<PAGE>
As filed with the Securities and Exchange Commission on July __, 1996
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
----------
Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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BOSTON LIFE SCIENCES, INC.
(Exact name of registrant as specified in its charter)
Delaware 87-0277826
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
33 Newbury Street
Suite 300
Boston, Massachusetts 02116
(617) 425-0200
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
S. David Hillson
President and Chief Executive Officer
Boston Life Sciences, Inc.
33 Newbury Street
Suite 300
Boston, Massachusetts 02116
(617) 425-0200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------
Copies to:
Raymond D. Agran, Esq.
Ballard Spahr Andrews & Ingersoll
1735 Market Street, 51st Floor
Philadelphia, PA 19103
(215) 665-8500
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement is declared effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box.[_]
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, other than securities offered only in connection with dividend or interest
reinvestment plans, 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, please 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(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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
<CAPTION>
Calculation of Registration Fee
================================================================================
Proposed
maximum Proposed
Amount offering maximum Amount of
Title of each class of to be price aggregate registration
securities to be registered registered per unit offering price fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par 10,226,400 $1.00 $10,226,400.00 $3,526.37
value (1)(3)
- --------------------------------------------------------------------------------
Warrant to purchase one 599,770 ----- ----- -----
share of Boston Life
Sciences, Inc., par value
$.01 per share (3)
- --------------------------------------------------------------------------------
Common Stock, $.01 par 599,770 $1.00 $ 599,770.00 $ 206.82
value (1)(2)(3)
- --------------------------------------------------------------------------------
Total Registration Fee $3,733.19
================================================================================
</TABLE>
(1) Based on the average of the reported high and low sales prices of the Common
Stock as reported on The Nasdaq SmallCap Market of the Nasdaq Stock Market,
Inc. on July 22, 1996, estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c) and (g).
(2) Represents the maximum number of shares of Common Stock which are issuable
upon the exercise of the Warrants.
(3) Pursuant to Rule 416, there are also being registered such additional
securities as may be issued pursuant to the anti-dilution provisions of the
Common Stock and Warrants, including the securities comprising a portion
thereof.
____________________
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.
____________________
This Registration Statement is filed pursuant to Rule 429 under the
Securities Act of 1933 and relates to the Registrant's Registration Statement on
Form S-3 (File No. 333-2730) which was filed and declared effective on May 10,
1996.
================================================================================
<PAGE>
SUBJECT TO COMPLETION, DATED JULY __, 1996
PROSPECTUS
10,826,170 Shares
Boston Life Sciences, Inc.
Common Stock and Warrants
____________________
The securities offered hereby consist of (i) 10,826,170 shares of common
stock, $.01 par value per share (the "Common Stock"), and (ii) 599,770
warrants (the "Warrants"), each of which entitles the holder thereof to
purchase one share of Common Stock of Boston Life Sciences, Inc., a
Delaware corporation ("BLSI" or the "Company"), which are owned by the
selling stockholders listed herein under "Selling Stockholders"
(collectively, the "Selling Stockholders") (the Common Stock and Warrants
offered hereby are collectively referred to as the "Securities"). All
expenses of registration incurred in connection herewith are being borne by
the Company, but all selling and other expenses incurred by a Selling
Stockholder will be borne by that Selling Stockholder. The Company will
not receive any of the proceeds from the sale of the Securities by the
Selling Stockholders.
The Selling Stockholders have not advised the Company of any specific plans
for the distribution of the Securities covered by this Prospectus, but it
is anticipated that the Securities will be sold from time to time primarily
in transactions (which may include block transactions) on The Nasdaq
SmallCap Market of the Nasdaq Stock Market, Inc. (the "Nasdaq SmallCap
Market") at the market price then prevailing, although sales may also be
made in negotiated transactions or otherwise. The Selling Stockholders and
the brokers and dealers through whom sale of the Securities may be made may
be deemed to be "underwriters" within the meaning of the Securities Act of
1933, as amended (the "Securities Act"), and their commissions or discounts
and other compensation may be regarded as underwriters' compensation. See
"Plan of Distribution."
The Common Stock is traded on the Nasdaq SmallCap Market under the symbol
"BLSI." The Warrants are traded on the Nasdaq Smallcap Market under the
symbol "BLSI-W." On July 22, 1996, the last reported closing price of the
Common Stock was $1.03 per share.
____________________
An investment in the Common Stock and Warrants offered hereby involves a
high degree of risk. See "Risk Factors" beginning on page 5 of this
Prospectus.
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
____________________
The date of this Prospectus is July __, 1996.
<PAGE>
No dealer, salesman or other person has been authorized to give any
information or to make any representation not contained in or incorporated
by reference in this Prospectus and, if given or made, such information or
representation must not be relied upon as having been authorized by the
Company, the Selling Shareholders or any other person. This Prospectus
does not constitute an offer to sell or a solicitation of an offer to buy
any of the securities offered hereby in any jurisdiction to any person to
whom it is unlawful to make such an offer in such jurisdiction. Neither
the delivery of this Prospectus nor any sale made hereunder shall, under
any circumstances, create any implication that the information herein is
correct as of any time subsequent to the date hereof or that there has been
no change in the affairs of the Company since that date.
AVAILABLE INFORMATION
This Prospectus, which constitutes a part of a Registration Statement on
Form S-3 (the "Registration Statement") filed by the Company with the
Securities and Exchange Commission (the "Commission") under the Securities
Act, omits certain of the information set forth in the Registration
Statement. Reference is hereby made to the Registration Statement and to
the exhibits thereto for further information with respect to the Company
and the securities offered hereby. Copies of the Registration Statement
and the exhibits thereto are on file at the offices of the Commission and
may be obtained upon payment of the prescribed fee or may be examined
without charge at the public reference facilities of the Commission
described below.
Statements contained herein concerning the provisions of documents are
necessarily summaries of such documents, and each statement is qualified in
its entirety by reference to the copy of the applicable document filed with
the Commission.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, accordingly,
files reports, proxy statements and other information with the Commission.
Such reports, proxy statements and other information can be inspected and
copied at the public reference facilities maintained by the commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the Commission's Regional Offices located at Seven World Trade
Center, New York, New York 10048 and Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
documents may also be obtained form the Public Reference Section of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. In addition, reports and proxy statements
concerning the Company can be inspected at the offices of the National
Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington,
D.C. 20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents or portions of documents filed by the Company (File
No. 0-6533) with the Commission are incorporated hereby by reference:
(a) Annual Report on Form 10-K, as amended by Form 10-K/A, for the
fiscal year ended December 31, 1994.
(b) Annual Report on Form 10-K, as amended by Form 10-K/A, for the
fiscal year ended December 31, 1995.
(c) Quarterly Report on Form 10-Q for the quarter ended March 31,
1996.
(d) Current Report on Form 8-K filed June 26, 1996.
(e) Current Report on Form 8-K filed July 9, 1996.
(f) Current Report on Form 8-K filed July 19, 1996.
(g) Report on Form 10-C filed July 8, 1996.
2
<PAGE>
(h) The description of the Company's Common Stock which is contained
in the Company's Registration Statement on Form 8-A filed under the
Exchange Act, including any amendment or reports filed for the purpose of
updating such description.
All reports and other documents subsequently filed by the Company 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 hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference in this Prospectus
and to be a part hereof from the date of the filing of such reports or
documents. Any statement contained in a document, all or a portion of
which is incorporated by reference herein, shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a
statement contained or incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Prospectus.
Upon request, the Company will provide without charge to each person to
whom this Prospectus is delivered a copy of any or all of such documents
which are incorporated herein by reference (other than exhibits to such
documents unless such exhibits are specifically incorporated by reference
into the documents that this Prospectus incorporates). Written or oral
requests for copies should be directed to Marc E. Lanser, M.D., Executive
Vice President and Chief Scientific Officer, 33 Newbury Street, Suite 300,
Boston, Massachusetts 02116, telephone number (617) 425-0200.
3
<PAGE>
THE COMPANY
Boston Life Sciences, Inc. ("BLSI" or the "Company") is the result of a
merger (the "Merger") between BLSI and Greenwich Pharmaceuticals
Incorporated ("Greenwich"). The Merger took place on June 15, 1995 and
resulted in a publicly traded company managed by the Board of Directors and
management of Boston Life Sciences, Inc. ("Old BLSI"), the company existing
prior to the Merger.
