<PAGE>
As filed with the Securities and Exchange Commission on May 16, 1996
Registration No. ________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
LIFE MEDICAL SCIENCES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 14-1745197
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
-----------------
214 CARNEGIE CENTER
PRINCETON, NEW JERSEY 08540
(Address of principal executive offices) (Zip code)
-----------------
LIFE MEDICAL SCIENCES, INC.
AMENDED AND RESTATED 1992 STOCK OPTION PLAN;
OPTIONS GRANTED OUTSIDE OF THE OPTION PLAN
TO EMPLOYEES AND CONSULTANTS
(Full title of the plan)
------------------------
DR. HERBERT MOSKOWITZ
LIFE MEDICAL SCIENCES, INC.
214 CARNEGIE CENTER
PRINCETON, NEW JERSEY 08540
(Name and address of agent for service)
(609) 452-0707
(Telephone number, including area code, of agent for service)
--------------------
Copy to:
Irwin M. Rosenthal, Esq.
Rubin Baum Levin Constant & Friedman
30 Rockefeller Plaza
New York, NY 10112
(212) 698-7700
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------
PROPOSED
MAXIMUM PROPOSED MAXIMUM AMOUNT
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING OF REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE PRICE FEE
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($.001 par value per share). 355,833 (2) $ 7.5625 (16) $ 2,690,987 $ 927.93
Common Stock............................. 60,000 (3) $ 7.00 $ 420,000 $ 144.83
Common Stock............................. 50,000 (4) $ 9.00 $ 450,000 $ 155.17
Common Stock............................. 30,000 (5) $ 6.88 $ 206,400 $ 71.17
Common Stock............................. 25,000 (6) $ 2.50 $ 62,500 $ 21.55
Common Stock............................. 200,000 (7) $ 2.66 $ 532,000 $ 183.45
Common Stock............................. 10,000 (8) $ 2.00 $ 20,000 $ 6.90
Common Stock............................. 1,167 (9) $ 6.00 $ 27,002 $ 2.41
Common Stock............................. 50,000 (10) $ 2.82 $ 141,000 $ 48.62
Common Stock............................. 83,334 (11) $ 2.75 $ 229,168.50 $ 79.02
Common Stock............................. 67,500 (12) $ 6.00 $ 405,000 $ 139.66
Common Stock............................. 50,000 (13) $ 9.25 $ 462,500 $ 159.48
Common Stock............................. 10,000 (14) $ 7.00 $ 70,000 $ 24.14
Common Stock............................. 100,000 (15) $ 8.625 $ 862,500 $ 297.41
----------
Total................................................................................................. 2,108.47
======================================================================================================================
(foototes appear on next page)
</TABLE>
<PAGE>
- ----------------
(1) Pursuant to Rule 416, this Registration Statement also covers an
indeterminable number of additional shares as may become issuable pursuant
to terms designed to prevent dilution resulting from stock splits, stock
dividends or similar events.
(2) Represents shares of Common Stock reserved for issuance pursuant to options
available for grant (but not yet granted) under the registrant's Amended
and Restated 1992 Stock Option Plan (the "Option Plan"). Of a total of
907,500 shares of Common Stock authorized for issuance under the Option
Plan, 207,500 shares were previously registered. Of the shares previously
registered, 32,000 shares were underlying options granted at that time but
subsequently forfeited. Such shares are available for issuance pursuant to
options which may be granted under the Option Plan and are being registered
hereunder.
(3) Represents shares underlying an incentive stock option ("ISO") granted
under the Option Plan to Eli Pines.
(4) Represents shares underlying an ISO granted under the Option Plan to Eli
Pines.
(5) Represents shares underlying an ISO granted under the Option Plan to Donald
Fallon.
(6) Represents shares underlying a non-qualified stock option ("NQSO") granted
under the Option Plan to Coy Eklund.
(7) Represents shares underlying NQSOs granted under the Option Plan to Herbert
Moskowitz and Irwin Rosenthal for 150,000 shares and 50,000 shares,
respectively.
(8) Represents shares underlying an NQSO granted under the Option Plan to John
Venema.
(9) Represents shares underlying the previously unregistered portion of an NQSO
granted under the Option Plan to Daniel Mulvena for 25,000 shares.
(10) Represents shares underlying an NQSO granted not under the Option Plan to
the Julian Borgia Family Trust.
(11) Represents shares underlying NQSOs granted not under the Option Plan to
Julian Borgia and Edward Quilty for 33,334 and 50,000 shares, respectively.
(12) Represents shares underlying NQSOs granted not under the Option Plan to
Joel Gold, Coy Eklund and Robert Crane for 12,500, 25,000 and 30,000
shares, respectively.
(13) Represents shares underlying an NQSO granted not under the Option Plan to
Daniel Cohn.
(14) Represents shares underlying an NQSO granted not under the Option Plan to
Richard Boch.
(15) Represents shares underlying an NQSO granted not under the Option Plan to
Gere diZerega.
(16) Calculated on the basis of the average of the high and low prices as of
May 10, 1996 in accordance with Rule 457(h).
-2-
<PAGE>
INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT
The contents of the registrant's registration statement on Form S-8,
Registration No. 33-60580, are incorporated herein by reference.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters in connection with the issuance of the shares of
Common Stock, par value $.001 per share, of the registrant being registered
hereby are being passed upon by Rubin Baum Levin Constant & Friedman, 30
Rockefeller Plaza, New York, New York 10112, counsel to the Registrant. Irwin
M. Rosenthal, a member of such firm, serves as an officer and a director of
the registrant. Mr. Rosenthal may be deemed to beneficially own, directly or
indirectly, 975,825 shares of Common Stock of the registrant, including 50,000
shares of Common Stock underlying an option exercisable at $2.66 per share
(the market value at the date of grant). In addition, other attorneys
associated with Rubin Baum Levin Constant & Friedman may be deemed to
beneficially own additional shares of Common Stock of the registrant.
ITEM 8. EXHIBITS.
The following is a complete list of exhibits filed as a part of this
registration statement:
<TABLE>
<CAPTION>
Exhibit No. Document
- ------------- -----------------------------------------------------------------------
<S> <C>
4.1 Amended and Restated 1992 Stock Option Plan (the "Option Plan") of the
registrant. (Incorporated by reference to Exhibit 10.1 contained in
Amendment No. 2 to the registrant's registration statement on Form S-1,
Registration No. 33-02588, filed on May 3, 1996).
