As filed with the Securities and Exchange Commission on June 30, 1997
Registration No. 33-______
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SYMBOLLON CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 36-3463683
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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122 Boston Post Road
Sudbury, MA 01776
(Address of principal executive offices) (Zip code)
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SYMBOLLON CORPORATION
1993 STOCK OPTION PLAN
(Full title of the plan)
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Paul C. Desjourdy
Executive Vice President and Chief Financial Officer
Symbollon Corporation
122 Boston Post Road
Sudbury, MA 01776
(Name and address of agent for service)
(508) 443-0165
(Telephone number, including area code, of agent for service)
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Copy to:
Irwin M. Rosenthal, Esq.
Rubin Baum Levin Constant & Friedman
30 Rockefeller Plaza
New York, NY 10112
(212) 698-7700
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF EACH MAXIMUM MAXIMUM
CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Class A Common Stock,
(par value $.001 per share). 400,000(3) $ 1.66 $ 664,000 $ 201.21
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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) The price of $1.66 per share, which was the average of
the high and low sales price of the Class A Common Stock on the NASDAQ SmallCap
Market on June 26, 1997, is set forth solely for the purpose of calculating the
registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as
amended (the "Securities Act"). (3) Represents shares of Class A Common Stock
reserved for issuance pursuant to options available for grant under the
registrant's 1993 Stock Option Plan, as amended (the "Option Plan"). Of a total
of 800,000 shares of Class A Common Stock authorized for issuance under the
Option Plan, 400,000 shares were previously registered.
<PAGE>
INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT
The contents of the Registrant's registration statement on Form S-8,
Registration No. 33-80368, 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 securities
offered hereby will be passed upon for the Company by Rubin Baum Levin Constant
& Friedman, New York, New York. Irwin M. Rosenthal, a partner of Rubin Baum
Levin Constant & Friedman, may be deemed to beneficially own 279,892 shares of
Common Stock of the Company, of which 277,372 shares of Common Stock are owned
of record by Magar, Inc., a privately held corporation of which Mr. Rosenthal is
a director, officer and a principal stockholder.
ITEM 8. EXHIBITS.
The following is a complete list of exhibits filed as a part of this
Registration Statement:
Exhibit No. Document
----------- --------
5.1 Opinion of Rubin Baum Levin Constant & Friedman regarding
legality.
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 Power of Attorney (included on signature page hereto).
<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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Sudbury, Commonwealth of Massachusetts, on June 30,
1997.
SYMBOLLON CORPORATION
(Registrant)
By: /s/ PAUL C. DESJOURDY
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Paul C. Desjourdy, Executive Vice
President and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby severally constitutes and appoints Paul C. Desjourdy and
Jack H. Kessler and each of them, his true and lawful attorneys-in-fact and
agents, each acting alone, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement on Form S-8 and all documents relating thereto, 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 attorneys-in-fact and agents, each
acting alone full power and authority to do and perform each and every act and
thing necessary or advisable to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or 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, or amendment thereto, has been signed below by the
following persons in the capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
/s/ Jack H. Kessler Executive Vice-President, June 30, 1997
- --------------------------- Chief Scientific Officer,
Jack H. Kessler Secretary and Chairman
of the Board of Directors
(Principal Executive Officer)
/s/ Paul C. Desjourdy Executive Vice President June 30, 1997
- --------------------------- Treasurer, Chief Financial
Paul C. Desjourdy Officer, and Director (Principal
Financial and Accounting Officer)
/s/ Stuart M. Paley Director June 30, 1997
- ---------------------------
Stuart M. Paley
/s/ Edward A. Mason Director June 30, 1997
- ---------------------------
Edward A. Mason
/s/ James C. Richards Director June 30, 1997
- ---------------------------
James C. Richards
EXHIBIT 5.1
[LETTERHEAD OF RUBIN BAUM LEVIN CONSTANT & FREIDMAN]
June 30, 1997
Symbollon Corporation
122 Boston Post Road
Sudbury, Massachusetts 01776
Ladies and Gentlemen:
We have acted as counsel to Symbollon Corporation, a Delaware
corporation (the "Company"), in connection with the preparation of its
Registration Statement on Form S-8 under the Securities Act of 1993, 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 400,000 additional shares (the "Option Plan Shares") of the
Company's Class A Common Stock, par value $.001 per share (the "Common Stock"),
pursuant to the Company's 1993 Stock Option Plan, as amended (the "Option
Plan").
We have examined such corporate records, documents, agreements and
such matters of law as we have considered necessary or appropriate for purposes
of this opinion. Based upon the foregoing, we are of the opinion that the
Option Plan Shares, when issued upon exercise of and in accordance with the
terms of stock options duly and validly granted pursuant to the terms and
conditions of the Option Plan against payment therefor in accordance with the
terms of the Option 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 and to the references to this firm under "Item
5. Interests of Named Experts and Counsel" therein. In giving this consent,
we do not thereby admit that we are in the category of persons whose
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RUBIN BAUM LEVIN CONSTANT & FRIEDMAN
- - ------------------------------------
Symbollon Corporation
June 30, 1997
Page 2
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
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
of Symbollon Corporation (the "Company") on Form S-8 of our report dated
January 30, 1997 on the financial statements of the Company as at December 31,
1996 and December 31, 1995 and for each of the years in the two-year period
ended December 31, 1996 and for the period from July 15, 1986 (inception) to
December 31, 1996 appearing in the Company's annual report on Form 10-KSB for
its fiscal year ended December 31, 1996.
Richard A. Eisner & Company, LLP
Cambridge, Massachusetts
June 30,1997
