<PAGE>
As filed with the Securities and Exchange Commission on May 4, 1999
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-----------------------
PHOENIX INTERNATIONAL LIFE SCIENCES INC.
(Exact name of registrant as specified in its charter)
CANADA NOT APPLICABLE
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) Identification No.)
PHOENIX INTERNATIONAL LIFE SCIENCES INC.
2350 Cohen Street
Saint-Laurent (Montreal)
Quebec, Canada H4R 2N6
(514) 333-0033
(Address of Principal Executive Offices)
-------------------------------
PHOENIX INTERNATIONAL LIFE SCIENCES INC. KEY EMPLOYEE SHARE OPTION PLAN
CHRYSALIS INTERNATIONAL CORPORATION 1996 STOCK OPTION PLAN
DNX CORPORATION 1991 STOCK OPTION PLAN
DNX CORPORATION 1988 STOCK PLAN
(Full title of the Plans)
-------------------------------
PHS CORPORATE SERVICES, INC.
SUITE 1600, 1201 MARKET STREET
P.O. BOX 1709
WILMINGTON, DE 19899-1709
(Name and Address of Agent for Service)
(302) 777-6500
(Telephone number, including area code of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Securities to Amount to Be Offering Price Per Aggregate Offering Amount of
Be Registered Registered Share Price Registration Fee
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, no
par value 2,254,448(1)(2) $8.50 (3) $19,162,808 (3) $5,327
- -----------------------------------------------------------------------------------------------------------------------
Common Shares, no 145,672(4) $8.50 (3) $1,238,212 (3) $344
par value
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416(b), there shall also be deemed covered hereby such
additional securities as may be offered and issued to prevent dilution
resulting from stock splits, stock dividends or similar transactions
under the Phoenix International Life Sciences Inc. Key Employee Share
Option Plan (the "Phoenix Option Plan").
(2) Includes 224,637 additional shares to be reserved for issuance pursuant
to future grants, if any, under the Phoenix Option Plan.
(3) Estimated solely for the purpose of calculating the registration fee
and computed pursuant to paragraphs (c) and (h) of Rule 457 based on
the average bid and ask prices for the Common Shares on May 3, 1999,
as reported on the Nasdaq National Market.
(4) Represents 40,861 shares issuable upon exercise of outstanding options
under the Chrysalis International Corporation 1996 Stock Option Plan,
92,376 shares issuable upon exercise of outstanding options under the
DNX Corporation 1991 Stock Option Plan and 12,435 shares issuable upon
exercise of outstanding option sunder the DNX Corporation 1988 Stock
Plan.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with rule
428 under the Securities Act of 1933, as amended (the "Securities Act") and the
note to part I of form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents which have been filed by Phoenix International
Life Sciences Inc. (the "Registrant" or the "Company") with the Securities and
Exchange Commission (the "Commission") are incorporated by reference into this
Registration Statement:
(a) The Company's Registration Statement on Form F-4
(Registration Statement No. 333-75779) filed on April 7, 1999 (the "Form
F-4");
(c) The Current Reports on Form 6-K filed on February 3,
1999, April 7, 1999, April 16, 1999 and April 23, 1999, pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"); and
(d) The description of the Company's Common Shares contained
in the Form F-4, including any amendment or report filed for the purpose of
updating such description.
All documents filed subsequent to the date of this Registration
Statement pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of the filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement.
All information appearing in this Registration Statement is qualified
in its entirety by the detailed information, including financial statements
appearing in the documents incorporated herein or therein by reference.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the Canada Business Corporations Act, as amended, the Registrant
may indemnify a present or former director or officer or a person who acts or
acted at the Registrant's request as a director or officer of another
corporation of which the Registrant is or was a stockholder or creditor, and his
heirs and legal representatives, against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment, reasonably
incurred by him in respect of any civil, criminal or administrative action or
proceeding to which he is made a party by reason of his position with the
Registrant or such other corporation; provided that the director or officer
acted honestly and in good faith with a view to the best interests of the
Registrant and, in the case of a criminal or administrative action or proceeding
that is enforced by a monetary penalty, had reasonable grounds for believing
that his conduct was lawful. Such indemnification may be made in connection with
a derivative action only with court approval. A director or officer is entitled
to indemnification from the Registrant if he was substantially successful on the
merits and fulfilled the conditions set forth above.
In accordance with the Canada Business Corporations Act, the by-laws of
the Registrant provide that the Registrant shall indemnify a director or
officer, a former director or officer, or a person who acts or acted at the
Registrant's request as a director or officer of a body corporate of which the
Registrant is or was a shareholder or creditor (or a person who undertakes or
has undertaken any liability on behalf of the Registrant or any such body
corporate) and the heirs, executors, administrators and legal representatives of
such person, from and against all costs, charges and expenses whatsoever,
including all amounts paid to settle an action or satisfy a judgment sustained
or reasonably incurred by him in respect of any civil, criminal or
administrative action or proceeding to which he is made a party by reason of
being or having been director or officer of the Registrant or such body
corporate if he acted honestly and in good faith with a view to the best
interest of the Registrant and in the case of a criminal or administrative
action or proceeding that is enforced by a monetary penalty, he had reasonable
grounds for believing that his conduct was lawful.