4.2 Specimen Common Stock Certificate. (Incorporated by reference to
Exhibit 4.2 contained in the registrant's registration statement on Form
S-1, Registration No. 33-49008 (the "S-1").
4.3 Article Fourth of the registrant's Certificate of Incorporation, as
amended. (Incorporated by reference to Exhibit 3.1(a) contained in the S-1).
4.4 Form of Incentive Stock Option Agreement.
4.5 Form of Non-qualified Stock Option Agreement under the Option Plan.
4.6 Form of Nonqualified Stock Option Agreement not under the Option Plan.
5.1 Opinion of Rubin Baum Levin Constant & Friedman.
23.1 Consent of Rubin Baum Levin Constant & Friedman. (Included in Exhibit
5.1)
23.2 Consent of Richard A. Eisner & Company, LLP.
24.1 Powers of Attorney. (Included on the signature page of this Registration
Statement)
</TABLE>
3
<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 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 New York, State of New York, on May 14, 1996.
LIFE MEDICAL SCIENCES, INC.
By: /S/ Herbert Moskowitz
-------------------------
Herbert Moskowitz
Chairman of the Board of Directors,
Chief Executive Officer and President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Herbert Moskowitz and Irwin M. Rosenthal
his true and lawful attorney-in-fact and agent, each acting alone, with full
powers of substitution and resubstitution, for him and his name, place and
stead, in any and all capacities, to sign any and all 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, and to make any and all state securities law or blue sky filings,
granting unto said attorney-in-fact and agents, each acting alone, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully for all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agents, each acting alone, or his substitute or
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 has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/S/ Herbert Moskowitz Chairman of the Board of Directors, Chief May 14, 1996
- ------------------------ Executive Officer and President (principal
Herbert Moskowitz executive officer)
/S/ Donald W. Fallon Vice President and Chief Financial Officer May 14, 1996
- ------------------------- (principal financial and accounting officer)
Donald W. Fallon
Director
- --------------------------
Coy Eklund
/S/ Joel L. Gold Director May 14, 1996
- -------------------------
Joel L. Gold
/S/ Irwin M. Rosenthal Director May 14, 1996
- -------------------------
Irwin M. Rosenthal
</TABLE>
4
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit No. Document Page
- ---------- -------- ----
<S> <C> <C>
4.1 Amended and Restated 1992 Stock Option Plan (the "Option Plan")
of the registrant. (Incorporated by reference to Exhibit 10.1
contained in Amendment No. 2 to the registrant's registration
statement on Form S-1, Registration No. 33-02588, filed on May 3,
1996).
4.2 Specimen Common Stock Certificate. (Incorporated by reference to
Exhibit 4.2 contained in the registrant's registration statement on
Form S-1, Registration No. 33-49008 (the "S-1").
4.3 Article Fourth of the registrant's Certificate of Incorporation, as
amended. (Incorporated by reference to Exhibit 3.1(a) contained in
the S-1).
4.4 Form of Incentive Stock Option Agreement.
4.5 Form of Non-qualified Stock Option Agreement under the Option
Plan.
4.6 Form of Nonqualified Stock Option Agreement not under the Option
Plan.
5.1 Opinion of Rubin Baum Levin Constant & Friedman.
23.1 Consent of Rubin Baum Levin Constant & Friedman. (Included in
Exhibit 5.1)
23.2 Consent of Richard A. Eisner & Company, LLP.
24.1 Powers of Attorney. (Included on the signature page of this Registration Statement)
</TABLE>
1
<PAGE>
Exhibit 4.4
-----------
LIFE MEDICAL SCIENCES, INC.
STOCK OPTION AGREEMENT
UNDER THE AMENDED AND RESTATED 1992 STOCK OPTION PLAN
(INCENTIVE STOCK OPTION)
AGREEMENT entered into as of the date set forth on the signature page
hereto by and between Life Medical Sciences, Inc., a Delaware corporation, with
a principal place of business at 214 Carnegie Center in Princeton, New Jersey
(together with its subsidiaries, if any, the "Company"), and the undersigned
(the "Optionee").
WHEREAS, the Company desires to grant to the Optionee an incentive stock
option under the Company's Amended and Restated 1992 Stock Option Plan (the
"Plan") to acquire shares of the Company's Common Stock, $.001 par value (the
"Shares"); and
WHEREAS, the Plan provides that each option is to be evidenced by an option
agreement, setting forth the terms and conditions of the option.
NOW THEREFORE, in consideration of the premises and of the mutual covenants
and agreements contained herein, the Company and the Optionee hereby agree as
follows:
1. Grant of Option.
---------------
The Company hereby grants to the Optionee an incentive stock option under
the Plan (the "Option") to purchase all or any part of an aggregate of the
number of Shares set forth on the signature page to this Agreement on the terms
and conditions hereinafter set forth. The Option shall be treated as an
incentive stock option under Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code").
2. Purchase Price.
--------------
The purchase price ("Purchase Price") for the Shares covered by the Option
shall be the dollar amount per share set forth on the signature page to this
Agreement.
3. Time of Vesting and Exercise of Option.
--------------------------------------
Subject to Section 4 hereof, the Option shall vest and become
exercisable on the dates and as to the installment amounts set forth on the
signature page to this Agreement. To the extent the Option (or any portion
thereof) is not exercised by the Optionee when it becomes exercisable, it shall
not expire, but shall be carried forward and shall be exercisable, on a
cumulative basis, until the Expiration Date (as hereinafter defined) or until
earlier termination as hereinafter provided.
<PAGE>
4. Term; Extent of Exercisability.
------------------------------
(a) Term.
(i) The Option shall expire as to each installment amount on the
date set forth next to each such amount on the signature page to
this Agreement (the "Expiration Date"), subject to earlier
termination as herein provided.
(ii) Except as otherwise provided in this Section 4, if the
Optionee ceases to perform services for the Company, the Option
shall terminate on the earlier of the last day of the third month
or ninety days after the date such Optionee ceases to perform
services for the Company, or on the date on which the Option
expires by its terms, whichever occurs first.
(iii) If the Optionee ceases to perform services for the Company
because of dismissal for cause or because the Optionee is in
breach of any employment agreement, such Option will terminate on
the date the Optionee ceases to perform services for the Company.
