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As filed with the Securities and Exchange Commission on July 27, 1999
Registration No. 333-________
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)
1997 STOCK INCENTIVE 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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CALCULATION OF REGISTRATION FEE
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<CAPTION>
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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 Stock, 750,000
$.01 par value shares $5.44(1) $4,080,000(1) $1,135
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee,
and based on the average of the high and low prices of the Common Stock
on the Nasdaq National Market on July 21, 1999 in accordance with
Rules 457(c) and 457(h) under the Securities Act of 1933.
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Statement of Incorporation by Reference
This Registration Statement on Form S-8 incorporates by reference
the contents of the Registration Statement on Form S-8, File No. 333-29055,
relating to the Registrant's 1997 Stock Incentive Plan.
1
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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 Charlestown, Commonwealth of Massachusetts, on this
27th day of July, 1999.
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 and Richard
V. Capasso, 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 said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.
2
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Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Elliot Lebowitz
- ----------------------- President and Chief July 27, 1999
Elliot Lebowitz Executive Officer
(Principal Executive
Officer)
/s/ Richard V. Capasso
- ----------------------- Vice President, Finance July 27, 1999
Richard V. Capasso and Treasurer (Principal
Financial and
Accounting Officer)
/s/ Donald R. Conklin
- ----------------------- Director July 27, 1999
Donald R. Conklin
/s/ William W. Crouse
- ----------------------- Director July 27, 1999
William W. Crouse
/s/ James C. Foster
- ----------------------- Director July 27, 1999
James C. Foster
/s/ Daniel O. Hauser
- ----------------------- Director July 27, 1999
Daniel O. Hauser
- ----------------------- Director
Michael S. Perry
/s/ Robert A. Vukovich
- ----------------------- Director July 27, 1999
Robert A. Vukovich
3
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
4.1(1) Restated Certificate of Incorporation, as amended to date
4.2(1) By-laws, as amended to date
4.3(2) Specimen Certificate of Common Stock, $.01 par value per share, 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, independent public accountants
24 Power of Attorney (included in the signature pages of this Registration
Statement)
- -------------------------------
(1) Incorporated herein by reference to the Registrant's Quarterly Report
on Form 10-Q for the quarterly period ending March 31, 1996.
(2) Incorporated herein by reference to the Registrant's Registration
Statement on Form S-1 (File No. 333-2144).
4
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EXHIBIT 5
HALE AND DORR LLP
Counsellors At Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 * FAX 617-526-5000
July 27, 1999
BioTransplant Incorporated
Building 75, Third Avenue
Charlestown Navy Yard
Charlestown, Massachusetts 02129
Re: 1997 Stock Incentive 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 under the Securities Act of 1933, as amended (the "Securities Act"),
relating to an aggregate of 750,000 shares of Common Stock, $.01 par value per
share (the "Shares"), of BioTransplant Incorporated, a Delaware corporation (the
"Company"), issuable under the Company's 1997 Stock Incentive 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 in accordance with the Plan, to register and qualify the
Shares for sale under all applicable state securities or "blue sky" laws. We
express no opinion herein as to 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
have been duly authorized for issuance and, when the Shares are issued and paid
for in accordance with the terms and conditions of the Plan, the Shares will be
validly issued, fully paid and
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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 under the caption "Interests of Named Experts and Counsel." 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 matters.
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 our report dated
January 27, 1999 included in BioTransplant Incorporated's Form 10-K for the
year ended December 31, 1998 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
-----------------------
Arthur Andersen LLP
Boston, Massachusetts
July 23, 1999
