As filed with the Securities and Exchange Commission on January 21, 2000
Registration No.
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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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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.)
379 Thornall Street
Edison, New Jersey 08837
(Address of principal executive offices) (Zip code)
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LIFE MEDICAL SCIENCES, INC. AMENDED AND RESTATED
1992 STOCK OPTION PLAN
(full title of the plan)
Mr. Robert P. Hickey, CEO
Life Medical Sciences, Inc.
379 Thornall Street
Edison, New Jersey 08837
(Name and address of agent for service)
(732) 494-0444
(Telephone number, including area code, of agent for service)
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Copy to:
Irwin M. Rosenthal, Esq.
Graham & James LLP
885 Third Avenue, 21st Floor
New York, New York 10022
(212) 848-1000
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Calculation of Registration Fee
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of
registered registered (1) offering price per unit aggregate offering price registration fee
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($.001 par 290,020(2) $0.344(4) $ 99,767 $26.34
value per share)
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Common Stock 6,000(3) $0.400 $ 2,400 $ 0.63
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Common Stock 3,000(3) $0.500 $ 1,500 $ 0.40
- -----------------------------------------------------------------------------------------------------------------------
Common Stock 200,980(3) $0.562 $112,951 $29.82
- -----------------------------------------------------------------------------------------------------------------------
TOTAL 500,000 $216,618 $57.19
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</TABLE>
(1) Pursuant to Rule 416, this Registration Statement also covers such
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 under the registrant's Amended and Restated
1992 Stock Option Plan ("Option Plan"), which shares have been made
available pursuant to an increase in the total authorized shares under the
Option Plan from 907,500 to 1,407,500.
(3) Represents shares of common stock issuable upon exercise of options
granted under the Option Plan, which shares have been made available
pursuant to the increase in authorized shares under the Option Plan.
(4) Calculated on the basis of the average of the closing bid and ask prices
as of January 13, 2000 in accordance with Rule 457(h).
<PAGE>
EXPLANATORY NOTE
Pursuant to Rule 428(b) (1) under the Securities Act of 1933, as amended
(the "Securities Act"), an information statement will be distributed to holders
of options granted under the Life Medical Sciences, Inc. Amended and Restated
1992 Stock Option Plan. The information statement and the documents incorporated
by reference in this registration statement pursuant to Item 3 of Part II of the
Form S-8 registration statements referred to below, taken together, constitute a
prospectus that meets the requirements of the Securities Act.
INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENTS
Except as modified herein, the contents of the registrant's registration
statement on Form S-8, Registration No. 33-60580, as amended by the registrant's
registration statement on Form S-8, Registration No. 333-03895, are incorporated
by reference herein.
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 Graham & James LLP, 885 Third Avenue, New York,
New York 10022, counsel to the registrant. Irwin M. Rosenthal, a member of such
firm, serves as an officer and a director of the registrant. Mr. Rosenthal
directly owns 2,704 shares of Common Stock of the registrant and may be deemed
to beneficially own, directly or indirectly, 682,940 shares of Common Stock of
the registrant, including 255,940 shares of Common Stock issuable upon exercise
of options which are currently exercisable. In addition, other members of Graham
& James LLP may be deemed to beneficially own additional shares of Common Stock
of the registrant.
2
<PAGE>
EXHIBITS
The following is a complete list of exhibits filed as a part of this
registration statement:
Exhibit No. Document
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4.1 Amended and Restated 1992 Stock 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.
4.2 Specimen Stock Certificate. (Incorporated by
reference to Exhibit 2 contained in the
registrant's registration statement on Form S-1,
Registration No. 33-49008).
4.3 Form of Incentive Stock Option Agreement under the
Option Plan (Incorporated by reference to Exhibit
4.4 contained in registrant's registration
statement on Form S-8, Registration No. 333-03895).
4.4 Form of Non-Qualified Stock Option Agreement under
the Option Plan (Incorporated by reference to
Exhibit 4.5 contained in registrant's registration
statement on Form S-8, Registration No. 333-03895).
5.1 Opinion of Graham & James LLP.
23.1 Consent of Graham & James LLP. (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).
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 January 13, 2000.
LIFE MEDICAL SCIENCES, INC.
By: /S/ Robert P. Hickey
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Robert P. Hickey
CEO, President and Chairman of the Board of Directors
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Robert P. Hickey 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.
Signature Title Date
--------- ----- ----
/S/ Robert P. Hickey CEO, President and Chairman of January 13, 2000
- ----------------------- the Board of Directors (principal
Robert P. Hickey executive officer and acting
principal financial and accounting
officer)
/S/ Irwin M. Rosenthal Secretary and Director January 14, 2000
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Irwin M. Rosenthal
/S/ Coy Eklund Director January 13, 2000
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Coy Eklund
Director January __, 2000
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Joel L. Gold
/S/ Walter R. Maupay Director January 12, 2000
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Walter R. Maupay
/S/ Edward A. Celano Director January 11, 2000
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Edward A. Celano
4
January 14, 2000
Life Medical Sciences, Inc.
379 Thornall Street
Edison, New Jersey 08837
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 the issuance of up to an
aggregate of 500,000 shares (the "Plan Shares") of the Company's common stock,
par value $.00l per share (the "Common Stock"), pursuant to stock options
granted or available for grant under the Company's Amended and Restated 1992
Stock Option Plan (the "Plan").
Based upon the foregoing, and having regard for such legal
considerations as we deem relevant, we are of the opinion that the Plan Shares,
when issued in accordance with the terms and conditions of the Plan, 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,
GRAHAM & JAMES LLP
ACCOUNTANTS' CONSENT
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of Life Medical Sciences, Inc., of our report dated March
2, 1999 on our audit of the financial statements of Life Medical Sciences, Inc.,
included in the December 31, 1998 Annual Report on Form 10-K of Life Medical
Sciences, Inc.
Richard A. Eisner & Company, LLP
Certified Public Accountants
New York, New York
January 20, 2000