(iv) If the Optionee ceases to perform services for the Company
because the Optionee has become permanently disabled (within the
meaning of Section 22(e)(3) of the Code), such Option shall
terminate on the last day of the twelfth month from the date such
Optionee ceases to perform services for the Company, or on the
date on which the Option expires by its terms, whichever occurs
first.
(v) In the event of the death of the Optionee, the Option granted
to such Optionee shall terminate on the last day of the twelfth
month from the date of death, or on the date on which the Option
expires by its terms, whichever occurs first.
(b) Extent of Exercisability.
------------------------
(i) Except as provided below, if the Optionee ceases to perform
services for the Company, the Option shall be exercisable only to
the extent that the right to purchase Shares under such Option
has accrued and is in effect on the date such Optionee ceases to
perform services for the Company.
(ii) If the Optionee ceases to perform services for the Company
because he or she has become permanently disabled (within the
meaning of Section 22(e)(3) of the Code), the Option shall be
exercisable to the full number of Shares covered by such Option.
-2-
<PAGE>
(iii) In the event of the death of the Optionee, the Option may
be exercised with respect to the full number of Shares covered
thereby whether or not under the provisions of Section 3 hereof
the Optionee was entitled to do so at the date of his or her
death, by the estate of such Optionee, or by any person or
persons who acquired the right to exercise such Option by bequest
or inheritance or by reason of the death of such Optionee.
5. Manner of Exercise of Option.
----------------------------
(a) To the extent that the right to exercise the Option has accrued
and is in effect, the Option may be exercised in full or in part by
giving written notice to the Company stating the number of Shares as
to which the Option is being exercised and accompanied by payment in
full for such Shares. No partial exercise may be made for less than
one hundred (100) full Shares of Common Stock. Payment shall be made
in accordance with the terms of the Plan. Upon such exercise, delivery
of a certificate for paid-up, non-assessable Shares shall be made at
the principal office of the Company to the person exercising the
Option, not less than thirty (30) and not more than ninety (90) days
from the date of receipt of the notice by the Company.
(b) The Company shall at all times during the term of the Option
reserve and keep available such number of Shares of its Common Stock
as will be sufficient to satisfy the requirements of the Option.
6. Non-Transferability.
-------------------
The right of the Optionee to exercise the Option shall not be
assignable or transferable by the Optionee otherwise than by will or the laws or
descent and distribution or pursuant to a domestic relations order as defined in
the Code or Title 1 of the Employee Retirement Income Security Act or the rules
thereunder, and the Option may be exercised during the lifetime of the Optionee
only by him or her. The Option shall be null and void and without effect upon
the bankruptcy of the Optionee or upon any attempted assignment or transfer,
except as herein provided, including without limitation any purported
assignment, whether voluntary or by operation of law, pledge, hypothecation or
other disposition contrary to the provisions hereof, or levy of execution,
attachment, trustee process or similar process, whether legal or equitable, upon
the Option.
7. Representation Letter and Investment Legend.
-------------------------------------------
In the event that for any reason the Shares to be issued upon exercise
of the Option shall not be effectively registered under the Securities Act of
1933 (" 1933 Act"), upon any date on which the Option is exercised in whole or
in part, the person exercising the Option shall give a written representation to
the Company in the form attached hereto as Exhibit 1 and the Company shall place
an "investment legend", so-called, as described in Exhibit 1, upon any
certificate for the Shares issued by reason of such exercise.
-3-
<PAGE>
8. Adjustments on Changes in Capitalization.
----------------------------------------
Adjustments on changes in capitalization and the like shall be made in
accordance with the Plan, as in effect on the date of this Option.
9. No Special Employment Rights.
----------------------------
Nothing contained in the Plan or this Option shall be construed or
deemed by any person under any circumstances to bind the Company to continue the
employment of the Optionee for the period within which this Option may be
exercised. However, during the period of the Optionee's employment, the Optionee
shall render diligently and faithfully the services which are assigned to the
Optionee from time to time by the Board of Directors or by the executive
officers of the Company and shall at no time take any action which directly or
indirectly would be inconsistent with the best interests of the Company.
10. Rights as a Stockholder.
-----------------------
The Optionee shall have no rights as a stockholder with respect to any
Shares which may be purchased by exercise of this Option unless and until a
certificate or certificates representing such Shares are duly issued and
delivered to the Optionee. Except as otherwise expressly provided in the Plan,
no adjustment shall be made for dividends or other rights for which the record
date is prior to the date such stock certificate is issued.
11. Withholding Taxes.
-----------------
Whenever Shares are to be issued upon exercise of this Option, the
Company shall have the right to require the Optionee to remit to the Company an
amount sufficient to satisfy all Federal, state and local withholding tax
requirements prior to the delivery of any certificate or certificates for the
Shares. The Company may agree to permit the Optionee to authorize the Company to
withhold Shares of Common Stock purchased upon exercise of the Option to satisfy
the above-mentioned withholding requirement; provided, however, no such
agreement may be made by an Optionee who is an officer or director within the
meaning of Section 16 of the Securities Exchange Act of 1934, as amended, except
pursuant to a standing election to so withhold Shares of Common Stock purchased
upon exercise of the Option, such election to be made in the form set forth in
Exhibit 2 hereto and to be made not less than six (6) months prior to such
exercise. Such election may be revoked only upon providing six (6) months prior
written notice to the Company.
12. Plan Provisions Control.
-----------------------
In the event of any inconsistency between the provisions of this
Agreement and the provisions of the Plan, the inconsistent provision(s) of this
Agreement shall be superseded by the Plan provision(s) to the extent necessary
to reconcile the inconsistency.
-4-
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed, and the Optionee has hereunto set his or her hand, all as of the
________________ day of ___________________, 199_.
LIFE MEDICAL SCIENCES, INC.
By:
--------------------------------
Title:
OPTIONEE
Print Name:
------------------------
Sign Name:
-------------------------
Address:
---------------------------
Social Security Number:
------------
OPTION INFORMATION
-------------------
Total Number of Shares Underlying Option:
--------------------
Purchase Price Per Share:
------------------------------------
Vesting And Expiration Schedule
-------------------------------
Vesting Date Number of Shares Expiration Date
------------ ---------------- ---------------
-5-
<PAGE>
EXHIBIT 1
TO STOCK OPTION AGREEMENT
-------------------------
Gentlemen:
In connection with the exercise by me of an option to purchase shares of
Common Stock, $.001 par value, of Life Medical Sciences, Inc. (the "Company"), I
hereby acknowledge that I have been informed as follows:
1. The shares of Common Stock of the Company to be issued to me pursuant
to the exercise of said option (the "Shares") have not been registered under the
Securities Act of 1933, as amended (the "Securities Act") and, accordingly, must
be held indefinitely unless the Shares are subsequently registered under the
Securities Act, or an exemption from such registration is available.
