As filed with the Securities and Exchange Commission on August 18, 2000
Registration No. ____________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
--------------------------
BIOTIME, INC.
(Exact name of Registrant as specified in charter)
------------------------------------------------
California 94-3127919
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Paul E. Segall, Chief Executive Officer
935 Pardee Street BioTime, Inc.
Berkeley, California 94710 935 Pardee Street
(510) 845-9535 Berkeley, California 94710
(Address, including zip code, (510) 845-9535
and telephone number,including (Name, address, including zip
area code, of Registrant's code, and telephone number,
principal executive offices) including area code, of agent for service)
-------------------------
Copies of all communications, including all communications sent to the agent for
service, should be sent to:
RICHARD S. SOROKO, ESQ.
Lippenberger, Thompson, Welch, Soroko & Gilbert LLP
250 Montgomery Street, Suite 500
San Francisco, California 94104
Tel. (415) 421-5300
-------------------------
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 of the Securities Act of 1933,
other than securities offered only in connection with dividend or interest
reinvestment plans, 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. |_|
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed
Amount Proposed Maximum Amount of
to be Maximum Offering Aggregate Registration
Title of Each Class of Securities to be Registered Registered Price Per Unit Offering Price(1) Fee(3)
(1)
-------------------------------------------------- ---------- ----------------- ----------------- -------------
<S> <C> <C> <C> <C>
Warrants to Purchase Common Shares 622,548 -- -- --
Common Shares, no par value(2) 622,548 $7.94 $4,943,031.12 $1,304.96
Total Registration Fee..............................................................................................$1,304.96
===============================================================================
<FN>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Issuable upon the exercise of the Warrants.
(3) Determined pursuant to Rule 457(c) and (g)
</FN>
</TABLE>
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 become effective in accordance with Section 8(a) of the
Securities Act of 1933, or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE>
SUBJECT TO COMPLETION -- DATED AUGUST 18, 2000
PROSPECTUS
BIOTIME, INC.
622,548 COMMON SHARES
All of the shares offered by this prospectus are being offered for sale by
a shareholder of BioTime, Inc. The selling shareholder may acquire its shares by
exercising certain warrants that it owns, and then it may sell those shares from
time to time on the American Stock Exchange ("AMEX") at prevailing market
prices, or in privately negotiated transactions. The selling shareholder will
bear all broker-dealer fees, commissions, and discounts payable in connection
with the sale of its shares.
All of the net proceeds from the sale of the shares will be received by the
selling shareholder, and none of the net proceeds will be paid to BioTime.
However, we may receive the exercise price of the warrants when they are
exercised by the selling shareholder prior to the sale of its shares.
The common shares are authorized for trading on the AMEX under the symbol
BTX. The closing price of the common shares on the AMEX on August 17, 2000 was
$8.00.
--------------------------------
These securities involve a high degree of risk and should be
purchased only by persons who can afford the loss of their
entire investment. See "Risk Factors" on page 5.
--------------------------------
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the accuracy or adequacy of
this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is August __, 2000
<PAGE>
[This Page Intentionally Left Blank]
2
<PAGE>
PROSPECTUS SUMMARY
The following summary explains only some of the information in this
prospectus. More detailed information and financial statements appear elsewhere
in this prospectus or in the documents incorporated by reference into this
prospectus. Statements contained in this prospectus that are not historical
facts may constitute forward-looking statements that are subject to risks and
uncertainties that could cause actual results to differ materially from those
discussed. Words such as "expects," "may," "will," "anticipates,""intends,"
"plans," "believes," "seeks," "estimates," and similar expressions identify
forward-looking statements. See "Risk Factors."
The Company
BioTime, Inc. is a development stage company engaged in the research and
development of synthetic solutions that can be used as blood plasma volume
expanders, blood replacement solutions during hypothermic (low temperature)
surgery, and organ preservation solutions. Plasma volume expanders are used to
treat blood loss in surgical or trauma patients until blood loss becomes so
severe that a transfusion of packed red blood cells or other blood products is
required. We are also developing a specially formulated hypothermic blood
substitute solution that would have a similar function and would be used for the
replacement of very large volumes of a patient's blood during cardiac surgery,
neurosurgery and other surgeries that involve lowering the patient's body
temperature to hypothermic levels.
Our first product, Hextend(R), is a physiologically balanced blood plasma
volume expander, for the treatment of hypovolemia. Hypovolemia is a condition
often associated with blood loss during surgery or from injury. Hextend
maintains circulatory system fluid volume and oncotic pressure and keeps vital
organs perfused during surgery. Hextend, approved for large-volume use in major
surgery, is the only blood plasma volume expander that contains hetastarch,
buffer, multiple electrolytes and glucose. Hextend is designed to compete with
and to replace flawed older products such as albumin and other colloid
solutions, as well as crystalloid solutions, that have been used to maintain
fluid volume and blood pressure during surgery.