The Registrant maintains a policy of directors' and officers' liability
insurance which insures directors and officers of the Registrant and its
subsidiaries for losses as a result of claims based upon the acts or omissions
as directors and officers of the Registrant, including liabilities arising under
the Securities Act, and also reimburses the Registrant for payments made
pursuant to the indemnity provisions under the Canada Business Corporations Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable
ITEM 8. EXHIBITS.
Exhibit No. Description
----------- -----------
4.1 Phoenix International Life Sciences Inc. Key Employee Share
Option Plan (incorporated herein by reference to Exhibit 10.3
of the Company's Registration Statement on Form F-4
(Registration Statement No. 333-75779) filed on April 7,
1999).
4.2 Chrysalis International Corporation 1996 Stock Option Plan
(incorporated herein by reference to Appendix G to Chrysalis
International Corporation's Schedule 14A dated November 8,
1996).
-3-
<PAGE>
4.3 DNX Corporation 1991 Stock Option Plan, as amended
(incorporated herein by reference to Exhibit 10(ii) of
Chrysalis International Corporation's Annual Report on Form
10-K for the fiscal year ended December 31, 1995 (File No.
000-19659)).
4.4 DNX 1988 Corporation Stock Plan, as amended (incorporated
herein by reference to Exhibit 10(i) of Chrysalis
International Corporation's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995 (File No. 000-19659)).
5 Opinion of McCarthy Tetrault.
23.1 Consent of Ernst & Young LLP (Phoenix).
23.2 Consent of Ernst & Young LLP (IBCD-Rostrum Global, Inc.).
23.2 Consent of Deloitt & Touch LLP.
23.4 Consent of KPMG LLP.
23.5 Consent of McCarthy Tetrault (included in Exhibit 5).
24 Power of Attorney (see Signature Pages).
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes as follows:
(1) To file, during any period in which offers or
sales are being made pursuant to this Registration Statement, a post-effective
amendment to this registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act.
(ii) To reflect in the prospectus any facts
or events arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which, individually or in
aggregate, represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase or decrease
in the volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the
low or high and of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) 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;
provided, however, that paragraphs (i) and (ii) above do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any
liability under 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.
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(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.
(b) The undersigned Registrant hereby also undertakes 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.
(c) 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 Commission 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.
-5-
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
5 Opinion of McCarthy Tetrault.
23.1 Consent of Ernst & Young LLP (Phoenix).
23.2 Consent of Ernst & Young LLP (IBRD-Rostrum Global, Inc.).
23.2 Consent of Deloitte & Touche LLP.
23.4 Consent of KPMG LLP.
23.5 Consent of McCarthy Tetrault (included in Exhibit 5).
24 Power of Attorney (see Signature Pages).
-6-
<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 Montreal, Quebec, Canada, on May 4, 1999.
PHOENIX INTERNATIONAL LIFE SCIENCES INC.
By: /s/ David Moszkowski
--------------------------------------------------
David Moszkowski, Senior Vice President and
Chief Financial Officer
PHOENIX INTERNATIONAL LIFE SCIENCES
(IBRD) INC., Authorized Representative in the
United States
By: /s/ Susan Thornton
--------------------------------------------------
Dr. Susan Thornton, President and Chief Operating
Officer - U.S., Phase II-IV
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints John W. Hooper, Ph.D. and David
Moszkowski, and each or any of them, his true and lawful attorney-in-fact and
agents, 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, or any
registration statement for the same offering that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary 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 any of them, or their
or his substitutes, may lawfully do or cause to be done by virtue thereof.
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.
Date: May 4, 1999 /s/ JOhn W. Hooper
--------------- --------------------------------------------------
John W. Hooper, Ph.D.
Chief Executive Officer and Chairman of the Board
of Directors (Principal Executive Officer)
[SIGNATURES CONTINUED ON NEXT PAGE]
<PAGE>
Date: May 4, 1999 /s/ David Moszkowski
--------------- --------------------------------------------------
David Moszkowski
Senior Vice President and Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
Date: May 4, 1999 /s/ Lucien Steru
--------------- --------------------------------------------------
Lucien Steru, M.D.
