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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 15, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BIOSPHERE MEDICAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 04-3216867
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
1050 HINGHAM STREET, ROCKLAND, MASSACHUSETTS 02370
(Address of Principal Executive Offices) (Zip Code)
1997 STOCK INCENTIVE PLAN
(Full Title of the Plan)
JOHN M. CARNUCCIO
PRESIDENT AND CHIEF EXECUTIVE OFFICER
BIOSPHERE MEDICAL, INC.
1050 HINGHAM STREET
ROCKLAND, MASSACHUSETTS 02370
(Name and Address of Agent for Service)
(781) 681-7900
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock, 1,850,000 shares $12.25(1) $22,662,500(1) $5,983
$0.01 par value
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) of the Securities Act of
1933, as amended.
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STATEMENT OF INCORPORATION BY REFERENCE
Except as otherwise set forth below, this Registration Statement on
Form S-8 incorporates by reference the contents of the Registration Statement on
Form S-8, File No. 333-28955, filed by BioSphere Medical, Inc. (f/k/a BioSepra
Inc.) (the "Registrant") on June 11, 1997, the contents of the Registration
Statement on Form S-8, File No. 333-58021, filed by the Registrant on June 29,
1998 and the contents of the Registration Statement on Form S-8, File No.
333-83639, filed by the Registrant on July 23, 1999, each relating to the
Registrant's 1997 Stock Incentive Plan.
II-1
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Rockland, Massachusetts, on this 16th day of November, 2000.
BIOSPHERE MEDICAL, INC.
By: /s/ John M. Carnuccio
---------------------------
John M. Carnuccio
President and Chief Executive
Officer
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of BioSphere Medical, Inc.
hereby severally constitute and appoint John M. Carnuccio and Robert M.
Palladino, and each of them singly, our true and lawful attorneys with full
power to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the registration statement on Form S-8 filed
herewith and any and all subsequent amendments to said registration statement,
and generally to do all such things in our names and behalf in our capacities as
officers and directors to enable BioSphere Medical, Inc. to comply with all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by said attorneys, or any of
them, to said registration statement and any and all amendments thereto.
II-2
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Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
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Signature Title Date
<S> <C> <C>
/s/ John M. Carnuccio President, Chief Executive Officer and November 16, 2000
------------------------------ Director (Principal Executive Officer)
John M. Carnuccio
/s/ Robert M. Palladino Vice President and Chief Financial November 16, 2000
------------------------------ Officer (Principal Financial and
Robert M. Palladino Accounting Officer)
/s/ Jean-Marie Vogel
------------------------------ Chairman and Director November 16, 2000
Jean-Marie Vogel
/s/ Timothy J. Barberich
------------------------------ Director November 16, 2000
Timothy J. Barberich
------------------------------ Director November 16, 2000
William M. Cousins, Jr.
/s/ Alexander M. Klibanov
------------------------------ Director November 16, 2000
Alexander M. Klibanov, Ph.D.
/s/ Paul A. Looney
------------------------------ Director November 16, 2000
Paul A. Looney
/s/ Riccardo Pigliucci
------------------------------ Director November 16, 2000
Riccardo Pigliucci
/s/ David P. Southwell
------------------------------ Director November 16, 2000
David P. Southwell
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II-3
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EXHIBIT INDEX
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Exhibit
NUMBER DESCRIPTION
<S> <C>
3.1 (1) Certificate of Incorporation, as amended, of the Registrant.
3.2 (1) By-Laws of the Registrant.
4.1 (2) Specimen certificate for shares of the Registrant's common stock.
5.1 Opinion of Hale and Dorr LLP.
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (included in page II-3).
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(1) Incorporated herein by reference from the Registrant's Registration
Statement on Form S-8, dated June 10, 1996 (File No. 333-05621).
(2) Incorporated herein by reference from the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1999.