BLSI is a development stage biotechnology company engaged in the research
and development of novel therapeutic and diagnostic products to treat
chronic debilitating diseases, such as cancer, Parkinson's Disease, central
nervous system (CNS) disorders and autoimmune diseases. With the exception
of the technologies originating with Greenwich, all of BLSI's technologies
currently under development were invented or discovered by researchers
working at Harvard University and/or its affiliated hospitals ("Harvard and
its Affiliates"). In addition, as a result of the Merger, BLSI in the case
of THERAFECTIN(R) amiprilose HC1 ("THERAFECTIN"), a product that had
previously been pursued by Greenwich, commenced a Phase III trial in the
second quarter of 1996.
CORPORATE STRATEGY
The Company intends to (i) fund the early development of its compounds in
preclinical development and (ii) enter into corporate partnering
arrangements with established pharmaceutical or biotechnology companies to
support the continued development of BLSI's compounds and potential
marketing of any products following government approvals. Additionally,
BLSI does not currently own any laboratory or manufacturing facilities and
intends to contract out for such services.
With the addition of Greenwich's carbohydrate technologies acquired in the
Merger, BLSI will also be formulating a strategy to address the potential
future requirements of THERAFECTIN with the ultimate objective of obtaining
U.S. Food and Drug Administration (FDA) approval. See "Products Under
Development and Research Programs -- Compounds Approved for Clinical
Development." There can be no assurances, however, that the implementation
of any strategy would ultimately result in the approval of THERAFECTIN by
the FDA.
STRATEGIC ALLIANCES
In June 1995, BLSI entered into a research and development collaboration
agreement with Zeneca Pharmaceuticals, Ltd. ("Zeneca") for all indications,
on a worldwide basis, of BLSI's MHC Class II Inhibition technology. The
collaboration calls for Zeneca to fund approximately the first two years of
research and for BLSI to receive payments from Zeneca as lead compounds
reach traditional clinical development milestones. In addition, BLSI will
receive royalties payable on the sale of any products originating from the
collaboration.
BLSI is also a party to collaborations for THERAFECTIN with Irotec
Laboratories of Cork, Ireland ("Irotec") to market amiprilose HCl in the
territories of the Republic of Ireland and the Netherlands. Unless BLSI
obtains marketing approval for THERAFECTIN in the United States and Irotec
obtains marketing approval of amiprilose HCl in its regions, the future
milestone payments from Irotec will not be received.
PRODUCTS UNDER DEVELOPMENT AND RESEARCH PROGRAMS
Compounds Approved for Clinical Development
THERAFECTIN. The Company commenced a Phase III clinical trial for
THERAFECTIN in the second quarter of 1996. THERAFECTIN previously formed
the foundation of Greenwich's drug development efforts. Early work on
THERAFECTIN revealed potent pharmacologic effects, e.g. enhancement of
killing and clearance of intracellular pathogens (including bacteria,
fungi, viruses, parasites) and anti-tumor activity. Further work supported
the immunostimulatory effects of THERAFECTIN. As the significant anti-
inflammatory effects of other known immunostimulants (levamisole and
muramyl dipeptide) were well documented, investigations of the potential
anti-inflammatory activity of THERAFECTIN were initiated.
4
<PAGE>
Since the Merger, the Company has actively been engaged in a review of the
THERAFECTIN preclinical and clinical data, including the IND and NDA
filings made with FDA, correspondence between Greenwich and FDA, and the
transcripts of the Arthritis Advisory Committee meetings. The Company has
sought input from outside independent regulatory affairs consultants and
reviewed the preclinical and clinical data with certain of Greenwich's
scientific and regulatory affairs personnel. Based on its analysis, the
Company concluded that there was sufficient evidence of therapeutic
efficacy and that further investigation of the clinical development of
THERAFECTIN was warranted. To this end, the Company has assembled a panel
comprised of expert academic clinical rheumatologists and enlisted the aid
of medical, regulatory, and statistical consultants to assist BLSI in
formulating a clinical strategy for THERAFECTIN. The Company held a
consensus meeting with the entire panel and its consultants to discuss such
strategy (including potential protocols for any possible additional
clinical study) for THERAFECTIN. In November, the Company submitted to FDA
a draft protocol for a proposed Phase III study of THERAFECTIN. The draft
protocol is for a double-blind, placebo-controlled, multi-center study
similar to a successful Phase III study (RA-9) previously performed by
Greenwich. The Company has met with FDA to discuss the protocol and the
double blind study commenced in the second quarter of 1996.
ALTROPANE (Parkinson's Disease-Diagnostic Agent). BLSI is developing a
nuclear medicine imaging agent, Altropane, that it believes will be useful
in the early diagnosis of Parkinson's Disease at its early stages, prior to
the onset of specific symptoms. Since administration of currently
available therapies in the early stages of Parkinson's Disease may delay
the progression of the disease, early definitive diagnosis may be of
substantial benefit. ALTROPANE recently completed Phase I/II clinical
testing under a physician-sponsored IND with encouraging results which
indicate that Altropane is a safe, accurate and convenient agent to image
the dopamine transporter system in the brain. Results from this study
showed that the use of Altropane together with SPECT brain scanning
demonstrated a greater than 70% loss of dopamine transporters in patients
with mild clinical disease, while patients with more severe disease were
shown to have had an even greater loss. In one patient in whom the
diagnosis of Parkinson's Disease was in dispute, physicians in the study
using Altropane demonstrated that the patient did not in fact have
Parkinson's Disease.
Preclinical Development Programs
CDI (Cartilage-Derived Inhibitor). BLSI is developing a factor derived
from cartilage called CDI, which inhibits new blood vessel formation.
Angiogenesis (new blood vessel formation) plays a role in the growth and
spread of solid tumors throughout the body because cancerous tumors require
new blood vessels in order to grow and metastasize. The Company's
collaborating scientists have isolated and cloned CDI, and the Company
commenced large-scale animal testing in the second quarter of 1996. BLSI
plans to develop CDI for the treatment of solid tumors and other diseases
of neovascularization, including rheumatoid arthritis and numerous eye
diseases.
Autoimmune Diseases (Inhibition of the Expression of MHC Molecules).
Autoimmune diseases are characterized by the production of antibodies
directed against the body's own tissues, and the consequent destruction of
those tissues by the body's immune cells. Central to the pathogenesis of
these diseases is the expression of MHC (Major Histocompatibility Complex)
class II DR molecules on the surface of antigen-presenting cells that are
found within the tissues that are attacked in autoimmune disease. The
Company is developing a means to specifically inhibit MHC DR expression.
Inhibition of DR expression might provide a specific treatment for
autoimmune diseases, and because of its specificity, this treatment might
be relatively free of side effects. In June 1995, BLSI entered into a
research and development collaboration agreement with Zeneca for all
indications, on a worldwide basis, of BLSI's MHC Class II Inhibition
technology. See "The Company -- Strategic Alliances."
C-MAF. The Company recently obtained an exclusive worldwide license to a
patent application concerning a recently-discovered transcription factor
called C-MAF. C-MAF has been shown, in preclinical in vitro tests, to
regulate the switching of T helper 1 (Th1) cells into T helper 2 (Th2)
cells. The ability to switch Th1 cells into Th2 cells (and vice versa) may
be significant in the treatment of autoimmune diseases and allergies. C-
MAF was discovered by a team of scientists led by Professor Laurie H.
Glimcher at Harvard University, and this factor and its uses for treatment
of such diseases have been exclusively licensed by Harvard to the Company.
Cancer (Tumor Targeting). Monoclonal antibodies (MAbs) have high
specificity and high affinity and/or avidity for their antigens. Because
of this, MAbs have been considered particularly attractive as selective
carriers of diagnostic and therapeutic products. Recently, problems such
as low per cent maximum injected dose per gram of
5
<PAGE>
target tissue and slow clearance and nonuniform distribution within tumors
have led many to question the future of MAbs in radioimmunodiagnosis and
radioimmunotherapy. There is thus a need for new methods for directing
therapeutic molecules to tumors that do not rely upon strict structural
integrity of all MAb molecules used, and could insure delivery of
sufficient doses of radiotherapy to tumors without harming normal tissues.
