As filed with the Securities and Exchange Commission on August 28, 1998
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
LIFECELL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 76-019890
(State or other jurisdiction of
incorporation or organization) (I.R.S Employer Identification No.)
3606 RESEARCH FOREST DRIVE
THE WOODLANDS, TEXAS 77381
(Address of Principal Executive Offices) (Zip Code)
LIFECELL CORPORATION AMENDED AND RESTATED 1992 STOCK OPTION PLAN, AS
AMENDED
(Full title of the plan)
J. DONALD PAYNE
LIFECELL CORPORATION
3606 RESEARCH FOREST DRIVE
THE WOODLANDS, TEXAS 77381
(Name and address of agent for service)
281/367-5368
(Telephone number, including area code, of agent for service)
Copy to:
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS 77010
(713) 651-5151
ATTENTION: ROBERT E. WILSON
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box.
CALCULATION OF REGISTRATION FEE
TITLE OF PROPOSED PROPOSED AMOUNT OF
SECURITIES MAXIMUM MAXIMUM REGISTRATION
TO BE REGISTERED AMOUNT TO OFFERING AGGREGATE FEE (3)
BE PRICE PER SHARE OFFERING PRICE
REGISTERED (1) (1)
Common 1,500,000 $4.44 $6,660,000 $2,018
Stock, $.001 shares
par value (2), (3)
- ---------------- -----------
(1) Estimated in accordance with Rule 457(c) and (h) solely for the purpose
of calculating the registration fee on the basis of the average of the high and
low prices of the Common Stock as reported by the Nasdaq National Market on
August 24, 1998.
(2) Includes an indeterminable number of shares of Common Stock issuable as
a result of the anti-dilution provisions of the Amended and Restated 1992 Stock
Option Plan.
(3) In accordance with Rule 429, an additional 1,000,000 shares of Common
Stock, par value $.001 per share, are being carried forward from Registration
Statement No. 333-111939. The Registrant paid the filing fee of $986 associated
with such shares on September 13, 1996.
Pursuant to Rule 429, the Prospectus to which this Registration Statement
relates is combined Prospectus that also relates to a Registration Statement on
form S-8 No. 333-111939, previously filed by the Registrant on September 13,
1996.
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: The document(s) containing the information concerning the LifeCell
Corporation Amended and Restated 1992 Stock Option Plan (the "Plan") required by
Item 1 of Form S-8 under the Securities Act of 1933, as amended (the "Securities
Act"), and the statement of availability of registrant information, Plan
information and other information required by Item 2 of Form S-8 will be sent or
given to participants as specified by Rule 428. In accordance with Rule 428 and
the requirements of Part I of Form S-8, such documents are not being filed with
the Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. LifeCell Corporation (the "Company" or the "Registrant") shall
maintain a file of such documents in accordance with the provisions of rule 428.
Upon request, the Registrant shall furnish to the Commission or its staff a copy
or copies of all of the documents included in such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
a. The following documents are hereby incorporated by reference in this
Registration Statement:
1. The Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 of LifeCell Corporation, a Delaware corporation (the
"Registrant"), filed March 6, 1998 with the Securities and Exchange Commission,
as amended by Amendment No. 1 to Form 10-K on Form 10-K/A of the Registrant,
filed with the Commission (the "Commission") on May 1, 1998.
2. The description of the Registrant's common stock, $.001 par
value (the "Common Stock"), contained in a registration statement on Form 8-A
filed with the Commission on February 27, 1992, including any amendment or
report filed for the purpose of updating such description.
3. The Registrant's Quarterly Report on Form 10-Q for the period
ended March 31, 1998, filed with the Commission on May 12, 1998.
4. The Registrant's Quarterly Report on Form 10-Q for the period
ended June 30, 1998, filed with the Commission on August 10, 1998.
b. All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date of the filing hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
Any statement contained in this Registration Statement, in an amendment
hereto or in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of the Registration Statement to the extent
that a statement contained herein or in any subsequently filed supplement to
this Registration Statement or in any document that also is incorporated by
reference herein modifies of supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
susperseded, to constitute a part of the Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article X of the Registrant's Amended and Restated By-laws (the "By-laws")
provides for mandatory indemnification to at least the extent specifically
allowed by Section 145 of the General Corporation Law of the State of Delaware
(the "GCL").
Pursuant to Section 145 of the GCL, the Registrant generally has the power
to indemnify its current and former directors, officers, employees and agents
against expenses and liabilities incurred by them in connection with any suit to
which they are, or threatened to be made, a party by reason of their serving in
such positions so long as they acted in good faith and in a manner they
reasonably believed to be in, or not opposed to, the best interests of the
Registrant, and with respect to any criminal action, they had no reasonable
cause to believe their conduct was lawful. With respect to suits by or in the
right of the Registrant, however, indemnification generally is limited to
attorneys' fees and other expenses and is not available if such person is
adjudged to be liable to the Registrant unless the court determines that
indemnification is appropriate. The statute expressly provides that the power
to indemnify authorized thereby is not exclusive of any rights granted under any
bylaw, agreement, vote of stockholders or disinterested directors, or otherwise.
The Registrant also has the power to purchase and maintain insurance for such
persons.
The above discussion of the Registrant's By-laws and Section 145 of the GCL
is not intended to be exhaustive and is qualified in its entirety by such
document and such statute.
