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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 8, 1999
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
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
04-3173859
(I.R.S. EMPLOYER 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)
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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<CAPTION>
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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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<S> <C> <C> <C> <C>
Common Stock,
$.01 par value.................. 450,000 N/A $12,375,000 $3,440.25
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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 up to 450,000 shares
at an exercise price of $27.50 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 November 3, 1999.
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PART II
INTRODUCTION
This Registration Statement on Form S-8 is filed by LeukoSite, Inc.,
a Delaware corporation (the "Company" or the "Registrant") in connection with
the registration of 450,000 shares of common stock, par value $0.01 per share
of the Company (the "Shares"), which shares are being registered as
additional securities to the 2,125,000 shares of common stock, par value
$0.01 per share of the Company which were previously registered on the
Company's Form S-8 filed on May 14, 1998 (File No. 333-52647) (the "Prior
Registration Statement"). Pursuant to General Instruction E of Form S-8, the
contents of the Prior Registration Statement are incorporated by reference
herein.
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).
4.3 Amended and Restated 1993 Stock Option Plan of the Registrant.
Incorporated by reference to Exhibit 10.23 to the Registrant's
Registration Statement on Form S-1 (File No. 333-30213).
5 Opinion 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 this
Registration Statement).
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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 8th day of November, 1999.
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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<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Christopher K. Mirabelli Chairman of the Board of Directors, President November 8, 1999
- ------------------------------- and Chief Executive Officer
Christopher K. Mirabelli, Ph.D. (Principal Executive Officer)
/s/ Augustine Lawlor Vice President, Corporate Development and Chief November 8, 1999
- ------------------------------- Financial Officer
Augustine Lawlor (Principal Financial and Accounting Officer)
/s/ Kate Bingham Director November 8, 1999
- -------------------------------
Kate Bingham
/s/ James Cavanaugh Director November 8, 1999
- -------------------------------
James Cavanaugh
/s/ Yasunori Kaneko Director November 8, 1999
- -------------------------------
Yasunori Kaneko
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/s/ Martin Peretz Director November 8, 1999
- -------------------------------
Martin Peretz
/s/ Mark Skaletsky Director November 8, 1999
- -------------------------------
Mark Skaletsky
/s/ Timothy A. Springer Director November 8, 1999
- -------------------------------
Timothy A. Springer
/s/ Christopher T. Walsh Director November 8, 1999
- -------------------------------
Christopher T. Walsh
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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).
4.3 Amended and Restated 1993 Stock Option Plan of the Registrant.
Incorporated by reference to Exhibit 10.23 to the Registrant's
Registration Statement on Form S-1 (File No. 333-30213).
5 Opinion 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 this
Registration Statement).
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Exhibit 5
[Bingham Dana LLP Letterhead]
November 5, 1999
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 November
8, 1999 (the "Registration Statement").
The Registration Statement covers the registration of an additional
450,000 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, as amended (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.
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
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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
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 29,
1999 included in LeukoSite, Inc.'s Form 10-K for the year ended December 31,
1998 and to all references to our Firm included in this registration
statement.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Boston, Massachusetts
November 2, 1999
