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Registration No. 333-51556
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective
Amendment No. 1
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Aastrom Biosciences, Inc.
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(Exact name of registrant as specified in its charter)
Michigan 94-3096597
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(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
24 Frank Lloyd Wright Drive
Ann Arbor, Michigan 48106
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(Address of principal executive offices) (Zip code)
1996 Outside Directors Stock Option Plan
Amended and Restated 1992 Incentive and Non-Qualified Stock Option Plan
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(Full title of the plan)
Todd Simpson
Chief Financial Officer
Aastrom Biosciences, Inc.
24 Frank Lloyd Wright Drive
Ann Arbor, Michigan 48106
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(Name and address of agent for service)
Telephone number, including area code, of agent for service: 734/930-5555
This registration statement shall become effective in accordance with Rule 462
promulgated under the Securities Act of 1933, as amended.
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SHARES TO BE AGGREGATE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED 1 PRICE PER UNIT 2 OFFERING PRICE (1) FEE
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Common Stock
($0 par value)
Amended and Restated 1992 Incentive and Non-Qualified Stock Option Plan
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<S> <C> <C> <C> <C>
1,400,000 $0.93 $1,302,000 $326.00
1996 Outside Directors Stock Option Plan
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150,000 $0.93 $ 139,500 $ 35.00
TOTAL 1,550,000 $0.93 $1,441,500 $361.00(3)
========= ===== ========== =======
</TABLE>
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1 In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement includes an indeterminate number of
additional shares as may be issuable as a result of anti-dilution provisions.
2 Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. The price is based upon the average of the high and low prices
of the Common Stock on January 3, 2000, as reported on the Nasdaq National
3. $577.00 paid with initial filing.
Market.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. Incorporation of Documents by Reference
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The following documents filed with the Securities and Exchange Commission
(the "Commission") by the Company are incorporated by reference in this
Registration Statement:
(1) The Company's Annual Report on Form 10-K for the year ended June 30,
2000;
(2) The Company's Quarterly Report on Form 10-Q for the period ended
September 30, 2000;
(3) The Company's Definitive Proxy Statement for the Annual Meeting of
Stockholders held on November 15, 2000;
(4) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), since the end of
the fiscal year covered by the document referred to in (1) above.
(5) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, filed pursuant to Section 12 of
the Exchange Act, including any amendment or report filed for the purpose of
updating such description.
(6) All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment to this registration statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities
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The class of securities to be offered is registered under Section 12 of the
Exchange Act.
Item 5. Interests of Named Experts and Counsel
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The validity of the shares of Common Stock to be offered hereunder has been
passed upon for the Company by Pepper Hamilton LLP, Detroit, Michigan.
<PAGE>
Item 6. Indemnification of Directors and Officers
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Sections 1561 through 1571 of the Michigan Business Corporation Act (the
"MBCA") authorize a corporation to grant or a court to award, indemnity to
directors, officers, employees and agents in terms sufficiently broad to permit
such indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933.
The Bylaws of the Company provide that the Company shall, to the fullest
extent authorized or permitted by the MBCA, or other applicable law, indemnify a
director or officer who was or is a party or is threatened to be made a party to
any proceeding by or in the right of the Company to procure a judgment in its
favor by reason of the fact that such person is or was a director, officer,
employee or agent of the Company, against expenses, including actual and
reasonable attorneys' fees, and amounts paid in settlement incurred in
connection with the action or suit, if the indemnitee acted in good faith and in
a manner the person reasonably believed to be in, or not opposed to, the best
interests of the Company or its shareholders. This section also authorizes the
Company to advance expenses incurred by any agent of the Company in defending
any proceeding prior to the final disposition of such proceeding upon receipt of
an undertaking by or on behalf of the agent to repay such amount unless it shall
be determined ultimately that the agent is entitled to be indemnified.
The Bylaws also authorize the Company to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Company against any liability asserted against or incurred by such person in
such capacity or arising out of such person's status as such, regardless of
whether the Company would have the power to indemnify such person against such
liability under the provisions of the MBCA.
The Company has entered into indemnification agreements with certain
individuals which contain provisions that may in some respects be broader than
the specific indemnification provisions contained under applicable law. The
indemnification agreement may require the Company, among other things, to
indemnify such directors, officers and key personnel against certain liabilities
that may arise by reason of their status or service as directors, officers or
employees of the Company, to advance the expenses incurred by such parties as a
result of any threatened claims or proceedings brought against them as to which
they could be indemnified, and to the maximum extent that insurance coverage of
such directors, officers and key employees under the Company's directors' and
officers' liability insurance policies is maintained.
Section 1209 of the MBCA permits a Michigan corporation to include in its
Articles of Incorporation a provision eliminating or limiting a director's
liability to a corporation or its shareholders for monetary damages for breaches
of fiduciary duty. The enabling statute provides, however, that liability for
breaches of the duty of loyalty, acts or omissions not in good faith or
involving intentional misconduct or knowing violations of the law, or the
receipt of improper personal benefits cannot be eliminated or limited in this
manner. The Company's
<PAGE>
Restated Articles of Incorporation include a provision which eliminates, to the
fullest extent permitted by the MBCA, director liability for monetary damages
for breaches of fiduciary duty.
Item 7. Exemption From Registration Claimed
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Inapplicable.
Item 8. Exhibits
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See Exhibit Index.
Item 9. Undertakings
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(a) Rule 415 Offering
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The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(l)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
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(b) Filings Incorporating Subsequent Exchange Act Documents By Reference
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The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) Request For Acceleration Of Effective Date Or Filing Of Registration
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Statement On Form S-8
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Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
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. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURE
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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 City of Ann Arbor, State of Michigan, on December 29, 2000.
AASTROM BIOSCIENCES, INC.
By: /s/ R. Douglas Armstrong
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R. Douglas Armstrong
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on December 29, 2000.
Signature Title
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/s/ R. Douglas Armstrong, Ph.D. President, Chief Executive Officer and
------------------------------- Director (Principal Executive Officer)
R. Douglas Armstrong, Ph.D.
/s/ Todd E. Simpson Vice President, Finance and Administration
------------------------------- and Chief Financial Officer (Principal
Todd E. Simpson Financial and Accounting Officer)
* Director
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Fabrizio Bonanni
* Director
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Mary L. Campbell
* Director
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Arthur F. Staubitz
* Director
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Joseph A. Taylor
* Director
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Alan M. Wright
* By: R. Douglas Armstrong Director
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Attorney in Fact
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EXHIBIT INDEX
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4.1* Restated Articles of Incorporation
4.2* By-Laws, as amended
5* Opinion re legality
23.1* Consent of Counsel (included in Exhibit 5)
23.2 Consent of Independent Accountants
24* Power of Attorney
* Filed previously.