Hextend is being sold in the United States by Abbott Laboratories under an
exclusive license from us. Abbott also has the right to sell Hextend in Canada,
where an application for marketing approval is pending. We have retained all
rights to manufacture, sell or license Hextend and other products in all other
countries. Abbott also has a right to obtain licenses to manufacture and sell
other BioTime products.
Because Hextend is a surgical product, sales will be determined by
anesthesiologists, surgeons and hospital pharmacists. Abbott's marketing program
for Hextend includes, in addition to advertisements in medical journals,
educational presentations for its sales force and physicians explaining the
various benefits of using Hextend. Abbott is also working with hospitals to have
Hextend approved for use and added to hospital formularies.
3
<PAGE>
As part of the marketing program, we and Abbott are financing a number of
limited medical studies comparing outcomes of patients receiving Hextend and
patients receiving other products during surgery and comparing the relative cost
of using Hextend compared to other products. It will take time to complete these
studies and publish the results. The outcome of the planned medical studies and
timing of the publication of the results could have an effect on the growth of
demand for Hextend and sales by Abbott.
We are also developing two other blood volume replacement products,
PentaLyte,(R) and HetaCool,TM that, like Hextend,(R) have been formulated to
maintain the patient's tissue and organ function by sustaining the patient's
fluid volume and physiological balance. Various colloid and crystalloid products
are being marketed by other companies for use in maintaining patient fluid
volume in surgery and trauma care, but the use of those solutions can contribute
to patient morbidity, including conditions such as hypovolemia, edema, impaired
blood clotting, acidosis, and other biochemical imbalances. Hextend, PentaLyte,
and HetaCool contain constituents that may prevent or reduce the physiological
imbalances that can cause those problems. Our products do not contain albumin.
Albumin produced from human plasma is also currently used as a plasma expander,
but it is expensive and subject to supply shortages, and a recent FDA warning
has cautioned physicians about the risk of administering albumin to seriously
ill patients.
BioTime was incorporated under the laws of the State of California on
November 30, 1990. BioTime's principal office is located at 935 Pardee Street,
Berkeley, California 94710. Its telephone number is (510) 845-9535.
Hextend(R) and PentaLyte(R) are registered trademarks, and HetaCoolTM is a
trademark, of BioTime, Inc.
Exercise of Warrants and Sale of the Shares
The shares offered by this prospectus may be issued to our financial
advisor, Greenbelt Corp., upon the exercise of certain warrants that we issued
as payment for financial advisory services. Greenbelt Corp. has advised us that
they have requested the registration of the shares included in this prospectus
primarily to facilitate the financing of their acquisition or holding of those
shares. Greenbelt believes that lenders may require the registration of the
shares which would permit Greenbelt Corp. to sell its shares from time to time
on the AMEX at prevailing market prices, or at prices related to the prevailing
market price, or in privately negotiated transactions. In the event of the sale
of shares, Greenbelt Corp. will bear all broker-dealer commissions payable in
connection with the sale of its shares. See "Selling Shareholder" and "Plan of
Distribution" for more information about Greenbelt Corp. and its plan.
4
<PAGE>
RISK FACTORS
An investment in the shares involves a high degree of risk. You should
purchase the shares only if you can afford to lose your entire investment.
Before deciding to purchase any of the shares offered by this prospectus, you
should consider the following factors which could materially adversely affect
the proposed operations and prospects of BioTime and the value of an investment
in BioTime. There may be other factors that are not mentioned here or of which
we are not presently aware that could also affect BioTime's operations.
We May Not Succeed In Marketing Our Products Due to the Availability of
Competing Products
Our ability to generate operating revenue depends upon our success in
developing and marketing our products. There can be no assurance that any of our
products will be successfully marketed or that we will receive sufficient
revenues from product sales to meet our operating expenses or to earn a profit.
In this regard, sales of Hextend to date have not been sufficient to generate a
material amount of royalties or licensing fees.
o Hextend and our other plasma expander products will compete with other
products, including albumin and other colloid solutions, and
crystalloid solutions. Some of these products, in particular
crystalloid solutions and generic hetastarch in saline solutions, are
commonly used in surgery and trauma care and sell at low prices.
o In order to compete with other products, particularly those that sell
at lower prices, BioTime products will have to provide medically
significant advantages.
o Physicians and hospitals may be reluctant to try a new product due to
the high degree of risk associated with the application of new
technologies and products in the field of human medicine.
o Competing products are being manufactured and marketed by established
pharmaceutical companies. For example, DuPont Pharmaceuticals
presently markets Hespan, an artificial plasma volume expander, and
Abbott and Baxter International, Inc. manufacture and sell a generic
equivalent of Hespan.
o There also is a risk that our competitors may succeed in developing
safer or more effective products that could render our products and
technologies obsolete or noncompetitive.