2. Routine sales of securities made in reliance upon Rule 144 under the
Securities Act can be made only after the holding period provided by that Rule
has been satisfied, and, in any sale to which that Rule is not applicable,
registration or compliance with some other exemption under the Securities Act
will be required.
3. The availability of Rule 144 is dependent upon adequate current public
information with respect to the Company being available and, at the time that I
may desire to make a sale pursuant to the Rule, the Company may neither wish nor
be able to comply with such requirement.
In consideration of the issuance of certificates for the Shares to me, I
hereby represent and warrant that I am acquiring the Shares for my own account
for investment, and that I will not sell, pledge or transfer the Shares in the
absence of an effective registration statement covering the same, except as
permitted by the provisions of Rule 144, if applicable, or some other applicable
exemption under the Securities Act. In view of this representation and warranty,
I agree that there may be affixed to the certificates for the Shares to be
issued to me, and to all certificates issued hereafter representing the Shares
(until in the opinion of counsel, which opinion must be reasonably satisfactory
in form and substance to counsel for the Company, it is no longer necessary or
required) a legend as follows:
"The securities represented by this certificate have not been registered
under the Securities Act of 1933, as amended, and were acquired by the
registered holder pursuant to a representation and warranty that such
holder was acquiring the Shares for his own account and for investment,
with no intention of transfer or disposition of the same in violation of
the registration requirements of that Act. These securities may not be
sold, pledged, or transferred in the absence of an effective registration
statement under such Act, or an opinion of counsel, which opinion is
reasonably satisfactory to counsel to the Company, to the effect that
registration is not required under such Act."
-6-
<PAGE>
I further agree that the Company may place a stop transfer order with its
transfer agent, prohibiting the transfer of the Shares, so long as the legend
remains on the certificates representing the Shares.
Very truly yours,
Dated: _____________
-7-
<PAGE>
EXHIBIT 2
TO STOCK OPTION AGREEMENT
-------------------------
Gentlemen:
The undersigned Optionee hereby elects and agrees that, whenever the
undersigned exercises a stock option (including any options which now or may
hereafter be granted), Life Medical Sciences, Inc. (the "Company") shall
withhold from that exercise such number of Shares equal in value to the federal
and state withholding taxes due upon such exercise. The undersigned further
acknowledges and agrees that this election may not be revoked without six (6)
months' prior written notice to the Company.
OPTIONEE:
(Signature)
----------------------------------------
----------------------------------------
(Print Name)
----------------------------------------
-8-
<PAGE>
Exhibit 4.5
LIFE MEDICAL SCIENCES, INC.
STOCK OPTION AGREEMENT
UNDER THE AMENDED AND RESTATED 1992 STOCK OPTION PLAN
(NON-QUALIFIED STOCK OPTION)
AGREEMENT entered into as of the date set forth on the signature page
hereto by and between Life Medical Sciences, Inc., a Delaware corporation, with
a principal place of business at 214 Carnegie Center in Princeton, New Jersey
(together with its subsidiaries, if any, the "Company"), and the undersigned
(the "Optionee").
WHEREAS, the Company desires to grant to the Optionee a non-qualified stock
option under the Company's Amended and Restated 1992 Stock Option Plan (the
"Plan") to acquire shares of the Company's Common Stock, $.001 par value (the
"Shares"); and
WHEREAS, the Plan provides that each option is to be evidenced by an option
agreement, setting forth the terms and conditions of the option.
NOW THEREFORE, in consideration of the premises and of the mutual covenants
and agreements contained herein, the Company and the Optionee hereby agree as
follows:
1. Grant of Option.
---------------
The Company hereby grants to the Optionee a non-qualified stock option
under the Plan (the "Option") to purchase all or any part of an aggregate of the
number of Shares set forth on the signature page to this Agreement on the terms
and conditions hereinafter set forth. The Option shall NOT be treated as an
incentive stock option under Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code").
2. Purchase Price.
--------------
The purchase price ("Purchase Price") for the Shares covered by the Option
shall be the dollar amount per share set forth on the signature page to this
Agreement.
3. Time of Vesting and Exercise of Option.
--------------------------------------
Subject to Section 4 hereof, the Option shall vest and become
exercisable on the dates and as to the installment amounts set forth on the
signature page to this Agreement. To the extent the Option (or any portion
thereof) is not exercised by the Optionee when it becomes exercisable, it shall
not expire, but shall be carried forward and shall be exercisable, on a
cumulative basis, until the Expiration Date (as hereinafter defined) or until
earlier termination as hereinafter provided.
<PAGE>
4. Term; Extent of Exercisability.
------------------------------
(a) Term.
(i) The Option shall expire as to each installment amount on the
date set forth next to each such amount on the signature page to
this Agreement (the "Expiration Date"), subject to earlier
termination as herein provided.
(ii) Except as otherwise provided in this Section 4, if the
Optionee ceases to perform services for the Company, the Option
shall terminate on the earlier of the last day of the third month
or ninety days after the date such Optionee ceases to perform
services for the Company, or on the date on which the Option
expires by its terms, whichever occurs first.
(iii) If such termination to perform services is because of
dismissal for cause or because the Optionee is in breach of any
employment agreement, such Option will terminate on the date the
Optionee ceases to perform services for the Company.
(iv) If such termination to perform services is because the
Optionee has become permanently disabled (within the meaning of
Section 22(e)(3) of the Code), such Option shall terminate on the
last day of the twelfth month from the date such Optionee ceases
to perform services for the Company, or on the date on which the
Option expires by its terms, whichever occurs first.
(v) In the event of the death of the Optionee, the Option granted
to such Optionee shall terminate on the last day of the twelfth
month from the date of death, or on the date on which the Option
expires by its terms, whichever occurs first.
(b) Extent of Exercisability.
------------------------
(i) Except as provided below, if the Optionee ceases to perform
services for the Company, the Option shall be exercisable only to
the extent that the right to purchase Shares under such Option
has accrued and is in effect on the date such Optionee ceases to
perform services for the Company.