The Company is presently developing such a system to target radiotherapy to
solid tumors. This system is comprised of sequential specific binding
pairs of reagents that are injected in such a manner that the binding
between functional groups is specific and the results are maximally
amplified.
Central Nervous System (Axogenesis Factor 1). Axogenesis Factor 1 (AF-1)
is a recently discovered nerve growth factor that has the unique
characteristic of being the only factor identified so far that promotes
axon outgrowth from central nervous system (CNS) cells (i.e. CNS
regeneration). This property is significant, since the zone of partial
injury surrounding the central necrotic zone of a stroke contains live but
damaged nerve cells that have lost their axons. AF-1 would therefore
potentially salvage these partially injured cells, resulting in some
recovery of function. The same phenomena occurs in brain injury and in
spinal cord trauma. The Company hopes that AF-1 could provide the first
truly "regenerative" treatment for these conditions. Since the discovery
of AF-1 over one year ago, AF-1 has been purified and amino acid
composition has been obtained. AF-1 is a peptide having 5 amino acids,
which could make it relatively simple to manufacture. Following amino acid
sequencing of AF-1, the Company believes that quantities sufficient for in
vitro and in vivo testing could be made without difficulty and at a
reasonable price. This material will then be tested in an animal model of
spinal cord injury and stroke. If the animal models are successful, then
reformulation to maximize crossing of the blood-brain barrier would have to
be done prior to filing of an IND. The Company believes that an IND could
be filed within three years, although there can be no assurance to that
effect.
Parkinson's Disease Therapy
The Company's interest in developing novel therapeutic agents for
Parkinson's Disease continues. However, based on recent insights into the
structure-function relationship of the D1 receptor-dopamine interaction,
the Company's emphasis has shifted toward the development of new molecules
that have been designed to mimic dopamine's action on the D1 receptor. The
Company has entertained inquiries from potential corporate partners, and
intends to pursue this R&D effort if a corporate partnership is secured,
although no agreements in principal with any such partner have been
reached. In fact, there can be no assurances that a corporate partner will
be secured or, if secured, that the partnership will be successful.
CAPITAL INVESTMENT SINCE JANUARY 1, 1996
Pursuant to Regulation D of the Act, in January and February 1996, the
Company sold pursuant to certain subscription agreements approximately 240
units (each, a "Unit") for net proceeds to the Company of approximately
$20.8 million. Each Unit consists of (i) 1,000 shares of Series A
Convertible Preferred Stock, stated value $100 per share (the "Preferred
Stock"), and (ii) warrants to purchase 25,000 shares of Common Stock at
$.6708 per share at any time over a ten-year period. The Preferred Stock
is initially convertible at any time at the option of the holder into
shares of the Company's Common Stock pursuant to a ratio of 175.3771 shares
of Common Stock for each share of Preferred Stock. This initial conversion
ratio is subject to adjustment in February 1997 (the "Adjustment Date") if
the fair market value on the Adjustment Date of the Company's Common Stock
issuable upon conversion of one share of the Preferred Stock is less than
$130.00.
Pursuant to Regulation D of the Act, in June 1996, the Company sold
pursuant to certain subscription agreements approximately 5,000,000 shares
of Common Stock for net proceeds to the Company of approximately $5
million, in part to respond to the recent discovery and desire to develop
C-Maf.
The proceeds from the Regulation D offers described above are expected to
be sufficient to fund the Company's current development programs at their
present levels of expenditure through 1997.
NAME CHANGE
The Company was incorporated in Delaware in 1972 under the name Greenwich
Pharmaceuticals Incorporated ("Greenwich") and, effective June 15, 1995
changed its name to Boston Life Sciences, Inc. Effective June 15, 1995,
Old BLSI merged with and into Greenwich. The Company's principal executive
offices are now located at 33 Newbury Street, Suite 300, Boston,
Massachusetts, and its telephone number at that location is (617) 425-0200.
6
<PAGE>
RISK FACTORS
In addition to the other information appearing elsewhere or incorporated by
reference in this Prospectus, prospective investors should consider the
following factors in evaluating the Company and its business before
purchasing any of the Securities offered hereby.
DEVELOPMENT STAGE
Each of old BLSI and Greenwich prior to the Merger had net operating losses
since their respective inceptions. Further, the Company has not generated
revenues to date from product sales. Currently, the Company is expected to
incur substantial additional operating losses for the foreseeable future.
The Company's ability to achieve profitability will depend, among other
things, on a combination of one or more of the following factors: the
Company's ability to obtain significant additional financing; the Company's
ability to obtain regulatory approvals for, and successfully complete the
development and commercialization of, its product candidates, preclinical
compounds and technologies; the time and cost of obtaining regulatory
approvals for its products; the Company's ability to protect its
proprietary rights, including its patent claims and the patent claims of
its licensors and collaborators; the Company's licensors' and
collaborators' ability to protect their patent claims; the Company's
ability to enter into agreements for product development and
commercialization; competing technological and market developments;
manufacturing costs associated with its products and product candidates;
and the costs of commercializing its products. There can be no assurance
that the Company will obtain required regulatory approvals, or successfully
develop, manufacture and market its products or that the Company will
achieve profitability.
EARLY STAGE OF BLSI'S PRODUCTS; NO MARKETING EXPERIENCE
None of the Company's product candidates, preclinical compounds and
technologies have been approved for marketing by FDA or FDA's international
equivalent. The evaluation, research and development of any of the
Company's product candidates, preclinical compounds or technologies
requires further extensive laboratory and clinical testing prior to
regulatory approval. There can be no assurance that any of the Company's
product development efforts will be successfully completed, that any
required regulatory approvals will be obtained, that any such product
candidates will be capable of being manufactured in commercial quantities
at reasonable cost or that any new products, if introduced, will achieve
market acceptance. Also, there can be no assurance that the Company will
not cease (i) all efforts to obtain approval of its technologies or (ii)
the research and development of any of its current compounds in preclinical
development.
In addition, BLSI has had no experience in marketing pharmaceutical
products. In order to achieve commercial success for any product
candidates, the Company will be required to either enter into arrangements
with third parties with respect to the marketing of the Company's products
or develop such marketing experience internally. There can be no assurance
that the Company will be able to enter into marketing agreements with
others on acceptable terms, if at all, or that it will successfully develop
such experience.
DEPENDENCE UPON HARVARD AND ITS AFFILIATES
BLSI currently conducts a substantial portion of its research and
development through Harvard and its Affiliates pursuant to sponsored
research agreements. Virtually all of BLSI's current technologies under
development were invented or discovered by researchers working for Harvard
and its Affiliates (the "BLSI Technologies"). A substantial portion of the
Company's business is thus dependent upon (i) the continuing research and
development performed by Harvard and its Affiliates pursuant to sponsored
research agreements with BLSI relating to BLSI's technologies, and (ii) the
licenses granted to BLSI with respect to the BLSI Technologies by, or the
licenses that it is seeking to acquire from, Harvard Medical School,
Harvard School of Public Health and The Children's Medical Center
Corporation. As a result of such dependence, the success of the Company
depends, in large part, upon its maintaining its sponsored research
agreements with Harvard and its Affiliates. There can be no assurances
that the Company will be successful in this regard or that Harvard and its
Affiliates will continue to provide access to their resources.
7
<PAGE>
There can be no assurance that any research performed by Harvard and its
Affiliates and sponsored by the Company will ever result in any proprietary
technology which is patentable by Harvard and its Affiliates or that any
issued patents will provide the Company with any competitive advantages or
will not be successfully challenged by any third parties. Moreover, the
Company will not own licenses to all of the Company's technologies. There
can be no assurance that the Company will be able to obtain any required
licenses or that any patent applications which are the subject of such
licenses will result in the issuance of any patents.
