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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 31, 1998
FILE NO. 333-______
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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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LEUKOSITE, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 04-3173859
(State or Other Jurisdiction of Incorporation (I.R.S. Employer
or Organization) Identification No.)
215 FIRST STREET, CAMBRIDGE, MA 02142
(Address of Principal Executive Offices) (Zip Code)
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LEUKOSITE, INC.
1997 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
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CHRISTOPHER K. MIRABELLI, Ph.D.
Chairman of the Board of Directors,
President and Chief Executive Officer
LEUKOSITE, INC.
215 First Street
Cambridge, Massachusetts 02142
(Name and Address of Agent for Service)
(617) 621-9350
Telephone Number, Including Area Code, of Agent for Service
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Copies to:
JUSTIN P. MORREALE, ESQ.
JULIO E. VEGA, ESQ.
BINGHAM DANA LLP
150 Federal Street
Boston, MA 02110-1726
(617) 951-8000
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE(1) FEE
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Common Stock,
$.01 par value................ 150,000 N/A $1,396,875 $412.08
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(1) The proposed maximum offering price has been estimated pursuant to Rule
457(h) solely for the purpose of calculating the registration fee. It is not
known how many shares will be purchased under the Plan or at what price such
shares will be purchased. The estimate of the proposed maximum aggregate
offering price has been calculated based on the offering of 150,000 shares,
being the aggregate number of shares of Common Stock available for issuance upon
exercise of options to be granted under the Plan, at an exercise price of $9.313
per share, which is the average of the high and low prices of the Registrant's
Common Stock as listed on the National Association of Securities Dealers
Automated Quotation ("Nasdaq") National Market System on March 27, 1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by LeukoSite, Inc. (the "REGISTRANT") with
the Securities and Exchange Commission (the "SEC") are hereby incorporated by
reference in this Registration Statement: (1) the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1997; (2) all reports filed by
the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, as amended (the "EXCHANGE ACT"), since the end of the Registrant's 1997
fiscal year; and (3) the description of the Common Stock contained in the
Registrant's registration statement on Form 8-A filed with the SEC under Section
12(g) of the Exchange Act, including any amendment or report filed for the
purpose of updating such description.
In addition, all documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all of such securities then remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS OR COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law empowers a Delaware
corporation to indemnify its officers and directors and certain other persons to
the extent and under the circumstances set forth therein.
The Restated Certificate of Incorporation and the Amended and Restated
By-Laws of the Registrant, copies of which are filed herein as Exhibits 4.1 and
4.2, provide for advancement of expenses and indemnification of officers and
directors of the Registrant and certain other persons against liabilities and
expenses incurred by any of them in certain stated proceedings and under certain
stated conditions to the fullest extent permissible under Delaware law.
The Registrant intends to maintain insurance for the benefit of its
directors and officers insuring such persons against certain liabilities,
including liabilities under the securities laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
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ITEM 8. EXHIBITS
The following exhibits are filed as part of this Registration Statement:
4.1 Restated Certificate of Incorporation of the Registrant.
Incorporated by reference to Exhibit 3.3 to the Registrant's
Registration Statement on Form S-1 (File No. 333-30213).
4.2 Amended and Restated By-Laws of the Registrant. Incorporated by
reference to Exhibit 3.4 to the Registrant's Registration
Statement on Form S-1 (File No. 333-30213).
5 Opinion and Consent of Bingham Dana LLP with respect to
the legality of the shares being registered.
23.1 Consent of Bingham Dana LLP (included in Exhibit 5).
23.2 Consent of Arthur Andersen LLP.
24 Power of Attorney (included in signature page to Registration
Statement).
ITEM 9. UNDERTAKINGS
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 to include any
material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material
change to such information in this Registration Statement;
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, as amended (the "SECURITIES ACT"), 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;
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) 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;
and
(5) Insofar as indemnification for liabilities arising under the Securities
Act 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 SEC such
indemnification is against public policy as expressed in the Securities
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 Securities Act and will be governed by
the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Cambridge, Commonwealth of Massachusetts, on
this 31st day of March, 1998.
LEUKOSITE, INC.
By: /s/ Christopher K. Mirabelli, Ph.D.
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Christopher K. Mirabelli, Ph.D.
Chairman of the Board of Directors,
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Christopher K.