5
<PAGE>
We Will Spend a Substantial Amount of Our Capital on Research and Development
But We Might Not Succeed in Developing Products and Technologies That Are Useful
In Medicine.
o We are attempting to develop new medical products and technologies.
o Many of our experimental products and technologies have not been
applied in human medicine and have only been used in laboratory
studies on animals, and there can be no assurance that those products
will prove to be safe and efficacious in the human medical
applications for which they were developed.
o The experimentation we are doing is costly, time consuming and uncertain
as to its results.
o If we are successful in developing a new technology or product,
refinement of the new technology or product and definition of the
practical applications and limitations of the technology or product
may take years and require the expenditure of large sums of money.
If We Do Not Receive FDA and Other Regulatory Approvals We Will Not Be Permitted
To Sell Our Products
The products that we develop cannot be sold until the FDA and corresponding
foreign regulatory authorities approve the products for medical use. This means
that:
o We will have to conduct expensive and time consuming clinical
trials of new products;
o We will incur the expense and delay inherent in seeking FDA
approval of new products;
o A product that is approved may be subject to restrictions on use;
o The FDA can recall or withdraw approval of a product if problems
arise; and
o We will face similar regulatory issues in foreign countries.
We Might Not Be Able To Raise Additional Capital Needed To Pay Our Operating
Expenses
We plan to continue to incur substantial research, product development, and
regulatory expenses, and we will need to raise additional capital to pay
operating expenses until we are able to generate sufficient revenues from
product sales, royalties, and license fees. We have not received significant
royalties and licensing fees from the sale of Hextend. At June 30, 2000, we had
cash and cash equivalents of approximately $2,400,000. We expect that our cash
on hand will be sufficient to finance our operations for approximately the next
twelve months, but we will have to curtail the pace of our product development
efforts unless our cash resources increase through a growth in revenues or
additional equity investment. Although we will continue to seek licensing fees
from pharmaceutical companies for licenses to manufacture and market our
products abroad, it is likely
6
<PAGE>
that additional sales of equity or debt securities will be required to meet our
short-term capital needs. Sales of additional equity securities could result in
the dilution of the interests of present shareholders. There can be no assurance
that we will be able to raise additional funds on favorable terms or at all, or
that any funds raised will be sufficient to permit us to develop and market our
products. Unless we are able to generate sufficient revenue or raise additional
funds when needed, it is likely that we will be unable to continue our planned
activities, even if we are making progress with our research and development
projects.
If We Are Unable To Enter Into Additional Licensing Or Manufacturing
Arrangements, We May Have to Incur Significant Expense To Acquire Manufacturing
Facilities And A Marketing Organization
We presently do not have adequate facilities or resources to manufacture
our products and the hydroxyethyl starches used in our products. We plan to
enter into arrangements with pharmaceutical companies for the production and
marketing of our products. We have granted Abbott an exclusive license to
manufacture and market Hextend in the United States and Canada. Although a
number of other pharmaceutical companies have expressed their interest in
obtaining licenses to manufacture and market our products in other countries,
there can be no assurance that we will be successful making other licensing
arrangements. If licensing or manufacturing arrangements cannot be made on
acceptable terms, we will have to construct or acquire our own manufacturing
facilities and to establish our own marketing organization, which would entail
significant expenditures of time and money.
Our Patents May Not Protect Our Products From Competition
We have patents in the United States, Israel, and South Africa, and have
filed patent applications in other foreign countries, for certain products,
including Hextend, HetaCool, and PentaLyte. No assurance can be given that any
additional patents will be issued to us, or that, if issued, those patents will
provide us with meaningful patent protection, or that others will not
successfully challenge the validity or enforceability of any patent issued to
us. The costs required to uphold the validity and prevent infringement of any
patent issued to us could be substantial, and we might not have the resources
available to defend our patent rights.
The Price and Sale of Our Products May Be Limited By Health Insurance Coverage
And Government Regulation
Success in selling our products may depend in part on the extent to which
health insurance companies, HMOs, and government health administration
authorities such as Medicare and Medicaid will pay for the cost of the products
and related treatment. Presently, most health insurance plans and HMOs will pay
for Hextend when it is used in a surgical procedure that is covered by the plan.
However, there can be no assurance that adequate health insurance, HMO, and
government coverage will be available to permit our other products to be sold at
prices high enough for us to generate a profit. In some foreign countries,
pricing or profitability of health care products is subject to government
control which may result in low prices for our products. In the United States,
there have
7
<PAGE>
been a number of federal and state proposals to implement similar government
controls, and new proposals are likely to be made in the future.
