the State of Delaware, the Shares proposed to
be sold that may be issued upon conversion of the shares of
Series B Preferred Stock that may be issued as dividends on the
shares of Series B Preferred Stock will be legally issued, fully
paid and non-assessable shares of Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Legal
Matters" in the Prospectus forming a part of the Registration Statement.
Very truly yours,
/s/ FULBRIGHT & JAWORSKI L.L.P.
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 and
to all references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Houston, Texas
January 21, 1997