The Registrant's Amended and Restated 1992 Stock Option Plan, as amended,
provides that the Registrant will, to the fullest extent permitted by law,
indemnify, defend and hold harmless any person who at any time is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (whether civil, criminal, administrative or investigative) in
any way relating to or arising out of such plan or any option or options grated
thereunder by reason of the fact that such person is or was at any time a
director of the Registrant or member of the committee administering such plan
against judgments, fines, penalties, settlements and reasonable expenses
(including attorney's fees) actually incurred by such person in connection with
such action, suit or proceeding.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1-- Restated Certificate of Incorporation, as amended, of the
Registrant (incorporated by reference to Exhibit 3.1 to the Registrant's
Quarterly Report on Form 10-Q for the period ended June 30, 1998, filed with the
Commission on August 10, 1998)
4.2-- Amended and Restated By-laws of the Registrant (incorporated
by reference to Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q
for the period ended June 30, 1996, filed with the Commission on August 14,
1996).
4.3-- Form of Common Stock Certificate (incorporated by reference
to Exhibit 4.2 to Amendment No. 2 to the Registrant's Registration Statement on
Form S-1 (Reg. No. 33-44969), filed with the Commission on February 10, 1992).
4.4-- LifeCell Corporation Amended and Restated 1992 Stock Option
Plan, as amended (incorporated by reference to Exhibit 10.1 to the Registrant's
Quarterly Report on Form 10-Q for the period ended June 30, 1998, filed with the
Commission on August 10, 1998).
* 5.1-- Opinion of Fulbright & Jaworski L.L.P.
*23.1-- Consent of Arthur Andersen LLP.
*23.2-- Consent of Fulbright & Jaworski L.L.P. (included in
Exhibit 5.1).
24.1-- Powers of Attorney (contained on page II-5).
*filed herewith
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
Provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of The Woodlands, State of Texas, on the 27th day of
August, 1998.
LIFECELL CORPORATION
By: /s/ J. DONALD PAYNE
-----------------
J. Donald Payne
Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Paul M. Frison and J. Donald Payne, and
each of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same and all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting said attorney-in-fact and agent, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or either of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Signature Title Date
- ---------------------- --------------------------------- ---------------
/s/ PAUL M. FRISON Chairman of the Board, President
- ----------------------
Paul M. Frison and Chief Executive Officer
(Principal Executive Officer) August 27, 1998
/s/ J. DONALD PAYNE Vice President and Chief
- ----------------------
J. Donald Payne Financial Officer (Principal
Financial Officer) August 27, 1998
/s/ LYNNE P. HOHLFELD Controller
- ----------------------
Lynne P. Hohlfeld (Principal Accounting Officer) August 27, 1998
/s/ MICHAEL E. CAHR
- ----------------------
Michael E. Cahr Director August 27, 1998
/s/ JAMES G. FOSTER
- ----------------------
James G. Foster Director August 27, 1998
/s/ LORI G. KOFFMAN
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Lori G. Koffman Director August 27, 1998
/s/ STEPHEN A. LIVESEY
- ----------------------
Stephen A. Livesey Director August 27, 1998
/s/ K. FLYNN MCDONALD
- ----------------------
K. Flynn McDonald Director August 27, 1998
/s/ DAVID A. THOMPSONn
- ----------------------
David A. Thompson Director August 27, 1998
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<TABLE>
<CAPTION>
EXHIBIT INDEX
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EXHIBIT NUMBER DESCRIPTION
4.1 Restated Certificate of Incorporation, as amended, of the Registrant
(incorporated by reference to Exhibit 3.1 to the Registrant's Quarterly
Report on Form 10-Q for the period ended June 30, 1998, filed with the
Commission on August 10, 1998).
4.2 Amended and Restated By-laws of the Registrant (incorporated by reference
to Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q for the
period ended June 30, 1996, filed with the Commission on August 14,
1996).
4.3 Form of Common Stock Certificate (incorporated by reference to Exhibit
4.2 to Amendment No. 2 to the Registrant's Registration Statement on Form
S-1 (Reg. No. 33-44969), filed with the Commission on February 10, 1992).
4.4 LifeCell Corporation Amended and Restated 1992 Stock Option Plan, as
amended (incorporated by reference to Exhibit 10.1 to the Registrant's
Quarterly Report on Form 10-Q for the period ended June 30, 1998, filed
with the Commission on August 10, 1998).
*5.1 Opinion of Fulbright & Jaworski L.L.P.
*23.1 Consent of Arthur Andersen LLP.
*23.2 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).
*24.1 Powers of Attorney (contained on page II-5).
</TABLE>
*filed herewith
Exhibit 5.1
Fulbright & Jaworski L.L.P.
A Registered Limited Liability Partnership
(Company Letterhead)
August 28, 1998
LifeCell Corporation
3606 Research Forest Drive
The Woodlands, Texas 77381
Ladies and Gentlemen:
We have acted as counsel for LifeCell Corporation, a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act of
1933 of 1,500,000 shares (the "Shares") of common stock, $.001 par value per
share (the "Common Stock"), of the Company, to be offered upon the terms and
subject to the conditions set forth in the LifeCell Corporation Amended and
Restated 1992 Stock Option Plan, as amended (the "Plan").
In connection therewith, we have examined, among other things, the Restated
Certificate of Incorporation, as amended, of the Company and the Amended and
Restated By-laws of the Company, the Plan, the corporate proceedings with
respect to the proposed offering of the Shares and the Registration Statement on
Form S-8 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 the Shares have been duly
authorized and, when issued in accordance with the terms of the Plan, will be
legally issued, fully paid and nonassessable shares of Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Fulbright & Jaworski L.L.P.
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 18, 1998
(except with respect to the matter discussed in Note 10, as to which the date is
April 9, 1998) included in LifeCell Corporation's Form 10-K/A for the year ended
December, 31 1997 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Houston, Texas
August 28, 1998