Our Business Could Be Adversely Affected If We Lose the Services Of The Key
Personnel Upon Whom We Depend
We depend to a considerable degree on the continued services of its
executive officers. Although we maintain key man life insurance in the amount of
$1,000,000 on the life of Dr. Paul Segall, the loss of the services of any of
the executive officers could have a material adverse effect on us. In addition,
our success will depend, among other factors, upon successful recruitment and
retention of additional highly skilled and experienced management and technical
personnel.
Because We Do Not Pay Dividends, Our Stock May Not Be A Suitable Investment For
Anyone Who Need To Earn Dividend Income
We do not pay cash dividends on our common shares. For the foreseeable
future we anticipate that any earnings generated in our business will be used to
finance the growth of BioTime and will not be paid out as dividends to our
shareholders. This means that our stock may not be a suitable investment for
anyone who needs to earn income from their investments.
Because We Are a Drug Development Company, The Price Of Our Stock May Rise And
Fall Rapidly
The market price of BioTime shares, like that of the common stock of many
biotechnology companies, has been highly volatile. The price of BioTime shares
may rise rapidly in response to certain events, such as the commencement of
clinical trials of an experimental new drug, even though the outcome of those
trials and the likelihood of ultimate FDA approval remains uncertain. Similarly,
prices of BioTime shares may fall rapidly in response to certain events such as
unfavorable results of clinical trials or a delay or failure to obtain FDA
approval. The failure of our earnings to meet analysts' expectations could
result in a significant rapid decline in the market price of our common shares.
In addition, the stock market has experienced and continues to experience
extreme price and volume fluctuations which have affected the market price of
the equity securities of many biotechnology companies and which have often been
unrelated to the operating performance of these companies. Broad market
fluctuations, as well as general economic and political conditions, may
adversely affect the market price of the common shares.
8
<PAGE>
THE COMPANY
We are developing synthetic solutions that can be used as blood plasma
volume expanders, blood replacement solutions during "hypothermic" or low
temperature surgery, and organ preservation solutions. Plasma volume expanders
are used to treat blood loss in surgical or trauma patients until blood loss
becomes so severe that a transfusion of packed red blood cells or other blood
products is required. We are also developing a specially formulated hypothermic
blood replacement solution that would be used for the replacement of a patient's
circulating blood volume during cardiac surgery, neurosurgery and other
surgeries that involve lowering the patient's body temperature.
Our first product, Hextend, is a physiologically balanced blood plasma
volume expander, for the treatment of hypovolemia. Hypovolemia is a condition
often associated with blood loss during surgery or from injury. Hextend
maintains circulatory system fluid volume and oncotic pressure and keeps vital
organs perfused during surgery. Hextend, approved for large-volume use in major
surgery, is the only blood plasma volume expander that contains hetastarch,
buffer, multiple electrolytes and glucose. Hextend is designed to compete with
and to replace flawed older products such as albumin and other colloid
solutions, as well as crystalloid solutions, that have been used to maintain
fluid volume and blood pressure during surgery. Hextend is also completely
sterile to avoid risk of infection. Most health insurance reimbursements and HMO
coverage now include the cost of Hextend used in surgical procedures.
Hextend is being sold in the United States by Abbott under an exclusive
license from us. Abbott also has the right to sell Hextend in Canada, where an
application for marketing approval is pending. We have retained all rights to
manufacture, sell or license Hextend and other products in all other countries.
Abbott also has a right to obtain licenses to manufacture and sell other BioTime
products.
Because Hextend is a surgical product, sales will be determined by
anesthesiologists, surgeons and hospital pharmacists. Abbott's marketing program
for Hextend includes, in addition to advertisements in medical journals,
educational presentations for its sales force and physicians explaining the
various benefits of using Hextend. Abbott is also working with hospitals to have
Hextend approved for use and added to hospital formularies.
As part of the marketing program, we and Abbott are financing a number of
limited medical studies comparing outcomes of patients receiving Hextend and
patients receiving other products during surgery and comparing the relative cost
of using Hextend compared to other products. It will take time to complete these
studies and publish the results. The outcome of the planned medical studies and
timing of the publication of the results could have an effect on the growth of
demand for Hextend and sales by Abbott.
We are also developing two other blood volume replacement products,
PentaLyte and HetaCool that, like Hextend, have been formulated to maintain the
patient's tissue and organ function by sustaining the patient's fluid volume and
physiological balance. Various colloid and crystalloid products are being
marketed by other companies for use in maintaining patient fluid volume in
surgery and trauma care, but the use of those solutions can contribute to
patient morbidity, including conditions such as hypovolemia, edema, impaired
blood clotting, acidosis, and other biochemical
9
<PAGE>
imbalances. Hextend, PentaLyte, and HetaCool contain constituents that may
prevent or reduce the physiological imbalances that can cause those problems.
Our products do not contain albumin. Albumin produced from human plasma is also
currently used as a plasma expander, but it is expensive and subject to supply
shortages, and a recent FDA warning has cautioned physicians about the risk of
administering albumin to seriously ill patients.
