AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 28, 2000
Registration Statement No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SAFESCIENCE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 2834 33-0231238
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
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31 ST. JAMES AVENUE
BOSTON, MASSACHUSETTS 02116
(617) 422-0674
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE)
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BRADLEY J. CARVER
CHIEF EXECUTIVE OFFICER
SAFESCIENCE, INC.
31 ST. JAMES AVENUE
BOSTON, MASSACHUSETTS 02116
(617) 422-0674
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:
CHERYL REICIN, ESQ.
MCDERMOTT, WILL & EMERY
50 ROCKEFELLER PLAZA
NEW YORK, NEW YORK 10020
(212) 547-5400
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ X ] 333-35876
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
-------------------------- --------------------- ----------------------- ----------------------- ---------------------
Title of Each Class of Amount to Be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered (1) Offering Price per Aggregate Offering Registration Fee
Registered Share Price (2)
-------------------------- --------------------- ----------------------- ----------------------- ---------------------
-------------------------- --------------------- ----------------------- ----------------------- ---------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par
value 401,962 5.0781 $2,041,204 $539
-------------------------- --------------------- ----------------------- ----------------------- ---------------------
--------
(1) The shares being registered by this registration statement include (i)
401,962 shares of common stock that may be issued by SafeScience under adjustable
warrants issued to the purchasers in a private placement transaction and (ii)
pursuant to Rule 416 of the Securities Act, an indeterminate number of
additional shares that may be issued under the terms of the above mentioned
warrants as a result of anti-dilution provisions, stock splits, stock dividends
or similar transactions.
(2) Estimated solely for the purpose of determining the registration fee and
computed pursuant to Rule 457(c), based upon the average of the high and low
sales prices on June 21, 2000, as reported by the Nasdaq SmallCap Market.
</TABLE>
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement filed by SafeScience,
Inc. with the Securities and Exchange Commission (File No. 333-35876) pursuant
to the Securities Act of 1933, as amended, is incorporated by reference into
this Registration Statement.
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Boston,
Commonwealth of Massachusetts, on June 28, 2000.
SAFESCIENCE, INC.
By: /s/ Bradley J. Carver
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Bradley J. Carver
Chief Executive Officer, President and Treasurer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Chief Executive Officer, President, Treasurer June 28, 2000
/s/ Bradley J. Carver and Director
---------------------------------------------- (Principal Executive Officer)
Bradley J. Carver
* Chief Financial Officer and Secretary June 28, 2000
---------------------------------------------- (Principal Financial Officer and Principal
John W. Burns Accounting Officer)
* Chairman of the Board of Directors June 28, 2000
----------------------------------------------
Brian G. R. Hughes
* Director June 28, 2000
----------------------------------------------
David W. Dube
* By: /s/ Bradley J. Carver
----------------------------------------------
Bradley J. Carver
Attorney-in-fact
</TABLE>
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<PAGE>
EXHIBIT INDEX
The following documents are an exhibit hereto:
5.1 Opinion of McDermott, Will & Emery as to the validity of the securities
being offered.
23.1 Consent of McDermott, Will & Emery (included in Exhibit 5.1 hereto).
23.2 Consent of Arthur Andersen LLP.
II-2