(ii) If the Optionee ceases to perform services for the Company
because he or she has become permanently disabled (within the
meaning of Section 22(e)(3) of the Code), the Option shall be
exercisable to the full number of Shares covered by such Option.
-2-
<PAGE>
(iii) In the event of the death of the Optionee, the Option may be
exercised with respect to the full number of Shares covered
thereby whether or not under the provisions of Section 3 hereof
the Optionee was entitled to do so at the date of his or her
death, by the estate of such Optionee, or by any person or
persons who acquired the right to exercise such Option by bequest
or inheritance or by reason of the death of such Optionee.
5. Manner of Exercise of Option.
----------------------------
(a) To the extent that the right to exercise the Option has accrued
and is in effect, the Option may be exercised in full or in part by
giving written notice to the Company stating the number of Shares as
to which the Option is being exercised and accompanied by payment in
full for such Shares. No partial exercise may be made for less than
one hundred (100) full Shares of Common Stock. Payment shall be made
in accordance with the terms of the Plan. Upon such exercise, delivery
of a certificate for paid-up, non-assessable Shares shall be made at
the principal office of the Company to the person exercising the
Option, not less than thirty (30) and not more than ninety (90) days
from the date of receipt of the notice by the Company.
(b) The Company shall at all times during the term of the Option
reserve and keep available such number of Shares of its Common Stock
as will be sufficient to satisfy the requirements of the Option.
6. Non-Transferability.
-------------------
The right of the Optionee to exercise the Option shall not be
assignable or transferable by the Optionee otherwise than by will or the laws or
descent and distribution or pursuant to a domestic relations order as defined in
the Code or Title 1 of the Employee Retirement Income Security Act or the rules
thereunder, and the Option may be exercised during the lifetime of the Optionee
only by him or her. The Option shall be null and void and without effect upon
the bankruptcy of the Optionee or upon any attempted assignment or transfer,
except as herein provided, including without limitation any purported
assignment, whether voluntary or by operation of law, pledge, hypothecation or
other disposition contrary to the provisions hereof, or levy of execution,
attachment, trustee process or similar process, whether legal or equitable, upon
the Option.
7. Representation Letter and Investment Legend.
-------------------------------------------
In the event that for any reason the Shares to be issued upon exercise
of the Option shall not be effectively registered under the Securities Act of
1933 (" 1933 Act"), upon any date on which the Option is exercised in whole or
in part, the person exercising the Option shall give a written representation to
the Company in the form attached hereto as Exhibit 1 and
-3-
<PAGE>
the Company shall place an "investment legend", so-called, as described in
Exhibit 1, upon any certificate for the Shares issued by reason of such
exercise.
8. Adjustments on Changes in Capitalization.
----------------------------------------
Adjustments on changes in capitalization and the like shall be made in
accordance with the Plan, as in effect on the date of this Option.
9. No Special Employment Rights.
----------------------------
The provisions of this Section 9 are applicable only to Optionees who
are employees of the Company. Nothing contained in the Plan or this Option shall
be construed or deemed by any person under any circumstances to bind the Company
to continue the employment of the Optionee for the period within which this
Option may be exercised. However, during the period of the Optionee's
employment, the Optionee shall render diligently and faithfully the services
which are assigned to the Optionee from time to time by the Board of Directors
or by the executive officers of the Company and shall at no time take any action
which directly or indirectly would be inconsistent with the best interests of
the Company.
10. Rights as a Stockholder.
-----------------------
The Optionee shall have no rights as a stockholder with respect to any
Shares which may be purchased by exercise of this Option unless and until a
certificate or certificates representing such Shares are duly issued and
delivered to the Optionee. Except as otherwise expressly provided in the Plan,
no adjustment shall be made for dividends or other rights for which the record
date is prior to the date such stock certificate is issued.
11. Withholding Taxes.
-----------------
Whenever Shares are to be issued upon exercise of this Option, the
Company shall have the right to require the Optionee to remit to the Company an
amount sufficient to satisfy all Federal, state and local withholding tax
requirements prior to the delivery of any certificate or certificates for the
Shares. The Company may agree to permit the Optionee to authorize the Company to
withhold Shares of Common Stock purchased upon exercise of the Option to satisfy
the above-mentioned withholding requirement; provided, however, no such
agreement may be made by an Optionee who is an officer or director within the
meaning of Section 16 of the Securities Exchange Act of 1934, as amended, except
pursuant to a standing election to so withhold Shares of Common Stock purchased
upon exercise of the Option, such election to be made in the form set forth in
Exhibit 2 hereto and to be made not less than six (6) months prior to such
exercise. Such election may be revoked only upon providing six (6) months prior
written notice to the Company.
-4-
<PAGE>
12. Plan Provisions Control.
-----------------------
In the event of any inconsistency between the provisions of this
Agreement and the provisions of the Plan, the inconsistent provision(s) of this
Agreement shall be superseded by the Plan provision(s) to the extent necessary
to reconcile the inconsistency.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed, and the Optionee has hereunto set his or her hand, all as of the
________________ day of ___________________, 199_.
LIFE MEDICAL SCIENCES, INC.
By:
-----------------------------------------
Title:
OPTIONEE
Print Name:
---------------------------------
Sign Name:
----------------------------------
Address:
------------------------------------
Social Security Number:
---------------------
OPTION INFORMATION
------------------
Total Number of Shares Underlying Option: _____ Purchase Price Per Share: _____
Vesting And Expiration Schedule
-------------------------------
Vesting Date Number of Shares Expiration Date
------------ ---------------- ---------------
-5-
<PAGE>
EXHIBIT 1
TO STOCK OPTION AGREEMENT
-------------------------
Gentlemen:
In connection with the exercise by me of an option to purchase shares of
Common Stock, $.001 par value, of Life Medical Sciences, Inc. (the "Company"), I
hereby acknowledge that I have been informed as follows:
1. The shares of Common Stock of the Company to be issued to me pursuant
to the exercise of said option (the "Shares") have not been registered under the
Securities Act of 1933, as amended (the "Securities Act") and, accordingly, must
be held indefinitely unless the Shares are subsequently registered under the
Securities Act, or an exemption from such registration is available.
2. Routine sales of securities made in reliance upon Rule 144 under the
Securities Act can be made only after the holding period provided by that Rule
has been satisfied, and, in any sale to which that Rule is not applicable,
registration or compliance with some other exemption under the Securities Act
will be required.