We intend to enter global markets through licensing agreements with
overseas pharmaceutical companies. By licensing its products abroad, we will
avoid the capital costs and delays inherent in acquiring or establishing its own
pharmaceutical manufacturing facilities and establishing an international
marketing organization. A number of pharmaceutical companies in Europe, Asia and
other markets around the world have expressed their interest in obtaining
licenses to manufacture and market our products. Our management is continuing to
meet with representatives of interested companies. In addition, we are
discussing an arrangement with a leading producer of the hydroxyethyl starch
used in Hextend through which we would obtain a source of supply of that
ingredient and assistance in regulatory matters for approval of Hextend for the
European market.
We are also pursuing a global clinical trial strategy, the goal of which is
to permit us to obtain regulatory approval for our products as quickly and
economically as practicable. For example, the United States Phase III clinical
trials of Hextend involved 120 patients and were completed in less than 12
months. Although regulatory requirements vary from country to country, we may be
able to file applications for foreign regulatory approval of its products based
upon the results of the United States clinical trials. Our application to market
Hextend in Canada had been found acceptable for review as a New Drug Submission
by the Canadian Health Protection Branch (HPB), and we are now awaiting
completion of HPB's review of that application. Regulatory approvals for
countries that are members of the European Union may be obtained through a
mutual recognition process. We have determined that several member nations would
accept an application based upon the United States clinical trials. If approvals
based upon those trials can be obtained in the requisite number of member
nations, then we would be permitted to market Hextend in all 16 member nations.
We are conducting a Phase I clinical trial of PentaLyte involving nine
subjects. Upon completion of this small safety study, we plan to test PentaLyte
as a cardio-pulmonary by-pass pump priming solution and for the treatment of
hypovolemia in surgery. PentaLyte contains a lower molecular weight hydroxyethyl
starch than Hextend, and is more quickly metabolized. PentaLyte is designed for
use when short lasting volume expansion is desirable.
In order to commence clinical trials for regulatory approval of new
products, such as HetaCool, or new therapeutic uses of Hextend, it will be
necessary for us to prepare and file with the FDA an Investigational New Drug
Application ("IND") or an amendment to expand the present IND for additional
Hextend studies. Filings with foreign regulatory agencies will be required to
commence clinical trials overseas.
The cost of preparing regulatory filings and conducting clinical trials is
not presently determinable, but could be substantial. It may be necessary for us
to obtain additional funds in order to complete clinical trials that may begin
for new products or for new uses of Hextend. We plan to negotiate product
licensing and marketing agreements that require overseas licensees and
distributors
10
<PAGE>
of our products to bear regulatory approval and clinical trial costs for their
territories.
In addition to developing clinical trial programs, we plan to continue to
provide funding for our laboratory testing programs at selected universities,
medical schools and hospitals for the purpose of developing additional uses of
Hextend, PentaLyte, HetaCool, and other new products, but the amount of research
that will be conducted at those institutions will depend upon our financial
status. Because our research and development expenses, clinical trial expenses,
and production and marketing expenses will be charged against earnings for
financial reporting purposes, management expects that losses from operations
will continue to be incurred for the foreseeable future.
USE OF PROCEEDS
The shares are being offered for sale by the selling shareholder. BioTime
will not receive any of the net proceeds from the sale of the shares. We will
receive the exercise price of certain warrants owned by the selling shareholder
when those warrants are exercised. If all of the warrants covered by this
prospectus are exercised, we would receive $1,834,956.16. However, there is no
assurance that all of the warrants will be exercised. In this regard, the
exercise price of warrants to purchase 77,818 of the shares covered by this
prospectus is currently more than the market price of BioTime stock. We will use
the proceeds we receive from the exercise of the warrants for general working
capital purposes, including research and development expenses and general and
administrative expenses.
SELLING SHAREHOLDER
The following table shows the number of shares owned by the selling
shareholder and its affiliates prior to this offering, the maximum number of
shares that may be sold by the selling shareholder through this prospectus, and
the amount and percentage of the outstanding shares that will be owned by the
selling shareholder and its affiliates after the completion of this offering.
