AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 5, 2000
REGISTRATION NO. 333-
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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 76-0172936
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
ONE MILLENNIUM WAY, BRANCHBURG, NEW JERSEY 08876
(Address of principal executive offices; zip code)
LIFECELL CORPORATION YEAR 2000 STOCK OPTION PLAN
(Full title of the plan)
PAUL G. THOMAS
PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD OF DIRECTORS
LIFECELL CORPORATION
ONE MILLENNIUM WAY, BRANCHBURG, NEW JERSEY 08876
(908) 947-1100
(Name, address and telephone number,
including area code, of agent for service)
Copies to:
ALAN WOVSANIKER, ESQ.
LOWENSTEIN SANDLER PC
65 LIVINGSTON AVENUE
ROSELAND, NEW JERSEY 07068
(973) 597-2500
________________________
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Securities Amount to be Maximum Offering Maximum Aggregate Amount of
to be Registered Registered Price per Share (2) Offering Price (2) Registration Fee
--------------------- -------------------- -------------------- ------------------- -----------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.001 per share 1,500,000 shares (1) $ 4.906 $ 7,359,000 $ 1,943
===================== ==================== ==================== =================== =================
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(1) Based on the number of shares of common stock reserved for issuance pursuant to the LifeCell
Corporation Year 2000 Stock Option Plan. In addition to such shares, this Registration Statement also
covers additional shares of common stock as may be issuable pursuant to the anti-dilution provisions
thereof.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h)
of the Securities Act of 1933 on the basis of the average of the high and low sale prices for a share of
common stock on the NASDAQ Stock Market's National Market on August 31, 2000.
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PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate" into this Registration
Statement information we file with it in other documents. This means that we
can disclose important information to you by referring to other documents that
contain that information. The information incorporated by reference is
considered to be part of this Registration Statement, and information we file
later with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below, except to the extent
information in those documents is different from the information contained in
this Registration Statement, and all future documents filed with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until
we terminate the offering of these shares:
(i) Our Annual Report on Form 10-K for the year ended December 31,
1999;
(ii) Our Quarterly Reports on Form 10-Q for the quarter ended March
31, 2000 and June 30, 2000;
(iii) Our Current Report on Form 8-K filed with the SEC on July 7,
2000;
(iv) Our Current Report on Form 8-K filed with the SEC on September 5,
2000;
(v) Our Definitive Proxy Statement for our annual meeting of
shareholders held on June 2, 2000, filed on April 28, 2000;
(vi) The description of our common stock, $.001 par value, contained
in a registration statement on Form 8-A, including any amendment or report filed
for the purpose of updating such description; and
(vii) All documents filed by us pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this prospectus and prior
to the termination of this offering.
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 our Amended and Restated 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"). Section 145
of the GCL, relating to indemnification, is hereby incorporated herein by
reference.
Article Seventh (B) of our Restated Certificate of Incorporation, as
amended provides that we shall indemnify any director or officer to the full
extent permitted by Delaware law.
Article Seventh (A) of our Restated Certificate of Incorporation, as
amended provides that a director shall not be personally liable to LifeCell
Corporation or its stockholders for monetary damages for monetary damages
resulting from breaches of their fiduciary duty as directors except for any
breach of the duty of loyalty to LifeCell Corporation or its stockholders, for
acts or omissions not in good faith or which involve intentional misconduct or a
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knowing violation of law, under Section 174 of the General Corporation Law of
the State of Delaware, which makes directors liable for unlawful dividends or
unlawful stock repurchases or redemptions, or for transactions from which
directors derive improper personal benefit.
Our Year 2000 Stock Option Plan provides that the we will, to the
fullest extent permitted by law, indemnify, defend and hold harmless any person
who is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding that relates in any way to this plan or any
options granted under this plan by reason of the fact that that person is or was
at any time a director of LifeCell Corporation or a member of the committee
appointed by the Board of Directors to administer this plan. The
indemnification covers judgments, fines, penalties, settlements and reasonable
expenses (including attorney's fees) actually incurred by that person in
connection with such action, suit or proceeding.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The Exhibits accompanying this Registration Statement are listed on
the accompanying Exhibit Index.
ITEM 9. UNDERTAKINGS
(a) 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;
(ii) To reflect in the prospectus any acts 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 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;
(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 (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by those
paragraphs is 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
Securities Act of 1933, 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.
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(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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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.
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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 or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Township of Branchburg on the 5th day of
September, 2000.
LIFECELL CORPORATION
/s/ Steven T. Sobieski
--------------------------------
By: Steven T. Sobieski
Vice President and Chief
Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below under the heading "Signature" constitutes and appoints Paul G. Thomas and
Steven T. Sobieski or either 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 or all amendments
(including post-effective amendments) to this Registration Statement and any
related Registration Statement filed under Rule 462(b), and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, 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 for all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement or amendment thereto has been signed by the following persons in the
capacities and on the dates indicated.
Name Title Date
---- ----- ----
/s/ Paul G. Thomas President and Chief Executive September 5, 2000
------------------- Officer and Director
Paul G. Thomas
/s/ Steven T. Sobieski Vice President and September 5, 2000
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Steven T. Sobieski Chief Financial Officer
/s/ Stephen A. Livesey Executive Vice President September 5, 2000
---------------------- and Director
Stephen A. Livesey
/s/ Michael E. Cahr Director September 5, 2000
----------------------
Michael E. Cahr
/s/ James G. Foster Director September 5, 2000
----------------------
James G. Foster
/s/ David A. Thompson Director September 5, 2000
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David A. Thompson
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/s/ Peter D. Costantino Director September 5, 2000
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Peter D. Costantino
/s/ K. Flynn McDonald Director September 5, 2000
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K. Flynn McDonald
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGE NO.
4.1 Restated Certificate of Incorporation of LifeCell
Corporation, as amended (incorporated by reference to Exhibit
3.1 to LifeCell Corporation's Quarterly Report on Form 10-Q
for the period ended June 30, 1998).
4.2 By-laws of LifeCell Corporation, as amended and restated
(incorporated by reference to Exhibit 3.2 to the Company's
Quarterly Report on Form 10-Q for the period ended June 30,
1996).
5.1 Opinion of Lowenstein Sandler PC*
10.1 LifeCell Corporation Year 2000 Stock Option Plan (incorporated
by reference to Exhibit 10.1 to the Company's Quarterly Report
on Form 10-Q for the period ended June 30, 2000).
23.1 Consent of Arthur Andersen LLP.*
23.2 Consent of Lowenstein Sandler PC (contained in Exhibit 5.1).
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* Filed herewith.
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