AS FILED WITH THE SECURTIES AND EXCHANGE COMMISSION
ON AUGUST 12, 1996
REGISTRATION NO. 333-8333
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
_____________
PARACELSIAN, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 16-1399565
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Identification
Organization) Number)
222 Langmuir Laboratories
Cornell Technology Park
Ithaca, New York 14850
(607) 257-4224
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Executive Offices)
_____________________________
Keith A. Rhodes
Paracelsian, Inc.
222 Langmuir Laboratories
Cornell Technology Park
Ithaca, New York 14850
(607) 257-4224
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
Please send copies of all correspondence to:
George Lander, Esq.
Morse, Zelnick, Rose & Lander, LLP
450 Park Avenue
New York, New York 10022-2605
Telephone No. (212) 838-4175
Fax No. (212) 838-9190
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the Registration Statement becomes effective.
____________________
<PAGE>
If the only securities being registered on this Form are to be 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 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box .X
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Expenses in connection with the issuance and distribution of the securities
being registered hereunder other than underwriting commissions and expenses, are
estimated below.
SEC Registration Fee. . . . . . . . . . . . . . $ 1,092.42
Printing expenses . . . . . . . . . . . . . . . $ 1,000.00*
Accounting fees and expenses. . . . . . . . . . $10,000.00*
Legal fees and expenses . . . . . . . . . . . . $11,000.00*
Miscellaneous expenses. . . . . . . . . . . . . $ 407.58*
Total . . . . . . . . . . . . . . . . . . $23,500.00*
* estimated
Item 15. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law grants to the
Company the power to indemnify the officers and directors of the Company,
under certain circumstances and subject to certain conditions and
limitations as stated therein, against all expenses and liabilities
incurred by or imposed upon them as a result of suits brought against them
as such officers and directors if they act in good faith and in a manner
they reasonably believe to be in or not opposed to the best interests of
the Company and, with respect to any criminal action or proceeding, have
no reasonable cause to believe their conduct was unlawful.
The Company's Certificate of Incorporation provides as follows:
"NINTH: The personal liability of the directors of the corporation
is hereby eliminated to the fullest extent permitted by paragraph (7) of
subsection (b) of Section 102 of the General Corporation Law of the State
of Delaware, as the same may be amended and supplemented.
TENTH: The corporation shall, to the fullest extent permitted by
Section 145 of the General Corporation Law of the State of Delaware, as
the same may be amended and supplemented, indemnify any and all persons
whom it shall have power to indemnify under said section from and against
any and all of the expenses, liabilities or other matters referred to in
or covered by said sections, and the indemnification provided for herein
shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in
his official capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person."
<PAGE>
Item 16. Exhibits
Exhibit No. Description
5.1 Opinion of Morse, Zelnick, Rose & Lander, LLP as
to legality of the securities being registered.
23.1 Consent of Arthur Andersen LLP
23.3 Consent of Morse, Zelnick, Rose & Lander, LLP
(included in Exhibit 5.1)
25.1 Power of Attorney
_____________
Item 17. Undertakings
A. The undersigned Registrant hereby undertakes to:
(1) File, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement
to:
(i) Include any additional or changed material information on the plan of
distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial
bona fide offering.
(3) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.
B. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers
and controlling persons of the small business issuer pursuant to the
foregoing provisions, or otherwise, the small business issuer 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized in New
York, New York on the 8th day of August 1996.
PARACELSIAN, INC.
By: /s/Keith A. Rhodes,
Chairman of the Board, President
and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Keith A. Rhodes, George Lander, or
either one of them, his true and lawful attorney-in-fact and agent, 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 pre- or
post-effective amendments to this Registration Statement, and to file the
same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite or necessary to
be done in and about the premises, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or either of them, or their or his
substitutes, may lawfully do or cause to be done by virtue hereof.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signatures Title Date
*____________________ Chairman of the Board,
Keith A. Rhodes President and Chief
Executive Officer
*____________________ Vice President of Science
John G. Babish Secretary and Director
* ________________________ Vice President and Chief
Arthur A. Koch, Jr. Financial Officer
* ______________________ Director
T. Colin Campbell
* ______________________ Director
Michael A. Gallo
*_______________________ Director
Bruce Hawley
_______________________ Director
James Nichols
*________________________ Director
Theodore P. Nikolis
*_________________________ Director
William Warwick
*_________________________ Director
Jack O'Reilly
By:/s/ Keith A. Rhodes August 8, 1996
Keith A. Rhodes, Attorney-in-Fact