RELIANCE UPON FUTURE COLLABORATIONS; CERTAIN PRIOR RELATIONSHIPS
The Company expects its strategy for the development, clinical testing,
manufacturing and commercializing of its product candidates, preclinical
compounds and technologies will include entering into various
collaborations with corporate partners, joint venturers, licensors, sub-
licensees and others. There can be no assurance that the Company will be
able to negotiate any such collaborative arrangements on acceptable terms,
if at all, that such arrangements will be successful or that the Company
will realize any revenues pursuant to such arrangements. Even if the
Company is able to negotiate collaborative arrangements on acceptable
terms, there can be no assurance that such collaborations will be
completed, will be successful or that disputes will not arise with respect
to the ownership rights to any technology which may be developed pursuant
to such collaborations.
In the event that the Company enters into collaborative arrangements, the
amount and timing of resources which the other parties to such
collaborations devote to these activities will not necessarily be within
the control of the Company. There can be no assurance that such parties
will perform their obligations as expected. If any of the Company's
collaborators breaches or terminates its agreement with the Company or
otherwise fails to conduct its collaborative activities in a timely manner,
the development or commercialization of the product candidate or technology
subject to such collaboration agreement may be delayed, and the Company may
be required to undertake unforeseen additional responsibilities or to
devote unforeseen additional resources to such development or
commercialization, or such development or commercialization could be
terminated. The termination or cancellation of collaborative arrangements
could also adversely affect the Company's financial condition, intellectual
property position and operations.
In addition, the Company expects to rely on third parties to manufacture
its product candidates. There can be no assurance that the Company will be
able to contract with manufacturers that meet the Company's requirements
for quality, quantity and timeliness, or that the Company would be able to
find substitute manufacturers, if necessary. Such inability to contract
for manufacturing capabilities on acceptable terms may adversely affect the
Company's ability to conduct preclinical and clinical testing and may
result in delays in obtaining regulatory approvals, which also may
adversely affect the Company. In addition, the manufacture by the Company
of its products on a commercial scale will require significant start-up
expenses and expansion of facilities and personnel, and no assurance can be
given that the Company can develop such manufacturing capability or hire
and train qualified personnel.
To the extent that the Company is not able to establish collaborative
arrangements, it will face increased capital requirements to undertake
research and development activities at its own expense and may encounter
significant delays in introducing its products into certain markets or find
that the development, manufacture or sale of its products in such markets
is adversely affected by the absence of such collaborative arrangements.
UNCERTAINTY REGARDING PATENTS AND PROPRIETARY RIGHTS
Even though patent protection will be sought for proprietary technologies
either by the Company, its collaborators or the inventors or owners of such
technologies which are subject to licenses granted to the Company, the
patent application and issuance process can be expected to take several
years and may entail considerable expense without any assurance that any
patent will issue. The Company's ability to obtain protection for any of
its product candidates, preclinical compounds and technologies could be
delayed or adversely affected if the United States Patent and Trademark
Office (the "USPTO") requires clinical data demonstrating efficacy of
potential therapeutic agents. The failure to obtain patent protection on
the Company's product candidates, preclinical compounds and unpatented
technologies may have a material adverse effect on the Company's
competitive position and business prospects. Further, even if patents can
be obtained, there can be no assurance that any such patents will provide
the Company with any competitive advantage, that others will not
independently develop similar technologies or products or
8
<PAGE>
duplicate any technology developed by or on behalf of the Company or, if
patents are issued, design around the patented aspects of any technology or
products developed by or on behalf of the Company, or that any such patent
will not be successfully challenged by a third party. It is also possible
that patented technologies or products of the Company or its licensors or
collaborators may infringe on patents or other rights owned by others,
licenses to which may not be available to the Company. The Company may
have to alter its products or processes, pay licensing fees or cease
certain activities altogether because of patent rights of third parties,
thereby causing additional unexpected costs and delays to the Company.
Patent law relating to the scope of claims in the fields of healthcare and
biosciences is still evolving, and the Company's patent rights will be
subject to this uncertainty. The Company's patent rights on its products
therefore might conflict with the patent rights of others, whether existing
now or in the future. For the same reasons, the products of others could
infringe the patent rights of the Company. The defense and prosecution of
patent claims is both costly and time-consuming, even if the outcome is
favorable to the Company. The failure of any existing or future patents
owned by or licensed to the Company or its collaborators to provide the
Company protection against competitors, including without limitation
protection against a claim of patent infringement, could subject the
Company to significant liabilities to third parties, require disputed
rights to be licensed from third parties, require the Company to alter its
products or processes or require the Company to cease selling its products.
The Company relies on trade secrets and proprietary know-how, which it
seeks, and will continue to seek, to protect in part by confidentiality
agreements with their collaborators, employees and consultants. There can
be no assurance that these agreements will not be breached, that the
Company will have adequate remedies for any such breach or that the
Company's trade secrets will not otherwise become known or be independently
developed by competitors.
To the extent that consultants, key employees or other third parties apply
technological information independently developed by them or by others to
the Company's product candidates, preclinical compounds or technologies,
disputes may arise as to the proprietary rights to such information which
may not be resolved in favor of the Company. The Company's scientific
advisors and other consultants are each employed by, and may have
consulting agreements with, third parties and any inventions discovered by
such individuals are not likely to become property of the Company.
POTENTIAL NEED FOR ADDITIONAL KEY PERSONNEL
Should the Company determine to undertake the research and development of
any of the product candidates or preclinical compounds, such research and
development and the resultant preclinical and clinical testing of its
various product candidates and preclinical compounds, the governmental
approval process and the marketing of its product candidates may require
the addition of key management and scientific personnel, in addition to
those limited numbers of persons currently employed by the Company, in
areas such as research and development, preclinical testing, clinical
investigation, regulatory affairs, financial reporting, manufacturing and,
to the extent applicable, marketing and product sales. The failure of the
Company to attract, or to gain access to, such personnel could have a
material adverse effect on the Company's ability to develop such product
candidates, preclinical compounds and technologies. The Company will face
intense competition for such personnel from other companies, research and
academic institutions, government entities and other organizations. There
can be no assurance that the Company will be successful in hiring,
retaining or otherwise gaining access to the personnel required for such
activities.
POTENTIAL DIFFICULTY IN OBTAINING FDA AND OTHER GOVERNMENTAL APPROVALS
The Company's products and its manufacturing and research activities will
be subject to varying degrees of regulation by a number of government
authorities in the United States and other countries, including FDA
pursuant to the Federal Food, Drug and Cosmetic Act. FDA regulates
pharmaceutical products, including their manufacture and labeling. Prior
to marketing, any product developed by the Company must undergo an
extensive regulatory approval process, which includes preclinical and
clinical testing of such product to demonstrate its safety and efficacy.
This regulatory process can require many years and the expenditure of
substantial resources. Data obtained from preclinical and clinical trials
are subject to varying interpretations, which can delay, limit or prevent
FDA approval. See "Risk Factors -- Development Stage."
9
<PAGE>
None of the Company's product candidates, preclinical compounds and
technologies have been approved for marketing by FDA or FDA's international
equivalent. The Company cannot accurately predict all relevant regulatory
requirements or issues. Changes in existing laws, regulations, policies or
interpretations of prior events could prevent the Company or its licensees,
licensors or collaborators from, or could affect the timing of, achieving
compliance with regulatory requirements, including obtaining current and
future regulatory clearances, where necessary. Federal and state laws,
regulations and policies are always subject to change, with possible
retroactive effect, and depend heavily on administrative policies and
interpretations. There can be no assurance that any changes with respect
to Federal and state laws, regulations and policies, and, particularly,
with respect to FDA and other such regulatory bodies, will not have a
material adverse effect on the Company.
The process of obtaining FDA clearances can be time-consuming and
expensive, and there is no assurance that such clearances will be granted
or that the FDA review process will not involve delays that materially and
adversely affect the testing, marketing and sale of the Company's products.
Similar delays may be encountered in foreign countries. Moreover,
regulatory clearances for new products, even if granted, may include
significant limitations on the uses for which such products may be
marketed. In addition, even if regulatory approval is obtained, any
marketed product and its manufacturer are subject to continual review and
any discovery of previously unrecognized problems with a product or
manufacturer could result in suspension or limitation of approvals. There
can be no assurance that any clearances that are required, once obtained,
will not be withdrawn or that compliance with other regulatory requirements
can be maintained, to the degree that the Company may have already
complied.
