As filed with the Securities and Exchange Commission on
September 11, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________
BIOWHITTAKER, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-3917176
(State or other jurisdiction(I.R.S. Employer Identification
No.)
of incorporation or organization)
8830 Biggs Ford Road
Walkersville, Maryland 21793-0127
(Address of Principal Executive Offices)(Zip Code)
BioWhittaker, Inc. 1991 Long-Term Stock Incentive Plan
(Full title of the plan)
F. Dudley Staples, Jr.
BioWhittaker, Inc.
8830 Biggs Ford Road
Walkersville, Maryland 21793-0127
(Name and address of agent for service)
(301) 898-7025
(Telephone number, including area code, of agent for
service)
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount of
Securities to Be Maximum Maximum Registratio
to Be Registe Offering Aggregate n Fee (1)
Registered red Price per Offering
Share (1) Price (1)
Common 500,000
Stock Shares $6.8125 $3,406,250 $1,174.57
$.01 Par
Value
(1) Estimated pursuant to Rule 457(h) under the
Securities Act of 1933 based upon the average of the high
and low prices for the Registrant's Common Stock reported on
the New York Stock Exchange Composite Tape on September 10,
1996 solely for the purpose of calculating the registration
fee.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
In order to register an additional 500,000 shares of the
common stock, par value $.01 per share, of BioWhittaker,
Inc. (the "Registrant") in connection with the Registrant's
1991 Long-Term Stock Incentive Plan, the Registrant hereby
incorporates herein by reference its Registration Statement
on Form S-8 (Registration No. 33-46139) filed with the
Securities and Exchange Commission on March 4, 1992.
EXHIBITS
The following is a complete list of exhibits filed as
part of this Registration Statement:
<TABLE>
<CAPTION>
Exhibit Description
Number
<S> <C>
5 Opinion of F. Dudley Staples, Jr.,
General Counsel of the Registrant,
with respect to the legality of the
securities registered under this
Registration Statement
23.1 Consent of F. Dudley Staples, Jr.
(included in Exhibit 5)
23.2 Consent of Ernst & Young LLP
</TABLE>
2
<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 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 Walkersville,
State of Maryland, on August 6, 1996.
BIOWHITTAKER, INC.
By: /s/ NOEL L. BUTERBAUGH
Noel L. Buterbaugh
President and Chief Executive
Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Noel L.
Buterbaugh and F. Dudley Staples, Jr., or either of them,
his true and lawful attorneys-in-fact and agents, 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 to this registration statement, and
to file the same, with all exhibits thereto, and other
documents in connection herewith, with the Securities and
Exchange Commission, granting unto each of said attorneys-in-
fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be
done, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that
each of said attorneys-in-fact and agents, or his substitute
or substitutes, may lawfully do or cause to be done by
virtue hereof.
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 date
indicated.
Signature and Capacity Date
/s/ NOEL L. BUTERBAUGH August 6,
1996
Noel L. Buterbaugh
President, Chief Executive Officer and Director
(Principal Executive Officer)
/s/ PHILIP L. ROHRER, JR. August 6,
1996
Philip L. Rohrer, Jr.
Vice President and Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
3
<PAGE>
Signature and Capacity Date
/s/ JOSEPH F. ALIBRANDI August 6,
1996
Joseph F. Alibrandi, Director
/s/ RUDIGER ERCKEL August 6, 1996
Rudiger Erckel, Director
/s/ STANLEY M. LEMON August 5,
1996
Stanley M. Lemon, Director
/s/ JOHN L. SEVER August 6, 1996
John L. Sever, Director
/s/ THOMAS R. WINKLER August 2,
1996
Thomas R. Winkler, Director
4
<PAGE>
EXHIBIT INDEX
Listed below are the Exhibits filed herewith and
which appear immediately hereafter.
<TABLE>
<CAPTION>
Exhibit Description
Number
<S> <C>
5 Opinion of F. Dudley Staples, Jr.,
General Counsel of the Registrant,
with respect to the legality of the
securities registered under this
Registration Statement
23.1 Consent of F. Dudley Staples, Jr.
(included in Exhibit 5)
23.2 Consent of Ernst & Young LLP
</TABLE>
5
Exhibit 5
August 12, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Subject: SEC Registration Statement for shares issuable
under the BioWhittaker, Inc. 1991 Long-Term
Incentive Plan
Ladies and Gentlemen:
I am the general counsel of BioWhittaker, Inc.
("BioWhittaker") and am rendering this opinion in connection
with the registration on Form S-8 under the Securities Act
of 1933, as amended, of an additional 500,000 shares of
BioWhittaker's Common Stock $.01 par value (the
"BioWhittaker Common Stock") deliverable in accordance with
the BioWhittaker, Inc. 1991 Long-Term Stock Incentive Plan,
as amended through March 5, 1996 (the "Plan").
I have examined originals or copies, certified or otherwise
identified to my satisfaction, of such documents, corporate
records, certificates of public officials and other
instruments relating to the adoption of the amendment to the
Plan as I have deemed necessary or advisable for the
purposes of this opinion.
Upon the basis of the foregoing, I am of the opinion that
the BioWhittaker Common Stock deliverable upon exercise of
the options issued pursuant to the Plan are duly authorized
and, when issued in accordance with the terms of the Plan,
will be legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement for the Plan on Form S-8.
Very truly yours,
/s/F. DUDLEY STAPLES, JR.
F. Dudley Staples, Jr.
Secretary and General Counsel
Exhibit 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the
Registration Statement (Form S-8 No. 333-_____) pertaining
to the BioWhittaker, Inc. 1991 Long-Term Stock Incentive
Plan of our report dated December 21, 1996, except for Note
12, as to which the date is January 17, 1996, with respect
to the consolidated financial statements and schedules of
BioWhittaker, Inc. included in the Annual Report (Form 10-K)
for the year ended October 31, 1995.
/s/ ERNST & YOUNG LLP
Ernst & Young LLP
Baltimore, Maryland
September 5, 1996.