3. The availability of Rule 144 is dependent upon adequate current public
information with respect to the Company being available and, at the time that I
may desire to make a sale pursuant to the Rule, the Company may neither wish nor
be able to comply with such requirement.
In consideration of the issuance of certificates for the Shares to me, I
hereby represent and warrant that I am acquiring the Shares for my own account
for investment, and that I will not sell, pledge or transfer the Shares in the
absence of an effective registration statement covering the same, except as
permitted by the provisions of Rule 144, if applicable, or some other applicable
exemption under the Securities Act. In view of this representation and warranty,
I agree that there may be affixed to the certificates for the Shares to be
issued to me, and to all certificates issued hereafter representing the Shares
(until in the opinion of counsel, which opinion must be reasonably satisfactory
in form and substance to counsel for the Company, it is no longer necessary or
required) a legend as follows:
"The securities represented by this certificate have not been registered
under the Securities Act of 1933, as amended, and were acquired by the
registered holder pursuant to a representation and warranty that such
holder was acquiring the Shares for his own account and for investment,
with no intention of transfer or disposition of the same in violation of
the registration requirements of that Act. These securities may not be
sold, pledged, or transferred in the absence of an effective registration
statement under such Act, or an opinion of counsel, which opinion is
reasonably satisfactory to counsel to the Company, to the effect that
registration is not required under such Act."
-6-
<PAGE>
I further agree that the Company may place a stop transfer order with its
transfer agent, prohibiting the transfer of the Shares, so long as the legend
remains on the certificates representing the Shares.
Very truly yours,
Dated: _____________
-7-
<PAGE>
EXHIBIT 2
TO STOCK OPTION AGREEMENT
-------------------------
Gentlemen:
The undersigned Optionee hereby elects and agrees that, whenever the
undersigned exercises a stock option (including any options which now or may
hereafter be granted), Life Medical Sciences, Inc. (the "Company") shall
withhold from that exercise such number of Shares equal in value to the federal
and state withholding taxes due upon such exercise. The undersigned further
acknowledges and agrees that this election may not be revoked without six (6)
months' prior written notice to the Company.
OPTIONEE:
------------------------------------------
(Signature)
------------------------------------------
(Print Name)
------------------------------------------
-8-
<PAGE>
Exhibit 4.6
LIFE MEDICAL SCIENCES, INC.
STOCK OPTION AGREEMENT
AGREEMENT entered into as of the date set forth on the signature page
hereto by and between Life Medical Sciences, Inc., a Delaware corporation, with
a principal place of business at 214 Carnegie Center in Princeton, New Jersey
(together with its subsidiaries, if any, the "Company"), and the undersigned
individual (the "Optionee").
WHEREAS, the Company desires to grant to the Optionee a non-qualified
stock option to acquire shares of the Company's Common Stock, $.001 par value
per share (the "Shares").
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, the Company and the Optionee hereby
agree as follows:
1. Grant of Option.
---------------
The Company hereby grants to the Optionee a non-qualified stock option
(the "Option") to purchase all or any part of an aggregate of the number of
Shares set forth on the signature page to this Agreement on the terms and
conditions hereinafter set forth. This Option is not granted under the Company's
stock option plan and shall not be treated as an incentive stock option under
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
2. Purchase Price.
--------------
The purchase price ("Purchase Price") for the Shares covered by the
Option shall be the dollar amount per Share set forth on the signature page to
this Agreement.
3. Time of Vesting and Exercise of Option.
--------------------------------------
Subject to Section 4 hereof, the Option shall vest and become
exercisable on the dates and as to the installment amounts set forth on the
signature page to this Agreement. To the extent the Option (or any portion
thereof) is not exercised by the Optionee when it becomes exercisable, it shall
not expire, but shall be carried forward and shall be exercisable, on a
cumulative basis, until the Expiration Date (as hereinafter defined) or until
earlier termination as hereinafter provided.
<PAGE>
4. Term; Extent of Exercisability.
------------------------------
(a) Term.
----
(i) The Option shall expire as to each installment amount on the
date set forth next to each such amount on the signature
page to this Agreement (the "Expiration Date"), subject to
earlier termination as herein provided.
(ii) Except as otherwise provided in this Section 4, if the
Optionee ceases to be employed, retained by or otherwise
perform services for, the Company, the Option granted to the
Optionee hereunder shall terminate thirty (30) days after
the effective date of the cessation of such services, or on
the date on which the Option expires by its terms, whichever
occurs first; provided, however, if (i) the Optionee ceases
to render services to the Company on account of his
voluntary resignation and (ii) within thirty (30) days after
such resignation the Board of Directors of the Company (the
"Board") determines in good faith that termination for cause
would have been warranted based on information that becomes
known to the Company, then the Option shall terminate on the
date the Optionee voluntarily resigned from the Company.
The Company shall have the right to postpone any exercise of
this Option for a period of up to thirty (30) days following
voluntary resignation by the Optionee.
(iii) If the Optionee's employment, retention or other
arrangement pursuant to which services are performed for the
Company is terminated because of dismissal for cause or
because the Optionee is in breach of any agreement with the
Company, the Option will terminate on the effective date of
such termination. The determination of "cause" shall be
made in good faith by the Company's Board of Directors
(whose determination shall be final) with a written
explanation thereof provided to the Optionee.
(iv) If the Optionee's employment, retention or other arrangement
pursuant to which services are performed for the Company is
terminated because the Optionee has become Permanently
Disabled (within the meaning of Section 22(e)(3) of the
Code), the Option shall terminate one year from the
effective date of such termination, or on the date on which
the Option expires by its terms, whichever occurs first.
-2-
<PAGE>
(v) In the event of the death of the Optionee, the Option shall
terminate one year from the date of death, or on the date on
which the Option expires by its terms, whichever occurs
first.
(b) Extent of Exercisability.
------------------------
(i) Except as provided below, if the Optionee ceases to be
employed, retained by, or otherwise perform services for,
the Company, the Option granted to the Optionee hereunder
shall be exercisable only to the extent that the right to
purchase Shares under such Option has accrued and is in
effect on the effective date of the cessation of such
services.
(ii) If the Optionee's employment, retention or other arrangement
pursuant to which services are performed for the Company is
terminated because the Optionee has become Permanently
Disabled, as defined above, the Option may be exercised as
to the full number of Shares covered thereby whether or not
under the provisions of Section 3 hereof the Optionee was
entitled to do so on the effective date of such termination.