LIMITED PUBLIC MARKET FOR COMMON STOCK; POSSIBLE VOLATILITY OF PRICES, NO
DIVIDENDS
Historically, the Common Stock has experienced low trading volumes. The
market price of the Common Stock also has been highly volatile and it may
continue to be highly volatile as has been the case with the securities of
other public biotechnology companies. Factors such as announcements by the
Company or its competitors concerning technological innovations, results of
clinical trials, new commercial products or procedures, proposed government
regulations and developments of disputes relating to patents or proprietary
rights may have a significant effect on the market price of the Company
securities. The securities markets have experienced volatility that
particularly effects prices of equity securities of biotechnology companies
and which often is unrelated to the performance of such companies. Thus,
changes in the market price of the Common Stock may bear no relation to the
Company's actual operations or financial results. The Company does not
expect to pay any dividends on its capital stock for the foreseeable
future.
OUTSTANDING OPTIONS AND WARRANTS
As of July 22, 1996, the Company had granted stock options and warrants to
purchase approximately 20.5 million shares of its Common Stock at exercise
prices ranging from $.01 - $1.10 per share. Many of these previously
granted options and warrants were issued at exercise prices below the
exercise price of the Warrants. To the extent that such previously issued
outstanding stock options and warrants are exercised, dilution to the
percentage interest of the Company's stockholders will occur. Moreover,
the terms upon which the Company would be able to obtain additional equity
capital may be affected adversely since the holders of such outstanding
options and warrants can be expected to exercise them at a time when the
Company would, in all likelihood, be able to obtain any needed capital on
terms more favorable to the Company than those provided in the outstanding
options and warrants.
TECHNOLOGICAL CHANGE AND COMPETITION
The Company operates in rapidly evolving fields. Competition from larger,
more experienced and better capitalized companies will be intense. There
can be no assurance that developments by others will not render the
Company's product candidates, preclinical compounds or technologies
obsolete or noncompetitive or that the Company will be able to keep pace
with any new technological developments. In addition, if the Company
commences sales of products, manufacturing efficiency and marketing
capabilities are likely to be significant competitive factors. The Company
has no sales force or marketing experience. In addition, many of the
Company's competitors and potential competitors have substantially greater
capital resources, manufacturing experience, research and development
staffs and production facilities than the Company. Many of these
competitors also may have
10
<PAGE>
significantly greater experience than the Company in undertaking
preclinical and clinical testing of new pharmaceutical products and
obtaining FDA and other regulatory approvals of products for use in health
care.
A substantial number of patents have been applied for by and issued to
other pharmaceutical and biotechnology companies, and other companies may
have filed applications for patents, may have been issued patents or may
have obtained additional patents and proprietary rights relating to
products or processes competitive with those of the Company. Patent
applications in the United States are maintained in secrecy until patents
based thereon issue, and since publication of discoveries in the scientific
or patent literature often lags behind actual discoveries, the Company
cannot be certain that it or any of its licensors or collaborators were the
first creator of inventions covered by pending patent applications or that
it or any of such licensors or collaborators were the first to file patent
applications for such inventions. Consequently, there can be no assurance
that existing patents of the Company or any patents that may be issued to
the Company or its licensors or collaborators in the future will provide
protection against competitive products or otherwise be commercially
valuable.
UNCERTAINTY OF PHARMACEUTICAL PRICING AND RELATED MATTERS; UNCERTAIN
AVAILABILITY OF HEALTH CARE REIMBURSEMENT
The Company's business may be materially adversely affected by the
continuing efforts of government and third-party payors to contain or
reduce the costs of health care through various means. For example, in
certain foreign markets, pricing or profitability of prescription
pharmaceuticals is subject to government control. In the United States,
there have been a number of federal and state proposals to implement
similar government control. Over the last two years, a number of bills
proposing comprehensive health care reform have been introduced in
Congress. In general, such proposals are designed to reform the health
care system to, among other things, (i) control or reduce public and
private spending on health care, (ii) provide for uniform health insurance
benefits packages and administrative efficiency in the health care system,
and (iii) provide universal access to health care within the next several
years. Some of the proposals introduced in Congress call for a pricing
regulatory oversight board (sometimes referred to as the Breakthrough Drug
Pricing Committee) which may have input and/or place caps or limitations on
pharmaceutical prices, and potential mandatory or voluntary pharmaceutical
product rebate policies. Such proposals, if adopted, could decrease the
price that the Company receives for any products it may sell in the future.
There can be no assurance that such initiatives or proposals, if adopted,
will not have an adverse effect upon the Company. In addition, there have
been a number of federal and state proposals to subject the pricing of
health care products and services to government control. It is uncertain
what legislative proposals will be adopted, if any, or what actions
federal, state or private payors for health care goods and services may
take in response to any health care reforms and no assurance can be given
that any such reforms will not have a material adverse effect on the
Company. To the extent that such proposals or reforms have a material
adverse effect on the business, financial condition and profitability of
other pharmaceutical companies that are prospective collaborators for
certain of the Company's product candidates, the Company's ability to
commercialize its product candidates may be adversely affected.
The Company's ability to commercialize pharmaceutical products may depend
in part on the extent to which reimbursement for the costs of such products
and related treatments will be available from government health
administration authorities, private health insurers and others.
Significant uncertainty exists as to the reimbursement status of newly
approved health care products, and third-party payors are increasingly
challenging the prices charged for medical products and services. There
can be no assurance that adequate third-party insurance coverage will be
available to patients to allow the Company to establish and maintain price
levels sufficient for realization of an appropriate return on its
investment in developing its product candidates. If adequate coverage and
reimbursement levels are not provided by government and third-party payors
for use of the Company's products, the market acceptance of these products
will be adversely affected. In addition, many health maintenance
organizations and other managed care companies are seeking to negotiate
substantial volume discounts for the sale of pharmaceutical products to
their members thereby reducing profit margins for manufacturers, and
competitive pressures are inducing many manufacturers to accept such
discount arrangements.
STATUS OF LITIGATION
Greenwich was served with five complaints during 1992, which complaints
were subsequently consolidated and granted class action status, alleging
violations of the Federal securities laws and common law. On April 12,
1995,
11
<PAGE>
the Court entered a Final Judgment and Order of Dismissal pursuant to Rule
23(e) of the Federal Rules of Civil Procedure approving the Class Action
Settlement and on April 25, 1995 the Court of Chancery of the State of
Delaware for New Castle County entered an Order and Final Judgment pursuant
to Rule 23.1 of the Rules of the Court of Chancery approving the Derivative
Action Settlement. During the 30-day period following such court orders,
appeals of the settlements are permitted. No appeals were accepted and the
orders approving the Class Action Settlement and the Derivative Action
Settlement are final.
POTENTIAL PRODUCT LIABILITY CLAIMS
The use of the Company's product candidates in clinical trials and the sale
of any resulting products may expose the Company to liability claims
resulting from the use of such candidates or products. These claims might
be made directly by consumers or by pharmaceutical companies or other
sellers of such products. While the Company currently has product
liability insurance, there can be no assurance that such insurance will be
sufficient to satisfy any liabilities that may arise for the Company.
Moreover, such coverage is becoming increasingly expensive and difficult to
obtain. The existing coverage will not be adequate as the Company's
product development activities progress. There can be no assurance that
adequate insurance coverage will be available to the Company in the future
at an acceptable cost, if at all. An inability to obtain sufficient
insurance coverage at an acceptable cost or otherwise to protect against
potential product liability claims could prevent or limit the
commercialization of any products by the Company. In addition, there can
be no assurance that any product liability claims will not materially and
adversely affect the business or financial condition of the Company.
12
<PAGE>
USE OF PROCEEDS
The net proceeds from the sale of the Securities will be received by the
Selling Stockholders. The Company will not receive any proceeds from the
sale of the Securities by the Selling Stockholders.
SELLING STOCKHOLDERS
The table below sets forth certain information regarding ownership of the
Company's Common Stock and Warrants by the Selling Stockholders on July 22,
1996 and the number of Securities to be sold by them under this Prospectus.
The Securities include 23,991.01 shares of Common Stock which were issued
or are issuable upon the conversion of outstanding Preferred Stock
owned by certain of the Selling Stockholders and 1,147,044 shares of Common
Stock which were issued or are issuable upon the exercise of Warrants owned
by the Selling Stockholders, which Preferred Stock and Warrants were
acquired by certain of the Selling Stockholders in one or more private
placements by the Company.
