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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 14, 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 (I.R.S. Employer
Incorporation or Organization) Identification No.)
215 FIRST STREET, CAMBRIDGE, MA 02142
(Address of Principal Executive Offices) (Zip Code)
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LEUKOSITE, INC.
AMENDED AND RESTATED 1993 STOCK OPTION 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
AMOUNT MAXIMUM MAXIMUM
TITLE OF TO BE OFFERING AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED PRICE OFFERING REGISTRATION
REGISTERED PER SHARE OFFERING PRICE(1) FEE
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<S> <C> <C> <C> <C>
Common Stock,
$.01 par value..... 2,125,000 N/A $13,153,267 $3,881.00
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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 (i) the offering of 1,432,142
shares, being the portion of the shares of Common Stock registered hereby
subject to outstanding options under the Plan, at a weighted average exercise
price of $5.304 per share, and (ii) the offering of 692,858 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 $8.00 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 May 8, 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 Company, 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 Company 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 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.
2
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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 13th day of May, 1998.
LEUKOSITE, INC.
By: /s/ Christopher K. Mirabelli
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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> <C> <C>
/s/ Christopher K. Mirabelli Chairman of the Board of Directors, May 13, 1998
- ----------------------------- President and Chief Executive Officer
Christopher K. Mirabelli, Ph.D. (Principal Executive Officer)
/s/ Augustine Lawlor Vice President, Corporate Development May 13, 1998
- ----------------------------- and Chief Financial Officer (Principal
Augustine Lawlor Financial and Accounting Officer)
/s/ Kate Bingham Director May 13, 1998
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Kate Bingham
/s/ Yasunori Kaneko, M.D. Director May 13, 1998
- -----------------------------
Yasunori Kaneko, M.D.
/s/ John W. Littlechild Director May 13, 1998
- -----------------------------
John W. Littlechild
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SIGNATURE TITLE DATE
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/s/ Martin Peretz Director May 13, 1998
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Martin Peretz, Ph.D.
/s/ Mark Skaletsky Director May 13, 1998
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Mark Skaletsky
/s/ Timothy A. Springer Director May 13, 1998
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Timothy A. Springer, Ph.D.
/s/ Christopher T. Walsh Director May 13, 1998
- ------------------------------
Christopher T. Walsh, Ph.D.
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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.
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).
5
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Exhibit 5
Bingham Dana LLP
150 Federal Street
Boston, MA 02110
May 13, 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 May 13, 1998 (the
"Registration Statement").
The Registration Statement covers the registration of 2,125,000 shares of
common stock, $.01 par value per share, of the Company (the "Shares"), which are
to be issued by the Company upon exercise of employee stock options to be issued
pursuant to the LeukoSite, Inc., Amended and Restated 1993 Stock Option 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 upon exercise of options granted
or to be granted 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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May 13, 1998
Page 2
Based upon and subject to the foregoing, we are of the opinion that the
Shares, when issued and delivered upon the exercise of options duly granted
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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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
May 11, 1998
