<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 2, 1997
Registration No. 333-____
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Cytoclonal Pharmaceutics Inc.
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware
--------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)
75-2402409
------------------------------------
(I.R.S. Employer Identification No.)
9000 Harry Hines Boulevard, Dallas, Texas 75235
----------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Cytoclonal Pharmaceutics Inc. 1992 Stock Option Plan
----------------------------------------------------
(Full Title of the Plan)
Arthur P. Bollon, Ph.D.
Cytoclonal Pharmaceutics Inc.
9000 Harry Hines Boulevard
Dallas, Texas 75235
---------------------------------------
(Name and Address of Agent For Service)
(214) 353-2922
-------------------------------------------------------------
(Telephone Number, Including Area Code, of Agent For Service)
Copy to: Robert H. Cohen, Esq.
Morrison Cohen Singer & Weinstein, LLP
750 Lexington Avenue
New York, New York 10022
(212) 735-8600
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Per Share Aggregate Offering Price Registration Fee
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$0.01 per share, issuable
upon exercise of options
granted under 1992 Stock
Option Plan 418,500 $2.02(1) $845,370 $265.18
- -------------------------------------------------------------------------------------------------------------
Common Stock, par value
$0.01 per share, issuable
upon exercise of options
which may be granted
under 1992 Option Plan 21,500 $7.375(1) $158,562.50 $ 48.05
- -------------------------------------------------------------------------------------------------------------
Total Registration Fee ................................................................... $313.23
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
</TABLE>
- -------------------------
(1) Estimated in accordance with Rules 457(c) and (h) solely for the purpose of
calculating the registration fee and based on the average of the bid and
asked prices of the Common Stock of Cytoclonal Pharmaceutics Inc. as
reported by the NASDAQ SmallCap Stock Market on October 1, 1997.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents (or parts thereof) filed or to be filed with the
Securities and Exchange Commission (the "Commission") by Cytoclonal
Pharmaceutics Inc., a Delaware corporation (the "Company"), are incorporated by
reference in this registration statement:
(a) The Company's Annual Report on Form 10-KSB, as amended, for the fiscal
year ended December 31, 1996.
(b) The Company's Quarterly Report on Form 10-QSB for the fiscal quarter
ended March 31, 1997.
(c) The Company's Quarterly Report on Form 10-QSB for the fiscal quarter
ended June 30, 1997.
(c) All other reports filed by the Company pursuant to Section 13(a) and
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the Company's fiscal year ended
December 31, 1996.
(d) The Company's Registration Statement on Form 8-A, as filed with the
Commission on May 17, 1995, to register the Common Stock under Section
12(g) promulgated under the Exchange Act which Registration Statement
contains a description of the Common Stock.
All documents subsequently filed by the Company 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 securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
1
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Restated Certificate of Incorporation provides that the
Company shall indemnify its officers and directors against certain liabilities
to the fullest extent permitted by Section 145 of the Delaware General
Corporation Law (the "DGCL"). The Company's Restated Certificate of
Incorporation also limits a director's liability for monetary damages for breach
of fiduciary duty, including gross negligence, except liability for (i) breach
of the director's duty of loyalty, (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of the law, (iii)
the unlawful payment of a dividend or unlawful stock purchase or redemption and
(iv) any transaction from which the director derives an improper personal
benefit. Delaware law, however, does not eliminate a director's duty of care and
the indemnifying provisions of the Company's Restated Certificate of
Incorporation have no effect on the availability of equitable remedies, E.G.,
injunction or rescission, based upon the breach of such duty. In addition, the
Company has obtained an insurance policy providing coverage for certain
liabilities of its officers and Directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4. Cytoclonal Pharmaceutics Inc. 1992 Stock Option Plan.
5. Opinion of Morrison Cohen Singer & Weinstein, LLP.
23.1 Consent of Morrison Cohen Singer & Weinstein, LLP (included in its
Opinion filed as Exhibit 5 hereto).
23.2 Consent of Richard A. Eisner & Company, LLP.
24. Powers of Attorney (included on the signature page of this
Registration Statement).
ITEM 9. UNDERTAKINGS
(a) The Company hereby undertakes that it will:
2
<PAGE>
(1) 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 the Registration Statement or any material change to such
information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Securities Act"), treat each such post-
effective amendment as a new registration statement relating to the securities
offered therein, and the offering of such securities at that time to be the
initial BONA FIDE offering.