In recognition of the fact that investors may wish to be legally permitted
to sell their Securities when they deem appropriate, the Company has filed
with the Commission, under the Securities Act, a Registration Statement on
Form S-3, of which this Prospectus forms a part, with respect to the resale
of the Securities from time to time on the Nasdaq SmallCap Market or in
privately-negotiated transactions and has agreed to prepare and file such
amendments and supplements to the Registration Statement as may be
necessary to keep the Registration Statement effective until the Securities
are no longer required to be registered for the sale thereof by the Selling
Stockholders.
<TABLE>
<CAPTION>
Securities Owned Prior
to Offering (1)(2)
------------------------------------------------------------------------------------
Shares of
Shares of Common
Shares of Common Stock Warrants
Name of Selling Common Stock Number of Underlying Offered
Shareholder Stock Offered Hereby Warrants Warrants Hereby
- --------------- --------- -------------- --------- ---------- --------
<S> <C> <C> <C> <C> <C>
Los Angeles City 2,000,000 2,000,000 0 0 0
Employees' Retirement
System
Lindsay A. Rosenwald 3,125,546 1,173,474 2,256,161 2,256,161 167,278
Fiduciary Trust Co. Int'l 1,075,000 1,075,000 0 0 0
Michael Jesselson 750,000 750,000 0 0 0
Fiduciary Trust Global 675,000 675,000 0 0 0
Fund
Peter M. Kash 605,830 544,300 401,156 401,156 77,590
Allen Stahler 484,479 484,479 69,062 69,062 69,062
Nathan Low 200,763 200,763 272,549 272,549 0
John Gallager 178,022 178,022 219,780 219,780 0
Richard Stone 294,505 294,505 54,945 54,945 0
Wayne L. Rubin 289,263 289,263 78,077 78,077 41,234
Michael S. Weiss 280,603 280,603 232,397 232,397 40,000
Martin Kratchman 229,661 229,661 103,338 103,338 32,738
Strome Susskind 186,421 186,421 26,859 26,859 26,859
Pharos Fund Ltd 200,000 200,000 0 0 0
</TABLE>
<TABLE>
<CAPTION>
Securities Owned After Offering (3)
----------------------------------------------------------
Number of Percent of
Name of Selling Shares of Common Number of Percent of
Shareholder Common Stock Stock Warrants Warrants
- --------------- ------------- ---------- --------- ----------
<S> <C> <C> <C> <C>
Los Angeles City 0 * 0 *
Employees' Retirement
System
Lindsay A. Rosenwald 1,952,072 1.8% 2,088,883 22.2%
Fiduciary Trust Co. Int'l 0 * 0 *
Michael Jesselson 0 * 0 *
Fiduciary Trust Global 0 * 0 *
Fund
Peter M. Kash 61,530 * 323,566 2.1%
Allen Stahler 0 * 0 *
Nathan Low 0 * 0 *
John Gallager 0 * 0 *
Richard Stone 0 * 0 *
Wayne L. Rubin 0 * 36,843 *
Michael S. Weiss 0 * 192,397 1.8%
Martin Kratchman 0 * 70,600 *
Strome Susskind 0 * 0 *
Pharos Fund Ltd 0 * 0 *
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
Securities Owned Prior
to Offering (1)(2)
----------------------------------------------------------------------------------
Shares of
Name of Selling Shares of Common Stock
Shareholder Shares of Common Stock Number of Underlying Warrants
Common Stock Offered Hereby Warrants Warrants Offered Hereby
- --------------- -------------- -------------- ----------- ------------ --------------
<S> <C> <C> <C> <C> <C>
Kenmar Gems 174,500 174,500 24,875 24,875 24,875
Scott Katzmann 450,372 154,901 379,915 379,915 22,081
Mark Abeshouse 146,255 146,255 37,792 37,792 20,848
Timothy McInerney 217,974 132,190 186,305 186,305 18,843
Joseph Edelman 101,480 101,480 14,466 14,466 14,466
Bernard Gross 68,572 68,572 9,775 9,775 9,775
Jeffrey Levine 68,397 68,397 9,750 9,750 9,750
Karl Ruggeberg 54,016 54,016 7,700 7,700 7,700
Erinch Ozada 50,000 50,000 0 0 0
Preston Tsao 37,088 37,088 0 0 0
Joseph Rudick 38,563 24,552 19,805 19,805 3,500
GKN Securities 23,675 23,675 3,375 3,375 3,375
Joseph Merback 21,045 21,045 3,000 3,000 3,000
T.R. Ulie & Associates 13,153 13,153 1,875 1,875 1,875
Stephen McDermott 10,961 10,961 1,562 1,562 1,562
Alan Swerdloff 12,363 12,363 0 0 0
Ian K. Sugarman 9,645 9,645 3,375 3,375 1,375
Lauren S. Youner 8,660 8,660 4,234 4,234 1,234
Blair, Foster 5,261 5,261 750 750 750
HARE & Co. 921(3) 921(3) 0(3) 0(3) 0(3)
- -------------------------
</TABLE>
<TABLE>
<CAPTION>
Securities Owned
After Offering(3)
---------------------------------------------------
Number of
Name of Selling Shares of Percent of
Shareholder Common Common Number of Percent of
Stock Stock Warrants Warrants
- --------------- ---------- ---------- --------- ----------
<S> <C> <C> <C> <C>
Kenmar Gems 0 * 0 *
Scott Katzmann 295,471 * 357,834 3.8%
Mark Abeshouse 0 * 16,944 *
Timothy McInerney 85,784 * 167,462 1.8%
Joseph Edelman 0 * 0 *
Bernard Gross 0 * 0 *
Jeffrey Levine 0 * 0 *
Karl Ruggeberg 0 * 0 *
Erinch Ozada 0 * 0 *
Preston Tsao 0 * 0 *
Joseph Rudick 14,011 * 16,305 *
GKN Securities 0 * 0 *
Joseph Merback 0 * 0 *
T.R. Ulie & Associates 0 * 0 *
Stephen McDermott 0 * 0 *
Alan Swerdloff 0 * 0 *
Ian K. Sugarman 0 * 2,000 *
Lauren S. Youner 0 * 3,000 *
Blair, Foster 0 * 0 *
HARE & Co. 0 * 0 *
- ------------------------
</TABLE>
* Less than one percent.
(1) Assumes the conversion of all outstanding Preferred Stock and the
exercise of all outstanding Warrants owned by the Selling Stockholders.
(2) Based on shares of Common Stock outstanding as of July 22, 1996 and
includes 23,991.01 shares of Common Stock which were issued or are issuable
upon the conversion of outstanding Preferred Stock owned by certain of
the Selling Stockholders and 1,147,044 shares of Common Stock which were
issued or are issuable upon the exercise of outstanding Warrants owned by
certain of the Selling Stockholders.
(3) Assumes the sale of all of the securities registered pursuant to the
Company's Registration Statement on Form S-3 filed with the Commission on
May 10, 1996 (Registration No. 333-2730).
14
<PAGE>
PLAN OF DISTRIBUTION
The Securities offered hereby by the Selling Stockholders may be sold from
time to time by any such Selling Stockholder, or by pledgees, donees,
transferees or other successors in interest. Such sales may be made on one
or more exchanges or in the over-the-counter market (including the Nasdaq
SmallCap Market), or otherwise at prices and at terms then prevailing or at
prices related to the then-current market price, or in negotiated
transactions. The Securities may be sold by one or more of the following
methods, including, without limitation: (a) a block trade in which the
broker-dealer so engaged will attempt to sell the Securities as agent but
may position and resell a portion of the block as principal to facilitate
the transaction; (b) purchases by a broker or dealer as principal and
resale by such broker or dealer for its account pursuant to this
Prospectus; (c) ordinary brokerage transactions and transactions in which
the broker solicits purchasers; and (d) face-to-face transactions between
the Selling Stockholders and purchasers without a broker-dealer. In
effecting sales, brokers or dealers engaged by the Selling Stockholders may
arrange for other brokers or dealers to participate. Such brokers or
dealers may receive commissions or discounts from the Selling Stockholders
in amounts to be negotiated immediately prior to the sale. Such brokers or
dealers and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act, in connection with
such sales. In addition, any securities covered by this Prospectus that
qualify for sale pursuant to Rule 144 under the Securities Act might be
sold under Rule 144 rather than pursuant to this Prospectus.