Mirabelli and Augustine Lawlor and each of them severally, acting alone and
without the other, his/her true and lawful attorney-in-fact with the authority
to execute in the name of each such person, and to file with the Securities and
Exchange Commission, together with any exhibits thereto and other documents
therewith, any and all amendments (including without limitation post-effective
amendments) to this Registration Statement on Form S-8 necessary or advisable to
enable the Registrant to comply with the Securities Act of 1933, as amended, and
any rules, regulations, and requirements of the Securities and Exchange
Commission in respect thereof, which amendments may make such other changes in
the Registration Statement as the aforesaid attorney-in-fact executing the same
deems appropriate.
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 date indicated.
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SIGNATURE TITLE DATE
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/s/ Christopher K. Mirabelli
- ------------------------------- Chairman of the Board of Directors, President March 31, 1998
Christopher K. Mirabelli, Ph.D. and Chief Executive Officer
(Principal Executive Officer)
/s/ Augustine Lawlor
- ------------------------------- Vice President, Corporate Development March 31, 1998
Augustine Lawlor and Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ Kate Bingham
- ------------------------------- Director March 31, 1998
Kate Bingham
/s/ Yasunori Kaneko, M.D.
- ------------------------------- Director March 31, 1998
Yasunori Kaneko, M.D.
/s/ John W Littlechild
- ------------------------------- Director March 31, 1998
John W. Littlechild
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/s/ Martin Peretz, Ph.D.
- ------------------------------- Director March 31, 1998
Martin Peretz, Ph.D.
/s/ Mark Skaletsky
- ------------------------------- Director March 31, 1998
Mark Skaletsky
/s/ Timothy A. Springer, Ph.D.
- ------------------------------- Director March 31, 1998
Timothy A. Springer, Ph.D.
/s/ Christopher T. Walsh, Ph.D.
- ------------------------------- Director March 31, 1998
Christopher T. Walsh, Ph.D.
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INDEX TO EXHIBITS
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EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NO.
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4.1 Restated Certificate of Incorporation of the Registrant.
Incorporated by reference to Exhibit 3.3 to the Registrant's
Registration Statement Form S-1 (File No. 333-30213). --
4.2 Amended and Restated By-Laws of the Registrant. Incorporated by
reference to Exhibit 3.4 to the Registrant's Registration Statement
on Form S-1 (File No. 333-30213). --
5 Opinion and Consent of Bingham Dana LLP with respect to the legality
of the shares being registered. 7
23.1 Consent of Bingham Dana LLP (included in Exhibit 5). 8
23.2 Consent of Arthur Andersen LLP 9
24 Power of Attorney (included in signature page to Registration
Statement). 4
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EXHIBIT 5
Bingham Dana LLP
150 Federal Street
Boston, MA 02110
March 31, 1998
LeukoSite, Inc.
215 First Street
Cambridge, Massachusetts 02142
Dear Sir or Madam:
We have acted as counsel for LeukoSite, Inc., a Delaware corporation
(the "Company"), in connection with the Company's Registration Statement on Form
S-8 to be filed with the Securities and Exchange Commission on March 31, 1998
(the "Registration Statement").
The Registration Statement covers the registration of 150,000 shares of
common stock, $.01 par value per share, of the Company (the "Shares"), which are
to be issued by the Company pursuant to the LeukoSite, Inc., 1997 Employee Stock
Purchase Plan (the "Plan").
We have reviewed the corporate proceedings of the Company with respect
to the authorization of the Plan and the issuance of the Shares thereunder. We
have also examined and relied upon originals or copies, certified or otherwise
identified or authenticated to our satisfaction, of such agreements,
instruments, corporate records, certificates, and other documents as we have
deemed necessary or appropriate as a basis for the opinions hereinafter
expressed. In our examination, we have assumed the genuineness of all
signatures, the conformity to the originals of all documents reviewed by us as
copies, the authenticity and completeness of all original documents reviewed by
us in original or copy form, and the legal competence of each individual
executing any document.
We further assume that all Shares issued pursuant to the Plan will be
issued in accordance with the terms of such Plan and that the purchase price of
the Shares will be greater than or equal to the par value per share of the
Shares.
Subject to the limitations set forth below, we have made such
examination of law as we have deemed necessary for the purposes of this opinion.
This opinion is limited solely to the Delaware General Corporation Law as
applied by courts located in Delaware.
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March 31, 1998
Page 2
Based upon and subject to the foregoing, we are of the opinion that the
Shares, when issued and delivered pursuant to the Plan and against the payment
of the purchase price therefor, will be validly issued, fully paid, and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ BINGHAM DANA LLP
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Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 16, 1998
included LeukoSite, Inc.'s Form 10-K for the year ended December 31, 1997 and to
all references to our firm included in this registration statement.
Boston, Massachusetts /s/ Arthur Andersen LLP
March 31, 1998
