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As filed with the Securities and Exchange Commission on July 5, 2000
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NEXELL THERAPEUTICS INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 06-1192468
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
9 Parker
Irvine, California 92618
(Address of Principal Executive Offices, including Zip Code)
NEXELL THERAPEUTICS INC.
1997 INCENTIVE AND NON-INCENTIVE STOCK OPTION PLAN
(Full Title of the Plan)
WILLIAM A. ALBRIGHT, JR.
SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER, TREASURER AND SECRETARY
NEXELL THERAPEUTICS INC.
9 PARKER
IRVINE, CALIFORNIA 92618
(Name and Address of Agent For Service)
(949) 470-6485
(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
THOMAS S. LOO, ESQ.
BRYAN CAVE LLP
120 BROADWAY, SUITE 300
SANTA MONICA, CA 90401-2305
(310) 576-2100
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED (1) PER SHARE (2) PRICE (2) REGISTRATION FEE
<S> <C> <C> <C> <C>
common stock, par value $.001
per share ("Common Stock") (3) 562,500 $16.44 $9,247,500 $2,442
</TABLE>
(1) Pursuant to Rule 416, this Registration Statement shall also cover a
presently indeterminate number of additional shares of the Registrant's
Common Stock that may become issuable as a result of anti-dilution
adjustments deemed necessary or equitable by the Board of Directors of the
Registrant upon stock splits, stock dividends or other similar changes in
capitalization. The number of shares set forth herein reflects the
Registrant's one-for-four reverse stock split of its Common Stock effected
on June 15, 2000.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) These shares are offered under the Registrant's 1997 Incentive and Non-
Incentive Stock Option Plan. Pursuant to Rule 457(h)(1), the filing fee
for the 562,500 shares subject to options that have not yet been granted is
calculated based upon the average of the high and low selling prices per
share of the Common Stock on June 29, 2000, as reported on the Nasdaq
National Market, which was $16.44 per share.
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INCORPORATION OF CONTENTS OF
REGISTRATION STATEMENT BY REFERENCE
Nexell Therapeutics Inc. (the "Registrant") filed a Registration Statement
on Form S-8 (File No. 333-33910) with the Securities and Exchange Commission
(the "Commission") on April 3, 2000 covering, among other matters, the
registration of 750,000 shares authorized for issuance under the Registrant's
1997 Incentive and Non-Incentive Stock Option Plan (the "1997 Plan"). An
amendment to the 1997 Plan to increase the number of shares authorized under the
1997 Plan by 562,500 shares was authorized by the Registrant's Board of
Directors and was approved by the stockholders on June 14, 2000. Pursuant to
General Instruction E of Form S-8, this Registration Statement is being filed to
register the additional 562,500 shares authorized under the 1997 Plan. This
Registration Statement should also be considered a post-effective amendment to
the prior Registration Statement. The contents of the prior Registration
Statement are incorporated herein by reference. All share figures above reflect
the Registrant's one-for-four reverse stock split of its Common Stock effected
on June 15, 2000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
See Index to Exhibits.
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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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irvine, State of California, on this 5th day of July,
2000.
NEXELL THERAPEUTICS INC.
By: /s/ William A. Albright, Jr.
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William A. Albright, Jr.
Senior Vice President, Chief
Financial Officer, Treasurer and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on this 5th day of July, 2000, by the
following persons in the capacities indicated.
Signature Title
--------- -----
/s/ * Chairman of the Board and Chief Executive
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Richard L. Dunning Officer (Principal Executive Officer)
/s/ * Director, President and Chief Operating
------------------------------
L. William McIntosh Officer
/s/ William A. Albright, Jr. Senior Vice President, Chief Financial
------------------------------
William A. Albright, Jr. Officer, Treasurer and Secretary (Principal
Financial and Accounting Officer)
/s/ * Director
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Donald G. Drapkin
/s/ * Director
------------------------------
Victor W. Schmitt
/s/ * Director
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Eric A. Rose, M.D.
/s/ * Director
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Richard L. Casey
/s/ * Director
------------------------------
Joseph A. Mollica
* Director
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C. Richard Piazza
*By: /s/ William A. Albright, Jr.
------------------------------
William A. Albright, Jr.
(Attorney-in-fact)
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INDEX TO EXHIBITS
Exhibit
Number Description Method of Filing
------ ----------- ----------------
4.1 The Registrant's Amended and Restated Filed herewith
Certificate of Incorporation dated July 10, electronically
1990, as amended to date.
4.3 The Registrant's 1997 Incentive and Non- Filed herewith
Incentive Stock Option Plan, as amended electronically
to date.
5.1 Opinion of Bryan Cave LLP. Filed herewith
electronically
23.1 Consent of KPMG LLP. Filed herewith
electronically
23.2 Consent of Bryan Cave LLP (included in
Exhibit 5.1).
24.1 Power of Attorney, incorporated herein by
reference to Exhibit 24.1 of the Registrant's
Registration Statement on Form S-8
(Registration No. 333-33910) filed with the
Commission on April 3, 2000.
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