Upon the Company being notified by any Selling Shareholder that a material
arrangement has been entered into with a broker or dealer for the sale of
shares through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, a supplemented
Prospectus will be filed, if required, pursuant to Rule 424(c) under the
Securities Act, disclosing (a) the name of each such broker-dealer, (b) the
number of shares involved, (c) the price at which such shares were sold,
(d) the commissions paid or discounts or concessions allowed to such
broker-dealer(s), which applicable, (e) that such broker-dealer(s) did not
conduct any investigation to verify the information set out or incorporated
by reference in this Prospectus, as supplemented, and (f) other facts
material to the transaction.
The Company is bearing all costs relating to the registration of Securities
(other than fees and expenses, if any, of counsel or other advisers to the
Selling Stockholders). Any commissions, discounts or other fees payable to
broker-dealers in connection with any sale of the Securities will be borne
by the Selling Stockholders selling such Securities.
The Company has agreed to indemnify the Selling Stockholders in certain
circumstances against certain liabilities, including liabilities arising
under the Securities Act. Each Selling Stockholder has agreed to indemnify
the Company, its directors and its officers who sign the Registration
Statement against certain liabilities, including liabilities arising under
the Securities Act.
15
<PAGE>
DESCRIPTION OF SECURITIES TO BE REGISTERED
Common Stock
The description of the Company's Common Stock is contained in the Company's
Registration Statement on Form 8-A filed under the Exchange Act, including
any amendment or reports filed for the purpose of updating such
description, and is incorporated herein by reference.
Warrants
Exercise Price and Terms
Each Warrant entitles the holder thereof to purchase one share of Common
Stock at an exercise price of $.6708. Warrants have been issued subject to
adjustment in accordance with the adjustment provisions referred to below.
The Warrants may be exercised upon surrender of the Warrant certificate on
or prior to February 28, 2006 (or, if redeemed prior thereto, the date
immediately preceding the redemption date) at the offices of Continental
Stock Transfer & Trust Company (the "Warrant Agent"), with the subscription
form on the reverse side of the Warrant certificate completed as indicated,
accompanied by payment of the full exercise price (by cashier's or
certified check payable to the order of the Warrant Agent, or by wire
transfer) for the number of Warrants being exercised. No fractional shares
will be issued upon exercise of the Warrants, and the Company will pay cash
in lieu of fractional shares. After February 28, 2006, Warrants will
become void and of no value.
Adjustments
The exercise price and the number of shares of Common Stock purchasable
upon the exercise of the Warrants are subject to adjustments upon the
occurrence of certain events, such as stock dividends or stock splits of
the Common Stock. Additionally, an adjustment would be made in the case of
the reclassification or exchange of the Common Stock, consolidation or
merger of the Company with or into another corporation or sale of all or
substantially all of the assets of the Company, in order to enable Warrant
holders to acquire the kind and number of shares of Common Stock that might
otherwise have been purchased upon the exercise of the Warrant. No
adjustment to the exercise price of the shares subject to the Warrants will
be made for dividends (other than dividends in the form of stock), if any,
paid on the Common Stock.
Redemption
The Warrants are subject to redemption by the Company at $.10 per share for
each share subject to each Warrant on 60 days prior written notice provided
that the closing bid quotation for the Common Stock as reported on the
Nasdaq SmallCap Market, or on such exchange on which the Common Stock is
then traded, exceeds 200% of the exercise price per share for 20
consecutive trading days ending three days prior to the date of redemption.
The Warrants are not redeemable on or prior to February 28, 2006.
16
<PAGE>
Warrant Holder Not a Stockholder
The Warrants do not confer upon holders thereof any voting or other rights
of a stockholder of the Company. The shares of Common Stock issuable upon
exercise of the Warrants in accordance with the terms thereof will be fully
paid and nonassessable.
Transfer and Warrant Agent
The Transfer and Warrant Agent for the Common Stock and the Warrants is
Continental Stock Transfer & Trust Company, 2 Broadway, New York, New York
10004.
LEGAL OPINION
The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Ballard Spahr Andrews & Ingersoll, Philadelphia,
Pennsylvania.
EXPERTS
The Consolidated Financial Statements of Greenwich and its subsidiary,
Greenwich Pharmaceuticals International Incorporated, as of December 31,
1994 and 1993 and for each of the three years in the period ended December
31, 1994 incorporated by reference in this Prospectus, have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and is included herein in reliance upon the
authority of said firm as experts in giving said reports. Reference is
made to said report which contains an explanatory paragraph relating to
Greenwich's ability to continue as a going concern as discussed in Note 1
to the consolidated financial statements incorporated herein. Arthur
Andersen LLP did not audit the financial statements of Greenwich for the
period from inception to December 31, 1988. Such statements are included
in from inception to December 31, 1994 totals. The statements of
operations, stockholders' equity and cash flows of Greenwich for the period
from inception (February 1969) to December 31, 1988 (not presented or
incorporated by reference separately herein) have been audited by Deloitte
& Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference and has been so incorporated in reliance
upon the report of such firm given upon their authority as experts in
accounting and auditing. Such report includes an explanatory paragraph
that states that the ultimate success of Greenwich's development program is
dependent upon future events, the outcome of which is currently
undeterminable, and is also dependent upon obtaining additional financing
adequate to fulfill its development activities and achieving a level of
revenues adequate to support Greenwich's cost structure.
The consolidated financial statements of the Company as of December 31,
1995 and 1994, for the three years ended December 31, 1995, and for the
period from inception (October 16, 1992) through December 31, 1995,
incorporated by reference in this Prospectus from the Annual Report on Form
10-K, as amended by Form 10-K/A, for the year ended December 31, 1995, have
been so included in reliance on the report of Price Waterhouse LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
17
<PAGE>
================================================================================
No dealer, salesperson or any other individual has been authorized to give
any information or to make any representations not contained in this Prospectus
in connection with the offer covered by this Prospectus. If given or made, such
information or representations must not be relied upon as having been authorized
by the Company or the Selling Stockholders. This Prospectus does not constitute
an offer to sell, or a solicitation of an offer to buy, any of these securities
in any jurisdiction where, or to any person whom, it is unlawful to make such
offer or solicitation. Neither the delivery of this Prospectus nor any offer or
sale made hereunder shall, under any circumstances, create any implication that
there has been no change in the affairs of the Company or that the information
contained herein is correct as of any time subsequent to the date hereof.
TABLE OF CONTENTS
-----------------
PAGE
----
Available Information
Incorporation of Certain
Documents by Reference
The Company
Risk Factors
Use of Proceeds
Selling Stockholders
Plan of Distribution
Description of Securities
to be Registered
Legal Opinion
Experts
______________________
===============================================================================
===============================================================================
10,826,170 Shares
BOSTON LIFE SCIENCES, INC.
Common Stock
Warrants
----------------
PROSPECTUS
----------------
July , 1996
===============================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses of the sale and
distribution of the securities being registered, all of which are being
borne by the Company.
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission filing fee............. $ 3,733.19
Printing expenses......................................... 10,000.00
Legal fees and expenses................................... 13,000.00
Miscellaneous............................................. -0-
Total................................................ $16,733.19
</TABLE>
All of the amounts shown are estimates except for the fee payable to the
Securities and Exchange Commission.
Item 15. Indemnification of Directors and Officers
The Delaware General Corporation Law authorizes the Company to grant
indemnities to directors and officers in terms sufficiently broad to permit
indemnification of such persons under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under the
Securities Act of 1933. In addition, the Company has obtained Directors'
and Officers' Liability Insurance, which insures its officers and directors
against certain liabilities such persons may incur in their capacities as
officers or directors of the Company.
