As filed with the Commission on June 16, 1997 File No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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CYTOTHERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-3078125
----------------------------------- --------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
Two Richmond Square
Providence, Rhode Island 02906
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(Address of principal executive offices, including zip code)
1992 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Frederic A. Eustis, III, Esq.
Secretary
CytoTherapeutics, Inc.
Two Richmond Square
Providence, Rhode Island 02906
(410) 272-3310
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(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Title of Securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per aggregate offering registration fee
share<F1> price <F1>
Common Stock, 100,000 shares $5.375 $5,375,000 $163.00
par value $0.01
<FN>
<F1> Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low prices
of CytoTherapeutics, Inc. Common Stock, par value $0.01, reported on NASDAQ/NMS
on June 10, 1997.
</FN>
</TABLE>
Page 1 of 6 pages.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Incorporation by Reference
-----------------------------------------------
Pursuant to General Instruction E to Form S-8, the contents of the
Registrant's Registration Statement on Form S-8 (File Number 33-49524) are
incorporated herein by reference thereto.
Item 8. Exhibits.
--------
Exhibit
4.1 Specimen Stock Certificate (incorporated by reference to Exhibit 4 of
the Registrant's Registration Statement on Form S-1,
File No. 33-45739).
5.1 Opinion of Ropes & Gray.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Ropes & Gray (contained in the opinion filed as Exhibit 5
to this registration statement).
24.1 Powers of Attorney (included in Part II of this registration statement
under the caption "Signatures").
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<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
of the requirements for filing on Form S-8 and has duly caused this registration
statement on Form S-8 to be signed on its behalf by the undersigned thereunto
duly authorized, in Providence, Rhode Island, on May 30, 1997.
By /s/ Seth A. Rudnick
____________________________________
Seth A. Rudnick
Chairman and Chief Executive Officer
and Director
Each person whose signature appears below constitutes and appoints Seth
A. Rudnick and Frederic A. Eustis, and each of them singly, his or her true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement on Form S-8 to be filed by
CytoTherapeutics, Inc., 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 full power and
authority to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their 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 on Form S-8 has been signed below by the following
persons in the capacities shown.
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Capacity Date
- --------- -------- ----
/s/ Seth A. Rudnick Chairman, Chief Executive Officer May 30, 1997
__________________________ and Director (principal executive
Seth A. Rudnick officer)
/s/ Frederic A. Eustis Acting Chief Financial Officer, Vice May 30, 1997
___________________________ President, General Counsel, Secretary
Frederic A. Eustis and Treasurer (principal financial
officer)
/s/ Suzanne Fleming Controller (principal accounting May 30, 1997
___________________________ officer)
Suzanne Fleming
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<PAGE>
Signature Capacity Date
- --------- -------- ----
/s/ Edwin C. Cadman Director May 30, 1997
- ---------------------------
Edwin C. Cadman
/s/ Donald R. Conklin Director May 30, 1997
- ---------------------------
Donald R. Conklin
/s/ Patrick Aebischer
___________________________ Director May 30, 1997
Patrick Aebischer
/s/ Mark J. Levin Director May 30, 1997
- --------------------------
Mark J. Levin
/s/ Richard J. Ramsden Director May 30, 1997
- --------------------------
Richard J. Ramsden
/s/ Peter K. Simon Director May 30, 1997
- --------------------------
Peter K. Simon
/s/ Sandra Nusinoff Lehrman Director May 30, 1997
- --------------------------
Sandra Nusinoff Lehrman
</TABLE>
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<PAGE>
Exhibit 5.1
June 16, 1997
CytoTherapeutics, Inc.
2 Richmond Square
Providence, RI 02906
Ladies and Gentlemen:
This opinion is furnished to you in connection with a registration
statement on Form S-8 (the "Registration Statement"), filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended, for the registration of 100,000 shares of common stock, $.01 par value
(the "Shares"), of CytoTherapeutics, Inc. (the "Company") issuable under the
Company's 1992 Employee Stock Purchase Plan (the "Plan").
We have acted as counsel for the Company in connection with the Plan
and are familiar with the actions taken by the Company in connection therewith.
For purposes of this opinion we have examined the Registration Statement, the
Plan, and such other documents as we deemed appropriate.
Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized, and the Shares, when issued and sold in accordance with
the terms of the Plan, will be validly issued, fully paid and non-assessable.
We hereby consent to your filing this opinion as an exhibit to the
Registration Statement and to all references to our firm included in or made a
part of this Registration Statement.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
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<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the 1992 Employee Stock Purchase Plan of
CytoTherapeutics, Inc. of our report dated February 6, 1997, except for Note 17,
as to which the date is February 13, 1997, with respect to the consolidated
financial statements of CytoTherapeutics, Inc. included in its Annual Report
(Form 10-K) for the year ended December 31, 1996, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Boston, Massachusetts
June 9, 1997
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<PAGE>
