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As filed with the Securities and Exchange Commission
on June 12, 1997
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
BIOTRANSPLANT INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 04-3119555
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
CHARLESTOWN NAVY YARD
BUILDING 75, THIRD AVENUE
CHARLESTOWN, MASSACHUSETTS 02129
(Address of Principal Executive Offices) (Zip Code)
1994 DIRECTORS' EQUITY PLAN
(Full title of the Plan)
ELLIOT LEBOWITZ, PH.D.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
BIOTRANSPLANT INCORPORATED
CHARLESTOWN NAVY YARD
BUILDING 75, THIRD AVENUE
CHARLESTOWN, MASSACHUSETTS 02129
(Name and address of agent for service)
(617) 241-5200
(Telephone number, including area code, of agent for service)
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<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
- ---------- ---------- --------- --------- ------------
<S> <C> <C> <C> <C>
Common 35,000 $6.75(1) $236,250.00(1) $100
Stock, shares
$0.01 par
value per share
- --------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee and
based upon the average of the high and low trading prices of the
Registrant's Common Stock, as reported on the Nasdaq National Market on
June 6, 1997, in accordance with Rules 457(c) and 457(h) of the Securities
Act of 1933.
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Statement of Incorporation by Reference
---------------------------------------
This Registration Statement on Form S-8 incorporates by reference the
contents of Registration Statement on Form S-8, File No. 333-15249, filed by the
Registrant on October 31, 1996, relating to the 1994 Directors' Equity Plan of
BioTransplant Incorporated.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Town of Charlestown, Commonwealth of Massachusetts, this 10th
day of June, 1997.
BioTransplant Incorporated
By: /s/ Elliot Lebowitz
-------------------------------------
Elliot Lebowitz
President and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of BioTransplant
Incorporated, hereby severally constitute and appoint Elliot Lebowitz, Richard
V. Capasso and Steven D. Singer, and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names, in the capacities indicated below, the Registration Statement on
Form S-8 filed herewith, and any and all subsequent amendments to said
Registration Statement, and generally to do all such things in our names and on
our behalf and in our capacities as officers and directors to enable
BioTransplant Incorporated to comply with the provisions of the Securities Act
of 1933, as amended, and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by our said attorneys, or any of them, to said Registration Statement and any
and all amendments thereto.
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Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
/s/ Elliot Lebowitz President, Chief June 10, 1997
- ----------------------------- Executive Officer
Elliot Lebowitz and Director
(Principal
Executive
Officer)
/s/ Richard V. Capasso Vice President, June 10, 1997
- ----------------------------- Finance (Principal
Richard V. Capasso Financial and
Accounting Officer)
/s/ Donald P. Conklin Director June 10, 1997
- -----------------------------
Donald P. Conklin
/s/ William W. Crouse Director June 10, 1997
- -----------------------------
William W. Crouse
/s/ James C. Foster Director June 10, 1997
- -----------------------------
James C. Foster
/s/ Daniel O. Hauser Director June 10, 1997
- -----------------------------
Daniel O. Hauser
/s/ Robert A. Vukovich Director June 10, 1997
- -----------------------------
Robert A. Vukovich
Director June __, 1997
- -----------------------------
Daniel P. Kearney
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Exhibit Index
Exhibit
Number Description Page
- ------- ----------- ----
4.1 (1) Restated Certificate of Incorporation,
as amended to date. --
4.2 (1) By-laws, as amended to date --
4.3 (1) Specimen Certificate of Common Stock, --
$0.01 par value, of the Registrant
5 Opinion of Hale and Dorr LLP
23.1 Consent of Hale and Dorr LLP --
(included in Exhibit 5)
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney (included on the signature --
page of this Registration Statement)
-----------------
(1) Incorporated herein by reference to the Registrant's Registration
Statement on Form S-1 (File No. 333-2144).
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Exhibit 5
[Hale and Dorr Letterhead]
June 10, 1997
BioTransplant Incorporated
Charlestown Navy Yard
Building 75, Third Avenue
Charlestown, MA 02129
Re: 1994 Director's Equity Plan --
Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form
S-8 (the "Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act") relating to 35,000 shares of Common Stock, $.01 par value per
share (the "Shares"), of BioTransplant Incorporated, a Delaware corporation (the
"Company"), issuable under the Company's 1994 Directors' Equity Plan (the
"Plan").
We have examined the Restated Certificate of Incorporation and By-Laws
of the Company, each as amended to date, the Registration Statement and
originals, or copies certified to our satisfaction, of all pertinent records of
the meetings of the directors and stockholders of the Company and such other
documents relating to the Company as we have deemed material for the purposes of
this opinion.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents.
We assume that the appropriate action will be taken, prior to the offer
and sale of the Shares to register and qualify the Shares for sale under all
applicable state securities or "blue sky" laws. We express no opinion herein as
the laws of any state or jurisdiction other than the state laws of the
Commonwealth of Massachusetts, the Delaware General Corporation Law statute and
the federal laws of the United States of America. Based upon and subject to the
foregoing, we are of the opinion that the Shares covered by the Registration
Statement have been duly authorized for issuance under the Plan and that the
Shares, when issued against
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payment therefor in accordance with the terms of the Plan and at a price per
share in excess of the par value per share for such Shares, will be validly
issued, fully paid and nonassessable. It is understood that this opinion is to
be used only in connection with the offer and sale of the Shares while the
Registration Statement is in effect.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our
name therein. In giving such consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Commission.
Please note that we are opining only as to the matters expressly set
forth herein, and no opinion should be inferred as to any other matter.
Very truly yours,
/s/ HALE AND DORR LLP
HALE AND DORR LLP
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Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of BioTransplant
Incorporated on Form S-8 of our report dated January 28, 1997 included in the
Annual Report on Form 10-K (File No. 000-28324) of BioTransplant Incorporated
and to all references to our Firm included in this Registration Statement.
/s/ Arthur Andersen LLP
---------------------------
Arthur Andersen LLP
Boston Massachusetts
June 10, 1997
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