President and Chief Operating Officer
ITEM Europe SA and Director
Date: May 4, 1999 /s/ Claude E. Forget
--------------- --------------------------------------------------
Claude E. Forget
Director
Date: May 4, 1999 /s/ David Goldman
--------------- --------------------------------------------------
David Goldman
Director
Date: May 4, 1999 /s/ Robert Raich
--------------- --------------------------------------------------
Robert Raich
Director
Date: May 4, 1999 /s/ Cornelius P. McCarthy, III
--------------- --------------------------------------------------
Cornelius P. McCarthy, III
Director
Date: May 4, 1999 /s/ Bertram A. Spilker
--------------- --------------------------------------------------
Bertram A. Spilker, Ph.D., M.D.
Director
-9-
<PAGE>
Exhibit 5
[MCCARTHY TETRAULT LETTERHEAD]
Montreal, May 4, 1999
Phoenix International Life Sciences Inc.
2350 Cohen Street
Ville St-Laurent, Quebec
H4R 2N6
Re: Phoenix International Life Sciences Inc.
Registration Statement on Form S-8
----------------------------------------
Sirs:
We have acted as Canadian counsel to Phoenix International Life
Sciences Inc., a Canada corporation (the "Company"), in connection with the
preparation of the Company's Registration Statement on Form S-8 (the
"Registration Statement") to be filed under the SECURITIES ACT OF 1933, as
amended, for the registration of o common shares (the "Shares") of no par
value of the Company reserved for sale and issuance by the Company pursuant
to (1) the Company's Key Employee Share Option Plan (the "Phoenix Plan") and
(ii) the Chrysalis International Corporation 1996 Stock Option Plan, the DNX
Corporation 1991 Stock Option Plan and the DNX Corporation 1988 Stock Plan
(collectively, the "Chrysalis Plan'').
In this connection, we have also examined originals or copies,
certified or otherwise identified to our satisfaction, of such records of the
Company and such agreements, certificates of public officials, certificates of
the Company and others, and such other documents, certificates and records as we
have deemed necessary or appropriate as a basis for the opinion set forth
herein.
In our examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such copies. In making our examination of
documents executed or to be executed by parties other than the Company, we have
assumed that such parties had or will have the capacity and power, corporate or
other, to enter into and perform all obligations thereunder and have also
assumed the due authorization by all requisite action, corporate or other, and
execution and delivery by such parties and the validity and binding effect
thereof. As to any facts material to the opinions expressed herein, we have
relied upon certificates of public officials and statements or certificates of
other officers or representatives of the Company.
We express no opinion concerning any law other than the substantive
law of the Province of Quebec and the laws of Canada applicable therein.
Based upon and subject to the foregoing, we are of the opinion
that the Shares, when issued for value in accordance with the terms and
conditions of the Phoenix Plan or the Chrysalis Plans, as the case may be,and
pursuant to the Registration Statement, will be validly issued as fully paid
and non-assessable.
<PAGE>
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
This opinion relates exclusively to the filing of the aforementioned
Registration Statement and is for the sole use and benefit to the parties to
whom it is addressed. Accordingly, it cannot be relied upon by any other person
without our express written consent and without the express written consent of
the Company.
Very truly yours,
McCarthy Tetrault
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Form S-8 Registration
Statement of the reference to our firm under the captions "Summary
Consolidate Financial Information of Phoenix" and "Experts" in the
Registration Statement on Form F-4 of Phoenix International Life Sciences
Inc. ("Phoenix") filed on April 7, 1999 and the use of our report dated
October 9, 1998, except for Note 18 which is as of December 18, 1998, with
respect to Phoenix's consolidated financial statements included in its
Registration Statement on Form F-4.
Ernst & Young LLP
Chartered Accountants
Montreal, Canada
May 4, 1999
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of the reference to our firm under the caption "Experts" in the
Registration Statement on Form F-4 of Phoenix International Life Sciences
Inc. ("Phoenix") filed on April 7, 1999 and to
the use of our report dated December 10, 1998, with respect to the
consolidated financial statements of IBRD-Rostrum Global Inc. in the
Registration Statement on Form F-4 filed on April 7, 1999.
Ernst & Young LLP
Irvine, California
May 4, 1999
<PAGE>
Exhibit 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Phoenix International Life Sciences Inc. on Form S-8 of our report related
to IBRD-Rostrum Global Inc. and subsidiaries, dated March 4, 1997 appearing
in the Registration Statement of Phoenix International Life Sciences Inc. on
Form F-4 filed April 7, 1999.
DELOITTE & TOUCHE LLP
Costa Mesa, California
May 4, 1999
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<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Phoenix International Life Sciences (Chrysalis) Inc.
We consent to the use of our report included herein by reference in this
Registration Statement on Form S-8.
Our report dated February 5, 1999 contains an explanatory paragraph that
states that the Company has suffered recurring losses from operations, has a
net working capital deficiency and is in default of its debt covenants which
raise substantial doubt about its ability to continue as a going concern. The
consolidated financial statements do not include any adjustments that might
result from the outcome of that uncertainty.
KPMG LLP
Philadelphia, Pennsylvania
May 4, 1999