<TABLE>
<CAPTION>
Shares Owned Percent
Name Shares Owned Shares Offered After Offering After Offering
---- ------------ -------------- -------------- --------------
<S> <C> <C> <C> <C>
Greenbelt Corp. 1,420,642 (1) 622,548(2) 798,094 6.7%
277 Park Avenue, 27th Floor
New York, New York 10172
<FN>
(1) Includes 933,825 shares issuable upon the exercise of certain warrants owned beneficially by Greenbelt Corp.,
67,230 shares owned by Greenbelt Corp, and 7,500 shares that Greenbelt Corp. may acquire within 60 days under
its financial advisory agreement. Alfred D. Kingsley and Gary K. Duberstein control Greenbelt Corp. and may be
deemed to beneficially own the warrant shares that Greenbelt Corp. beneficially owns. Includes 90,750 shares
owned by Greenway Partners, L.P. Greenhouse Partners, L.P. is the general partner of Greenway Partners, L.P.
and Mr. Kingsley and Mr. Duberstein are the general partners of Greenhouse Partners, L.P. Greenhouse Partners,
L.P., Mr. Kingsley and Mr. Duberstein may be deemed to beneficially own the shares that Greenway Partners, L.P.
beneficially owns. Includes 310,442 shares owned solely by Mr. Kingsley, as to which Mr. Duberstein disclaims
11
<PAGE>
beneficial ownership. Includes 10,895 shares owned solely by Mr. Duberstein, as to which Mr. Kingsley disclaims
beneficial ownership.
(2) All of the shares offered for sale may be acquired and sold by Greenbelt Corp. upon the exercise of certain warrants.
</FN>
</TABLE>
The shares that are being offered for sale by Greenbelt Corp. are shares
that they may acquire upon the exercise of certain warrants that they received
from us as compensation for financial advisory services under an agreement
signed during September 1995. Under our agreement with Greenbelt Corp., we
initially issued to them warrants to purchase 311,276 shares at a price of $1.93
per share, and we agreed to issue additional warrants to purchase up to an
additional 622,549 shares at a price equal to the greater of (a) 150% of the
average market price of the shares during the three months prior to issuance and
(b) $2 per share. The additional warrants were issued in equal quarterly
installments over a two year period, beginning October 15, 1995. The exercise
price and number of shares for which the warrants may be exercised are subject
to adjustment to prevent dilution in the event of a stock split, combination,
stock dividend, reclassification of shares, sale of assets, merger or similar
transaction. The warrants will expire five years after the date they were issued
and may not be exercised after that date. The number of shares issuable upon the
exercise of the warrants covered by this prospectus, the exercise prices, and
the expiration dates of the warrants are as follows:
<TABLE>
<CAPTION>
Number of Warrant Shares Exercise Price Per Share Expiration Date
------------------------ ------------------------ ----------------
<S> <C> <C> <C>
389,094 $ 1.93 October 15, 2000
77,818 $ 1.93 January 15, 2001
77,818 $ 2.35 April 15, 2001
77,818 $ 9.65 July 15, 2001
</TABLE>
In addition to the warrants covered by this prospectus, Greenbelt Corp.
holds additional warrants entitling them to purchase an aggregate of 311,277
shares at prices ranging from $9.42 to $15.74. Those warrants will expire on
various dates from October 15, 2001 through July 15, 2002.
The number of shares and exercise prices shown above have been adjusted for
our subscription rights distribution during January 1997 and February 1999 and
the payment of a stock dividend during October 1997.
Our agreement with Greenbelt Corp. required us, upon request, to file a
registration statement to register their warrants and the underlying shares for
sale under the Act and applicable state securities or "Blue Sky" laws. We will
bear the expenses of registration, other than any underwriting discounts or
commissions payable to broker-dealers that may be incurred by Greenbelt Corp. in
connection with a sale of the warrants or shares. We are not obligated to file
more than two such registration statements, other than registration statements
on Form S-3. Greenbelt Corp. also is entitled to include warrants and shares in
any registration statement that we may file to register other securities for
sale under the Act.
During April 1998, we entered into a new financial advisory services
agreement with Greenbelt Corp. The new agreement provides for an initial payment
of $90,000 followed by an advisory fee of $15,000 per month that will be paid
quarterly. We agreed to reimburse Greenbelt Corp. for all
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<PAGE>
reasonable out-of-pocket expenses incurred in connection with its engagement as
financial advisor, and to indemnify Greenbelt Corp. and its officers,
affiliates, employees, agents, assignees, and controlling person from any
liabilities arising out of or in connection with actions taken on our behalf
under the agreement. The agreement has been renewed for a period of twelve
months ending March 31, 2001, but instead of cash compensation Greenbelt Corp.
will receive 30,000 common shares in four quarterly installments of 7,500 shares
each. We have agreed to register those shares for sale under the Act, upon
request, on substantially the same terms as the registration provisions
pertaining to the warrants under our original agreement with Greenbelt Corp.
PLAN OF DISTRIBUTION
Greenbelt Corp. has advised us that they have requested the registration of
the shares included in this prospectus primarily to facilitate the financing of
their acquisition or holding of those shares through margin loans under which
the shares have been or will be pledged as collateral. Under standard margin
loan arrangements, if a selling shareholder were to fail to maintain sufficient
margin loan collateral in their stock brokerage account, in the form of
securities, cash, or a combination of securities and cash, the lending
broker-dealer would have the right to sell the pledged shares to satisfy its
margin loan. Greenbelt believes that lenders may require the registration of the
shares, which will permit Greenbelt Corp. to sell its shares from time to time
on the AMEX at prevailing market prices, or at prices related to the prevailing
market price, or in privately negotiated transactions. In the event of the sale
of shares, Greenbelt Corp. will bear all broker-dealer commissions payable in
connection with the sale of its shares.