(3) File a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company 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 Company 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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
3
<PAGE>
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 Dallas, State of Texas, on this 2nd day of
October 1997.
CYTOCLONAL PHARMACEUTICS INC.
By: /s/ Arthur P. Bollon
------------------------------------
Name: Arthur P. Bollon
Title: Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Arthur P. Bollon, Ph.D., with the power
of substitution, his or her attorney-in-fact, to sign any amendments to this
Registration Statement and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorney-in-fact, or his or her
substitute, may do or choose to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by the following
persons in the capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
/s/ Arthur P. Bollon Chairman, President, Chief October 2, 1997
- ------------------------- Executive Officer and Director
Arthur P. Bollon, Ph.D. (principal executive officer)
/s/ Daniel Shusterman Vice President Operations, October 2, 1997
- ------------------------- Treasurer and Chief Financial
Daniel Shusterman, J.D. Officer (principal financial
and accounting officer)
/s/ Ira Gelb Director October 2, 1997
- -------------------------
Ira Gelb, M.D.
/s/ Irwin C. Gerson Director October 2, 1997
- -------------------------
Irwin C. Gerson
4
<PAGE>
EXHIBIT INDEX
NO. DESCRIPTION
- --- -----------
4. Cytoclonal Pharmaceutics Inc. 1992 Stock Option Plan.
5. Opinion of Morrison Cohen Singer & Weinstein, LLP.
23.1 Consent of Morrison Cohen Singer & Weinstein, LLP (included in its Opinion
filed as Exhibit 5 hereto).
23.2 Consent of Richard A. Eisner & Company, LLP.
24. Powers of Attorney (included on the signature page of this Registration
Statement).
5
<PAGE>
CYTOCLONAL PHARMACEUTICS INC.
1992 STOCK OPTION PLAN
1. The total number of shares which may be issued and sold under options
granted pursuant to this Stock Option Plan shall not exceed 1,300,000 shares
of the Company's common stock, par value $.01 per share (the "Common Stock"),
except to the extent of adjustments authorized by the last sentence of
Paragraph 5 of this Stock Option Plan. Such shares may be treasury shares or
shares of original issue or a combination of the foregoing.
2. The Board of Directors of the Company may, from time to time and upon
such terms and conditions as it may determine, authorize the granting to
officers and Directors and to other key employees of the Company, including
members of the Company's Scientific Advisory Board, or any of its
subsidiaries of options to buy from the Company shares of Common Stock and
may fix the number of shares to be covered by each such option. Successive
options may be granted to the same person whether or not the option or
options first granted to such person remain unexercised.
3. Options granted under this Stock Option Plan may be (i) options which
are intended to qualify under particular
<PAGE>
provisions of the Internal Revenue Code, as in effect from time to time, (ii)
options which are not intended so to qualify under the Internal Revenue Code,
or (iii) combinations of the foregoing. No option shall run for more then ten
years from the date granted, provided that if an optionee holds more than ten
percent of the Company's issued and outstanding capital stock, no option
granted to any such optionee shall run for more than five years from the date
granted. No option shall be transferable by the optionee otherwise than by
will or the laws of descent and distribution. Options shall be exercisable
during the optionee's lifetime only by him or by his guardian or legal
representative.
4. The option price shall not be less than the fair market value of the
shares covered by the option at the time the option is granted, provided that
if an optionee holds more than ten percent of the Company's issued and
outstanding capital stock, the option price shall not be less than 110
percent of the fair market value of the shares covered by the option at the
time the option is granted. The option price shall be payable (a) in cash or
by check acceptable to the Company (b) at the discretion of the Board of
Directors, by the transfer to the Company by the optionee of shares of Common
Stock having a value at the time of exercise equal to the total option price,
or (c) by a combination of such methods of payment.