Article 6 of the Company's Amended and Restated Certificate of
Incorporation provides as follows:
SIXTH: No director of the Corporation shall be personally liable to
the Corporation or any of its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i) for
any breach of the director's duty of loyalty to the Corporation or
its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law, as
the same exists or hereafter may be amended, or (iv) for any
transaction from which the director derived an improper personal
benefit. If the Delaware General Corporation Law hereafter is
amended to authorize the further elimination or limitation of the
liability of directors, then the liability of a director of the
Corporation, in addition to the limitation on personal liability
provided herein, shall be limited to the fullest extent permitted by
the amended Delaware General Corporation Law. Any repeal or
modification of this paragraph by the stockholders of the
Corporation shall be prospective only, and shall not adversely
affect any limitation on the personal liability of a director of the
Corporation existing at the time of such repeal or modification.
II-1
<PAGE>
Item 16. Exhibits
The following is a list of exhibits filed as part of this Registration
Statement.
Exhibit
Number Description
- ------ -----------
4.1 Specimen copy of stock certificate for shares of Common Stock of the
Registrant (filed as an exhibit to the Registrant's Registration
Statement on Form S-3 filed with the Securities and Exchange
Commission, Registration Number 33-25955).
4.2 Form of Warrant Certificate for Purchase of Common Stock (filed as an
exhibit to the Registrant's Registration Statement on Form S-3
filed with the Securities and Exchange Commission, Registration
Number 333-2730).
*5 Opinion of Ballard Spahr Andrews & Ingersoll regarding legality of
the Company's Common Stock being registered.
*23.1 Consent of Ballard Spahr Andrews & Ingersoll (included in its
opinion filed as Exhibit 5 hereto).
*23.2 Consent of Price Waterhouse LLP.
*23.3 Consent of Deloitte & Touche LLP.
*23.4 Consent of Arthur Andersen LLP.
*24 Powers of Attorney (included on signature pages to this Registration
Statement).
- ------------------------
* filed herewith
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in 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
II-2
<PAGE>
high end 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% 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 the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section
do not apply if the registration statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(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.
(4) If the registrant is a foreign private issuer, to file a post-
effective amendment to the registration statement to include any financial
statements required by (S) 210.3-19 of this chapter at the start of any
delayed offering or throughout a continuous offering. Financial statements
and information otherwise required by Section 10(a)(3) of the Act need not
be furnished, provided that the registrant includes in the prospectus, by
means of a post-effective amendment, financial statements required pursuant
to this paragraph (a)(4) and other information necessary to ensure that all
other information in the prospectus is at least as current as the date of
those financial statements. Notwithstanding the foregoing, with respect to
registration statements on Form F-3, a post-effective amendment need not be
filed to include financial statements and information required by section
10(a)(3) of the Act or (S) 210.3-19 of this chapter if such financial
statements and information are contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the Form F-3.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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
Securities and Exchange Commission such indemnification is against public
policy as expressed in the 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 Act and will be governed by the final
adjudication of such issue.
II-3
<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 July 26, 1996.
BOSTON LIFE SCIENCES, INC.
By: /s/ S. David Hillson
---------------------------------
S. David Hillson
President and Chief Executive
Officer
We, the undersigned directors and officers of Boston Life Sciences,
Inc., do hereby constitute and appoint each of S. David Hillson and Marc E.
Lanser, M.D., each with full power of substitution, our true and lawful
attorney-in-fact and agent to do any and all acts and things in our names
and in our behalf in our capacities stated below, which acts and things
either of them may deem necessary or advisable to enable Boston Life
Sciences, Inc. to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities and Exchange
Commission, in connection with this Registration Statement, including
specifically, but not limited to, power and authority to sign for any or
all of us in our names, in the capacities stated below, any and all
amendments (including post-effective amendments) hereto; and we do hereby
ratify and confirm all that they shall do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-3 has been signed by the following persons
in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ S. David Hillson President and Chief Executive July 26, 1996
- ---------------------------- Officer and Director (Principal
S. David Hillson Executive Officer)
/s/ Colin B. Bier Director July 26, 1996
- ----------------------------
Colin B. Bier, Ph.D.
/s/ Edson D. de Castro Director and Chairman July 26, 1996
- ----------------------------
Edson D. de Castro
/s/ Steve H. Kanzer Director and Secretary July 26, 1996
- ----------------------------
Steve H. Kanzer, Esq.
/s/ Marc E. Lanser Director, Executive Vice President July 26, 1996
- ---------------------------- and Chief Scientific Officer
Marc E. Lanser, M.D.
/s/ Ira W. Lieberman Director July 26, 1996
- ----------------------------
Ira W. Lieberman, Ph.D.
/s/ E. Christopher Palmer Director July 26, 1996
- ----------------------------
E. Christopher Palmer, CPA
II-4
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit
Sequential Sequential
Number Description Page Number
- ---------- ------------------------------------------------------- -----------
<C> <S> <C>
4.1 Specimen copy of stock certificate for shares of Stock -
of the Registrant (filed as an exhibit to the
Company's Registration Statement on Form S-3 filed
with the Securities and Exchange Commission,
Registration Number 33-25955).
4.2 Form of Warrant Certificate for Purchase of Common -
Stock (filed as an exhibit to the Registrant's
Registration Statement on Form S-3 filed with the
Securities and Exchange Commission, Registration
Number 333-2730).
5 Opinion of Ballard Spahr Andrews & Ingersoll regarding
legality of the Company's Common Stock being
registered.
23.1 Consent of Ballard Spahr Andrews & Ingersoll (included
in its opinion filed as Exhibit 5 hereto).
23.2 Consent of Price Waterhouse LLP.
23.3 Consent of Deloitte & Touche LLP.
23.4 Consent of Arthur Andersen LLP.
</TABLE>
II-5
<PAGE>
[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL APPEARS HERE]
EXHIBIT 5
July 26, 1996
Boston Life Sciences, Inc.
33 Newbury Street
Suite 300
Boston, MA 02116
Ladies and Gentlemen:
We have acted as your counsel in connection with the proposed sale of
common stock and warrants by certain Selling Stockholders named in the
Registration Statement on Form S-3 and filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended.
In this connection, we have examined and relied upon such corporate records
and other documents, instruments and certificates and have made such other
investigation as we deemed appropriate as the basis for the opinion set forth
below.
Based upon the foregoing, we are of the opinion that the shares of common
stock and warrants to be sold by the Selling Stockholders have been duly
authorized and, when duly executed, delivered and paid for, will be duly and
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Prospectus forming a part thereof.
Very truly yours,
<PAGE>
[LETTERHEAD OF PRICE WATERHOUSE LLP APPEARS HERE]
EXHIBIT 23.2
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
March 4, 1996, which appears on page FS-2 of Boston Life Sciences, Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1995. We also consent to
the reference to us under the heading "Experts" in such Prospectus.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Boston, Massachusetts
July 26, 1996
2
<PAGE>
[LETTERHEAD OF DELOITTE & TOUCHE LLP APPEARS HERE]
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Boston Life Sciences, Inc. on Form S-3 of the report of Deloitte & Touche LLP
dated January 31, 1989 with respect to the statements of operations,
stockholders' equity and cash flows of Greenwich Pharmaceuticals Incorporated
(the "Company") for the period of inception (February 1969) to December 31, 1988
appearing in the Annual Report on Form 10-K of Greenwich Pharmaceuticals
Incorporated for the year ended December 31, 1994, as amended by Form 10-K/A.
Such report contains an explanatory paragraph that states that the ultimate
success of the Company's development program is dependent upon future events,
the outcome of which is currently undeterminable, and is also dependent upon
obtaining additional financing adequate to fulfill the Company's development
activities and achieving a level of revenues adequate to support the Company's
cost structure. We also consent to the reference to us under the headings
"Experts" in such prospectus.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
July 26, 1996
3
<PAGE>
[LETTERHEAD OF ARTHUR ANDERSEN LLP APPEARS HERE]
EXHIBIT 23.4
Consent Of Independent Public Accountants
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation by
reference in the Boston Life Sciences, Inc. Form S-3 registration statement of
our report dated February 24, 1995 (except with respect to the matters discussed
in Note 12, as to which the date is June 15, 1995) included in the Greenwich
Pharmaceuticals Incorporated's Form 10-K, as amended, for the three years in the
period ended December 31, 1994 and to all references to our Firm included in
this registration.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Philadelphia, PA
July 26, 1996
4