Greenbelt Corp. may obtain margin loan financing from broker-dealers for
the purpose of obtaining the funds necessary to exercise the warrants or hold
the shares. Greenbelt Corp. may sell the shares in conjunction with the exercise
of the warrants or may hold the shares for investment purposes and then sell the
shares at a later date. Greenbelt Corp. also may enter into arrangements with
broker-dealers under which it may sell warrants to the broker-dealers who will
then exercise the warrants for their own accounts and sell the shares as
principals. If Greenbelt Corp. sells any warrants to broker-dealers, it would
expect to receive a price based upon the market price of the shares then
prevailing on the AMEX, less the exercise price of the warrants sold and less a
discount or selling concession.
Broker-dealers who acquire shares from Greenbelt Corp. as principals may
resell those shares from time to time in transactions on the AMEX or in
negotiated transactions, at prevailing market prices or at negotiated prices,
and may receive usual and customary commissions from the purchasers of the
shares.
Greenbelt Corp. has advised us that during the time that it may be engaged
in a distribution of their shares it will (a) not engage in any stabilization
activity in connection with BioTime securities, (b) cause to be furnished to
each broker through whom its shares may be offered the number of copies of this
prospectus required by the broker, and (c) not bid for or purchase any BioTime
securities or rights to acquire BioTime securities, or attempt to induce any
person do so, other than as permitted under the Securities Exchange Act of 1934,
as amended. Greenbelt Corp. and any
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<PAGE>
broker-dealers who participate in the sale of their shares may be deemed to be
"underwriters" as defined in the Act. Any commissions paid or any discounts or
concessions allowed to any broker- dealers in connection with the sale of the
shares, and any profits received on the resale of any shares purchased by
broker-dealers as principals, may be deemed to be underwriting discounts and
commissions under the Act.
LEGAL MATTERS
The validity of the rights, common shares, and warrants will be passed upon
for BioTime by Lippenberger, Thompson, Welch, Soroko & Gilbert LLP, San
Francisco, California. A member of Lippenberger, Thompson, Welch, Soroko &
Gilbert LLP owns options to purchase 15,000 common shares.
EXPERTS
The financial statements of BioTime, Inc. as of June 30, 1997 and 1998 and
December 31, 1998 and 1999, and for each of the three fiscal years in the period
ended December 31, 1999 incorporated by reference in this prospectus from
BioTime's Annual Report on Form 10-K for the year ended December 31, 1999 have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
report (which expresses an unqualified opinion and includes an explanatory
paragraph related to the development stage of BioTime's operations) incorporated
herein by reference, and have been so incorporated in reliance upon the report
of such firm given upon their authority as experts in accounting and auditing.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
BioTime's Form 10-K for the fiscal year ended December 31, 1999 and all
other reports filed by BioTime pursuant to Sections 13(a), 13(c), 14, or 15(d)
of the Securities Exchange Act of 1934, as amended, since the end of the fiscal
year covered by such Form 10-K and prior to the termination of the offering
covered by this prospectus are hereby incorporated into this prospectus by
reference. A description of the common shares contained in a Registration
Statement on Form 8-A filed under the Securities Exchange Act of 1934, as
amended, is also incorporated into this prospectus by reference. BioTime will
provide without charge to each person, including any beneficial owner, to whom a
prospectus is delivered, upon written or oral request of such person, a copy of
any and all of the information that has been incorporated by reference but not
delivered with this prospectus. Such requests may be addressed to the Secretary
of BioTime at 935 Pardee Street, Berkeley, California 94710; Telephone: (510)
845-9535.
BioTime is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith files quarterly,
annual, and current reports and proxy statements and other information with the
Securities and Exchange Commission. The public may read and copy any materials
BioTime files with Securities and Exchange Commission at the
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<PAGE>
Commission's Public Reference Room at 450 Fifth Street, N.W., Washington,
D.C. 20549. The public may obtain information on the operation of the Public
Reference Room by calling the Commission at 1-800-SEC-0330.
The Commission maintains an Internet site that contains reports, proxy and
information statements, and other information regarding issuers that file
electronically with the Commission. The address of such site is
http://www.sec.gov.
ADDITIONAL INFORMATION
BioTime has filed with the Securities and Exchange Commission, 450 Fifth
Street, N.W., Washington, D.C. a registration statement on Form S-3 under the
Securities Act of 1933, as amended, for the registration of the securities
offered hereby. This prospectus, which is part of the registration statement,
does not contain all of the information contained in the registration statement.