(iii) In the event of the death of the Optionee, the Option may
be exercised as to the full number of Shares covered thereby
whether or not under the provisions of Section 3 hereof the
Optionee was entitled to do so at the date of his or her
death, by the executor, administrator or personal
representative of the Optionee, or by any person or persons
who acquired the right to exercise the Option by bequest or
inheritance or by reason of the death of the Optionee.
5. Manner of Exercise of Option.
----------------------------
(a) To the extent that the right to exercise the Option has accrued
and is in effect, the Option may be exercised in full or in part by giving
written notice to the Company stating the number of Shares as to which the
Option is being exercised and accompanied by payment in full for such Shares.
No partial exercise may be made for less than one hundred (100) full Shares.
Payment may be either wholly in cash or in whole or in part in shares of Common
Stock already owned by the person exercising the Option, valued at fair market
value as of the date of exercise; provided, however, that payment of the
exercise price by delivery of shares of Common Stock may be made only if such
payment does not result in a charge to earnings for financial accounting
purposes as determined by the Board. Upon such exercise, delivery of a
certificate for paid-up, non-assessable Shares shall be made at the principal
office of the Company to the person exercising the Option, not less than
-3-
<PAGE>
thirty (30) and not more than ninety (90) days from the date of receipt by the
Company of the notice of exercise.
(b) The Company shall at all times during the term of the Option
reserve and keep available such number of Shares of its Common Stock as will be
sufficient to satisfy the requirements of the Option.
6. Non-Transferability.
-------------------
The right of the Optionee to exercise the Option shall not be
assignable or transferable by the Optionee otherwise than by will or the laws of
descent and distribution, and the Option may be exercised during the lifetime of
the Optionee only by him or her. The Option shall be null and void and without
effect upon the bankruptcy of the Optionee or upon any attempted assignment or
transfer, except as hereinabove provided, including without limitation any
purported assignment, whether voluntary or by operation of law, pledge,
hypothecation or other disposition contrary to the provisions hereof, or levy of
execution, attachment, trustee process or similar process, whether legal or
equitable, upon the Option.
7. Representation Letter and Investment Legend.
-------------------------------------------
(a) In the event that for any reason the Shares to be issued upon
exercise of the Option shall not be effectively registered under the Securities
Act of 1933 ("1933 Act"), upon any date on which the Option is exercised in
whole or in part, the person exercising the Option shall give a written
representation to the Company in the form attached hereto as Exhibit 1 and the
Company shall place an "investment legend", so-called, as described in Exhibit
1, upon any certificate for the Shares issued by reason of such exercise.
(b) The Company shall be under no obligation to qualify Shares or to
cause a registration statement or a post-effective amendment to any registration
statement to be prepared for the purposes of covering the Option or exercise
thereof.
8. Adjustments on Changes in Capitalization and Other Events.
---------------------------------------------------------
(a) In the event that the outstanding shares of the Common Stock of
the Company are changed into or exchanged for a different number or kind of
shares or other securities of the Company or of another corporation by reason or
any reorganization, merger, consolidation, recapitalization, reclassification,
stock split-up, combination of shares, or dividends payable in capital stock,
appropriate adjustment shall be made in the number and kind of shares as to
which the unexercised portion of the Option shall be exercisable, to the end
that the proportionate interest of the Optionee shall be maintained as before
the occurrence of such event; such adjustment shall be made without change in
the total price applicable to the unexercised portion of the Option and with a
corresponding adjustment in the Purchase Price per Share.
-4-
<PAGE>
(b) In addition, unless otherwise determined by the Board in its sole
discretion, in the case of any (i) sale or conveyance to another entity of all
or substantially all of the property and assets of the Company or (ii) Change in
Control (as hereinafter defined) of the Company, the purchaser(s) of the
Company's assets or stock, in his, her, or its sole discretion, may deliver to
the Optionee the same kind of consideration that is delivered to the
shareholders of the Company as a result of such sale, conveyance or Change in
Control, or the Board may cancel the Option in exchange for consideration in
cash or in kind, which consideration in both cases shall be equal in value to
the value of those shares of stock or other securities the Optionee would have
received had the Option been exercised (but only to the extent then exercisable)
and had no disposition of the Shares acquired upon such exercise been made prior
to such sale, conveyance or Change in Control, less the full Purchase Price
therefor. Upon receipt of such consideration, the Option (whether or not then
exercisable) shall immediately terminate and be of no further force and effect.
The value of the stock or other securities the Optionee would have received if
the Option had been exercised shall be determined in good faith by the Board.
(c) The Board shall also have the power and right to accelerate the
exercisability of the Option, notwithstanding any limitation in this Agreement,
upon such a sale, conveyance or Change in Control.
(d) A "Change in Control" shall be deemed to have occurred if any
person, or any two or more persons acting as a group, and all affiliates of such
person or persons, who prior to such time owned less than fifty percent (50%) of
the then outstanding Common Stock, shall acquire such additional shares of
Common Stock in one or more transactions, or series of transactions, such that
following such transaction or transactions, such person or group and affiliates
beneficially own fifty percent (50%) or more of the Common Stock outstanding.
(e) Upon dissolution or liquidation of the Company, the Option shall
terminate, but the Optionee (if at such time in the employ of or otherwise
associated with the Company or any of its subsidiaries as a director, agent or
consultant) shall have the right, immediately prior to such dissolution or
liquidation, to exercise the Option to the extent then exercisable.
(f) No fraction of a Share shall be purchasable or deliverable upon
the exercise of the Option, but in the event any adjustment hereunder in the
number of Shares underlying the Option shall cause such number to include a
fraction of a Share, such fraction shall be adjusted to the nearest smaller
whole number.
9. No Special Employment Rights.
----------------------------
The provisions of this Section 9 are applicable only to Optionees who
are employees of the Company. Nothing contained in this Agreement shall be
construed or deemed by any person under any circumstances to bind the Company to
continue the employ-
-5-
<PAGE>
ment of the Optionee for the period within which this Option may be exercised.
However, during the period of the Optionee's employment, the Optionee shall
render diligently and faithfully the services which are assigned to the Optionee
from time to time by the Company and shall at no time take any action which
directly or indirectly would be inconsistent with the best interests of the
Company.
