<PAGE>
As filed with the Securities and Exchange Commission on October 11, 2000
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NEOSE TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-3549286
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
102 Witmer Road
Horsham, Pennsylvania 19044
(Address of Principal Executive Offices) (Zip Code)
NEOSE TECHNOLOGIES, INC.
1995 STOCK OPTION/STOCK ISSUANCE PLAN
(Full Title of the Plan)
P. SHERRILL NEFF
President, Chief Operating Officer and Chief Financial Officer
102 Witmer Road
Horsham, Pennsylvania 19044
(Name and Address of Agent for Service)
(215) 441-5890
(Telephone Number, Including Area Code, of Agent for Service)
COPIES TO:
HOWARD L. SHECTER, ESQUIRE
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103
(215) 963-5000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share (1) offering price (1) registration fee
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value............. 690,000(2) $46.328 $31,966,320 $8,439.11
==============================================================================================================================
</TABLE>
(1) Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
registration fee, based upon the average of the high and low sales prices
of shares of Common Stock on October 3, 2000 as reported on the Nasdaq
National Market.
(2) In addition, pursuant to Rule 416 under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
================================================================================
<PAGE>
This registration statement on Form S-8 relates to the registration of an
additional 690,000 shares of Common Stock, $.01 par value, of the registrant.
The shares are securities of the same class and relating to the same employee
benefit plan, the Neose Technologies, Inc. 1995 Stock Option/Stock Issuance
Plan, as amended and restated, as those shares registered in the registrant's
registration statements on Form S-8, previously filed with the Securities and
Exchange Commission on September 8, 1997, February 15, 1996 and October 13,
1999. The earlier registration statements on Forms S-8 (Registration Nos.
333-35283, 333-01410 and 333-88913), are hereby incorporated by reference.
EXPERTS
The financial statements contained in the registrant's Annual Report on Form
10-K for the year ended December 31, 1999 incorporated by reference in this
registration statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in giving
said report.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this registration statement.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
<S> <C>
5.1* Opinion of Morgan, Lewis & Bockius LLP
23.1* Consent of Arthur Andersen LLP
23.2* Consent of Morgan, Lewis & Bockius LLP (included in its
opinion filed as Exhibit 5.1 hereto)
24.1* Power of Attorney (included on signature page of this
registration statement)
99.1* Neose Technologies, Inc. 1995 Stock Option/Stock Issuance
Plan, amended and restated as of June 26, 2000.
</TABLE>
----------
* Filed herewith
3
<PAGE>
SIGNATURES AND POWER OF ATTORNEY
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 Horsham, Pennsylvania, on October 10, 2000.
NEOSE TECHNOLOGIES, INC.
By: /s/ P. SHERRILL NEFF
---------------------------------------
P. Sherrill Neff
President, Chief Operating Officer 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.
Each person in so signing also makes, constitutes and appoints Stephen A.
Roth and P. Sherrill Neff and each of them acting alone, his true and lawful
attorney-in-fact, with full power of substitution, to execute and cause to be
filed with the Securities and Exchange Commission pursuant to the requirements
of the Securities Act of 1933, as amended, any and all amendments and
post-effective amendments to this registration statement, with exhibits thereto
and other documents in connection therewith, and hereby ratifies and confirms
all that said attorney-in-fact or his substitute or substitutes may do or cause
to be done by virtue hereof.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
/s/ STEPHEN A. ROTH Chief Executive Officer and October 10, 2000
--------------------------- Chairman of the Board
Stephen A. Roth (Principal Executive Officer)
/s/ P. SHERRILL NEFF President, Chief Operating October 10, 2000
--------------------------- Officer and Chief Financial
P. Sherrill Neff Officer (Principal Financial
and Accounting Officer)
and Director
/s/ WILLIAM F. HAMILTON Director October 10, 2000
---------------------------
William F. Hamilton
4
<PAGE>
/s/ DOUGLAS J. MACMASTER, JR. Director October 10, 2000
-----------------------------
Douglas J. MacMaster, Jr.
/s/ MARK H. RACHESKY Director October 10, 2000
--------------------
Mark H. Rachesky
/s/ LINDSAY A. ROSENWALD Director October 10, 2000
------------------------
Lindsay A. Rosenwald
/s/ LOWELL E. SEARS Director October 10, 2000
------------------------
Lowell E. Sears
/s/ JERRY A. WEISBACH Director October 10, 2000
------------------------
Jerry A. Weisbach
</TABLE>
5
<PAGE>
NEOSE TECHNOLOGIES, INC.
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
------- -------
<S> <C>
5.1* Opinion of Morgan, Lewis & Bockius LLP
23.1* Consent of Arthur Andersen LLP
23.2* Consent of Morgan, Lewis & Bockius LLP (included in its
opinion filed as Exhibit 5.1 hereto)
24.1* Power of Attorney (included on signature page of this
registration statement)
99.1* Neose Technologies, Inc. 1995 Stock Option/Stock Issuance
Plan, amended and restated as of June 26, 2000.
</TABLE>
----------
* Filed herewith.
6