For further information with respect to BioTime and the securities offered
hereby, reference is made to the registration statement, including the exhibits
thereto, which may be inspected, without charge, at the Office of the Securities
and Exchange Commission, or copies of which may be obtained from the Commission
in Washington, D.C. upon payment of the requisite fees. Statements contained in
this prospectus as to the content of any contract or other document referred to
are not necessarily complete. In each instance reference is made to the copy of
the contract or other document filed as an exhibit to the registration
statement, and each such statement is qualified in all respects by reference to
the exhibit.
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<PAGE>
---------------------
---------------------
No dealer, salesperson or other person has been authorized in connection with
this offering to give any information or to make any representations other than
those contained in this Prospectus. This Prospectus does not constitute an offer
or a solicitation in any jurisdiction to any person to whom it is unlawful to
make such an offer or solicitation. Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any circumstances, create an implication
that there has been no change in the circumstances of BioTime or the facts
herein set forth since the date hereof.
TABLE OF CONTENTS
Prospectus Summary...........................................................3
Risk Factors.................................................................5
The Company..................................................................9
Use of Proceeds.............................................................11
Selling Shareholder.........................................................11
Plan of Distribution........................................................13
Legal Matters...............................................................14
Experts.....................................................................14
Incorporation of Certain Information14
by Reference.............................................................14
Additional Information......................................................15
---------------------
---------------------
---------------------
---------------------
BIOTIME, INC.
622,548 Common Shares
-------------
PROSPECTUS
-------------
August __, 2000
---------------------
---------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The estimated expenses of the Registrant in connection with the
issuance and distribution of the securities being registered hereby are as
follows:
Registration Fee-Securities and Exchange Commission...................$1,285.24
Accounting Fees...............................................................*
Legal Fees....................................................................*
Miscellaneous Expenses...................................................___*__
------
Total..................................................$ *
======
-----------------
*To be filed by amendment.
Item 15. Indemnification of Directors and Officers.
Section 317 of the California Corporations Code permits
indemnification of directors, officers, employees and other agents of
corporations under certain conditions and subject to certain limitations. In
addition, Section 204(a)(10) of the California Corporations Code permits a
corporation to provide, in its articles of incorporation, that directors shall
not have liability to the corporation or its shareholders for monetary damages
for breach of fiduciary duty, subject to certain prescribed exceptions. Article
Four of the Articles of Incorporation of the Registrant contains provisions for
the indemnification of directors, officers, employees and other agents within
the limitations permitted by Section 317 and for the limitation on the personal
liability of directors permitted by Section 204(b)(10), subject to the
exceptions required thereby.
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Item 16. Exhibits and Financial Statement Schedules.
Exhibit
Numbers Description
4.1 Warrant Agreement+
4.2 Form of Warrant+
5 Opinion of Counsel+
23 Consent of Deloitte & Touche LLP+
+ Filed herewith.
Item 17. Undertakings.
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 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 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 final
adjudication of such issue.
The undersigned registrant hereby undertakes:
(1) To file during any period in which offers or sales are 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 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;
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<PAGE>
(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.
(2) That for the purpose of determining any liability under the Securities
Act of 1933, each 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 the purposes of
determining any liability under the Securities Act of 1922, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 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.
The undersigned undertakes that:
(1) For the purposes of determining any liability under the Securities Act
of 1933, 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 Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purposes of determining any liability under the Securities Act
of 1933, 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 bona fide offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Berkeley,
State of California on August 16, 2000.
BIOTIME, INC.
By Paul Segall
------------------------------
Paul Segall, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/Paul E. Segall
----------------------
Paul E. Segall, Ph.D. Chairman, Chief Executive Officer and August 16, 2000
Director (Principal Executive Officer)
/s/Ronald S. Barkin
----------------------
Ronald S. Barkin President and Director August 16, 2000
/s/Harold D. Waitz
----------------------
Harold D. Waitz, Ph.D. Vice President and Director August 16, 2000
/s/Hal Sternberg
----------------------
Hal Sternberg, Ph.D. Vice President and Director August 16, 2000
/s/Victoria Bellport
----------------------
Victoria Bellport Chief Financial Officer and August 16, 2000
Director (Principal Financial and
Accounting Officer)
/s/Judith Segall
----------------------
Judith Segall Vice President, Corporate Secretary August 16, 2000
and Director
----------------------
Jeffrey B. Nickel Director August__, 2000
----------------------
Milton H. Dresner Director August__, 2000
</TABLE>
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EXHIBIT INDEX
Exhibit
Numbers Description
-------- -----------
4.1 Warrant Agreement+
4.2 Form of Warrant +
5 Opinion of Counsel+
23 Consent of Deloitte & Touche LLP+
+ Filed herewith.