10. Rights as a Stockholder.
-----------------------
The Optionee shall have no rights as a stockholder with respect to any
Shares which may be purchased by exercise of this Option unless and until a
certificate or certificates representing such Shares are duly issued and
delivered to the Optionee.
11. Withholding Taxes.
-----------------
Whenever Shares are to be issued upon exercise of the Option, the
Company shall have the right to require the Optionee to remit to the Company an
amount sufficient to satisfy all Federal, state and local withholding tax
requirements prior to the delivery of any certificate or certificates for such
Shares. The Company may agree to permit the Optionee to withhold Shares
purchased upon exercise of the Option to satisfy the above-mentioned withholding
requirement; provided, however, no such agreement may be made by an Optionee who
is an officer or director within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended, except pursuant to a standing election to so
withhold Shares of Common Stock purchased upon exercise of an option, such
election to be made in the form set forth in Exhibit 2 hereto and to be made not
less than six (6) months prior to such exercise. Such election may be revoked
only upon six (6) months' prior written notice to the Company.
[Page 7 is the next page]
-6-
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed, and
the Optionee has hereunto set his or her hand and seal, all as of the ____ day
of __________, 199_.
LIFE MEDICAL SCIENCES, INC.
By:
--------------------------------
Title:
OPTIONEE
Print Name:
-------------------------
Sign Name:
--------------------------
Address:
--------------------------
------------------------------------
Social Security Number:
-------------
OPTION INFORMATION
------------------
Total Number of Shares Underlying Option:
-----------
Purchase Price Per Share:
---------------------------
Vesting And Expiration Schedule
-------------------------------
Vesting Date Number of Shares Expiration Date
------------ ---------------- ---------------
-7-
<PAGE>
EXHIBIT 1
TO STOCK OPTION AGREEMENT
-------------------------
Gentlemen:
In connection with the exercise by me of an option to purchase shares of
Common Stock, $.001 par value, of Life Medical Sciences, Inc. (the "Company"), I
hereby acknowledge that I have been informed as follows:
1. The shares of Common Stock of the Company to be issued to me pursuant
to the exercise of said option (the "Shares") have not been registered under the
Securities Act of 1933, as amended (the "Securities Act") and, accordingly, must
be held indefinitely unless the Shares are subsequently registered under the
Securities Act, or an exemption from such registration is available.
2. Routine sales of securities made in reliance upon Rule 144 under the
Securities Act can be made only after the holding period provided by that Rule
has been satisfied, and, in any sale to which that Rule is not applicable,
registration or compliance with some other exemption under the Securities Act
will be required.
3. The availability of Rule 144 is dependent upon adequate current public
information with respect to the Company being available and, at the time that I
may desire to make a sale pursuant to the Rule, the Company may neither wish nor
be able to comply with such requirement.
In consideration of the issuance of certificates for the Shares to me, I
hereby represent and warrant that I am acquiring the Shares for my own account
for investment, and that I will not sell, pledge or transfer the Shares in the
absence of an effective registration statement covering the same, except as
permitted by the provisions of Rule 144, if applicable, or some other applicable
exemption under the Securities Act. In view of this representation and warranty,
I agree that there may be affixed to the certificates for the Shares to be
issued to me, and to all certificates issued hereafter representing the Shares
(until in the opinion of counsel, which opinion must be reasonably satisfactory
in form and substance to counsel for the Company, it is no longer necessary or
required) a legend as follows:
"The securities represented by this certificate have not been registered
under the Securities Act of 1933, as amended, and were acquired by the
registered holder pursuant to a representation and warranty that such
holder was acquiring the Shares for his own account and for investment,
with no intention of transfer or disposition of the same in violation of
the registration requirements of that Act. These securities may not be
sold, pledged, or transferred in the absence of an effective registration
statement under such Act, or an opinion of counsel, which opinion is
reasonably satisfactory to counsel to the Company, to the effect that
registration is not required under such Act."
-8-
<PAGE>
I further agree that the Company may place a stop transfer order with its
transfer agent, prohibiting the transfer of the Shares, so long as the legend
remains on the certificates representing the Shares.
Very truly yours,
Dated: _____________
-9-
<PAGE>
EXHIBIT 2
TO STOCK OPTION AGREEMENT
-------------------------
Gentlemen:
The undersigned Optionee hereby elects and agrees that, whenever the
undersigned exercises a stock option (including any options which now or may
hereafter be granted), Life Medical Sciences, Inc. (the "Company") shall
withhold from that exercise such number of Shares equal in value to the federal
and state withholding taxes due upon such exercise. The undersigned further
acknowledges and agrees that this election may not be revoked without six (6)
months' prior written notice to the Company.
OPTIONEE:
--------------------------------
(Signature)
--------------------------------
(Print Name)
--------------------------------
Social Security Number
-10-
<PAGE>
[LETTERHEAD OF RUBIN BAUM LEVIN CONSTANT & FRIEDMAN]
Exhibit 5.1
May 16, 1996
Life Medical Sciences, Inc.
214 Carnegie Center
Princeton, New Jersey 08540
Ladies and Gentlemen:
We have acted as counsel to Life Medical Sciences, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of its
Registration Statement on Form S-8 under the Securities Act of 1933, as amended
(the "Registration Statement"), to which this opinion is to be filed as an
exhibit. The Registration Statement relates to (i) the issuance of up to an
aggregate of 732,000 shares (the "Plan Shares") of the Company's common stock,
par value $.001 per share (the "Common Stock"), pursuant to stock options
granted or which may be granted under the Company's Amended and Restated 1992
Stock Option Plan (the "Plan") and (ii) the issuance of up to an aggregate of
360,834 shares (the "Non-plan Shares") of Common Stock pursuant to stock options
granted not under the Plan to employees, consultants and advisors of the
Company.
Based upon the foregoing, and having regard for such legal
considerations as we deem relevant, we are of the opinion that (i) the Plan
Shares, when issued in accordance with the terms and conditions of the Plan, and
(ii) the Non-plan Shares, when issued in accordance with the terms and
conditions of the applicable stock option agreement, against payment therefor,
will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, and the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
RUBIN BAUM LEVIN CONSTANT & FRIEDMAN
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 being filed under the Securities Act of 1933 of our report dated
February 1, 1996 relating to the financial statements included in the December
31, 1995 Annual Report on Form 10-K of Life Medical Sciences, Inc.
Richard A. Eisner & Company, LLP
New York, New York
May 13, 1996