-2-
<PAGE>
5. The Board of Directors may make or provide for such adjustments in
the option price and in the number or kind of shares of the Company's Common
Stock or other securities covered by outstanding options as such Board in its
sole discretion, exercised in good faith, may determine is equitably required
to prevent dilution or enlargement of the rights of the optionees that would
otherwise result from (a) any stock dividend, stock split, combination of
shares, recapitalization or other change in the capital structure of the
Company, (b) any merger, consolidation, separation, reorganization, partial
or complete liquidation or issuance of rights or warrants to purchase stock,
or (c) any other corporate transaction or event having an effect similar to
any of the foregoing. The Board of Directors may also make or provide for
such adjustments in the number or kind of shares of the Company's Common
Stock or other securities which may be sold under this Stock Option Plan as
such Board in its sole discretion, exercised in good faith, may determine is
appropriate to reflect any transaction or event described in the preceding
sentence.
6. The form of each Stock Option Agreement shall be prescribed, and any
Stock Option Agreement evidencing an outstanding option may with the
concurrence of the affected
-3-
<PAGE>
optionee be amended, by the Board of Directors, provided that the terms and
conditions of each such Stock Option Agreement and amendment are not
inconsistent with this Stock Option Plan.
7. The Board of Directors may, with the concurrence of the affected
optionee, cancel any option granted under this Stock Option Plan. In the
event of any such cancellation, the Board of Directors may authorize the
granting of new options (which may or may not cover the same number of shares
which had been the subject of any prior option) in such manner, at such
option price and subject to the same terms, conditions and discretions as,
under this Stock Option Plan, would have been applicable had the cancelled
options not been granted.
8. This Stock Option Plan shall be administered by the Board of
Directors, which may from time to time delegate all or any part of its
authority under this Stock Option Plan to a committee appointed by the Board
of Directors. To the extent of such delegation, references in this Stock
Option Plan to the Board of Directors shall also refer to the committee. The
majority of the committee shall constitute a quorum, and the action of a
majority of the members of the committee present at any meeting at which a
quorum is present, or acts unanimously approved in writing, shall be the acts
of the committee.
-4-
<PAGE>
9. This Stock Option Plan may be amended from time to time by the Board
of Directors but without further approval by the stockholders of the Company
no such amendment shall increase the aggregate number of shares of Common
Stock that may be issued and sold under this Stock Option Plan (except that
adjustments authorized by the last sentence of Paragraph 5 shall not be
limited by this provision) or change the designation in Paragraph 2 of the
class of employees eligible to receive options.
-5-
<PAGE>
EXHIBIT 5
MORRISON COHEN SINGER & WEINSTEIN, LLP
750 Lexington Avenue
New York, New York 10022
Telephone: (212) 745-8600
Facsimile: (212) 735-8708
October 2, 1997
Cytoclonal Pharmaceutics Inc.
9000 Harry Hines Boulevard
Dallas, Texas 75235
RE: CYTOCLONAL PHARMACEUTICS INC.--REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
In our capacity as counsel to Cytoclonal Pharmaceutics Inc., a Delaware
corporation (the "Company"), we have been requested to render this opinion in
connection with a registration statement on Form S-8 (the "Registration
Statement") being filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, covering an aggregate
of 440,000 shares (the "Shares") of common stock, $.01 par value per share (the
"Common Stock"), of the Company issuable upon the exercise of certain stock
options (the "Options") granted or to be granted under the Company's 1992 Stock
Option Plan (the "Plan").
In furnishing our opinion, we have examined the Certificate of
Incorporation, as amended, of the Company, and such other instruments and
documents as we have deemed relevant and necessary as the basis for our
opinion expressed herein. We have examined originals or certified, conformed,
or photostatic copies of all documents, the authenticity of which has been
established to our satisfaction. In all such examinations, we have assumed the
genuineness of all signatures on original and certified documents, and the
conformity to executed documents of all executed copies submitted to us as
conformed or photostatic copies.
Based upon and subject to the foregoing, we are of the opinion that the
Shares issuable upon exercise of the Options have been duly authorized and, when
paid for and issued in accordance with the terms of the Options, will be duly
and validly issued shares of Common Stock.
We hereby consent to use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Morrison Cohen Singer & Weinstein, LLP
------------------------------------------
Morrison Cohen Singer & Weinstein, LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of our report dated February 7, 1997 (with respect to Note K[2],
February 21, 1997) on our audits of the financial statements of Cytoclonal
Pharmaceutics Inc., (the "Company") a Delaware corporation, as of December 31,
1996 and for each of the years in the two-year period ended December 31, 1996
and for the period from September 11, 1991 (inception) through December 31,
1996 included in the Company's annual report on Form 10KSB.
New York, New York
October 1, 1997
