<PAGE>
Registration No. _________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
--------------------------------
Boston Life Sciences, Inc.
--------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 87-0277826
- -------------------------------- -------------------
(STATE OR OTHER JURISDICTION OF INCORPORATION (I.R.S. EMPLOYER
OR ORGANIZATION) IDENTIFICATION NO.)
31 Newbury Street, Suite 300
Boston, Massachusetts 02116
- ----------------------------------------------- -------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Boston Life Sciences, Inc.
Amended and Restated 1990 Non-Employee
Directors' Non-Qualified Stock
Option Plan
------------------------------
(FULL TITLE OF THE PLAN)
S. David Hillson
President and Chief Executive Officer
Boston Life Sciences, Inc.
31 Newbury Street, Suite 300
Boston, Massachusetts 02116
-----------------------------------------
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(617) 425-0200
-----------------------------
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
with copies to:
Raymond D. Agran, Esquire
Ballard Spahr Andrews & Ingersoll, LLP
1735 Market Street, 51st Floor
Philadelphia, Pennsylvania 19103-7599
(215) 665-8500
CALCULATION OF REGISTRATION FEE
-------------------------------
<TABLE>
<CAPTION>
Title of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Price Per Aggregate Offering Amount of
Registered(1) Registered Share(2) Price(2) Registration Fee
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 180,000 (2) $566,766 $158.00
value $.01 per shares
share
===================================================================================================================
</TABLE>
(1) Pursuant to Rule 416, this Registration Statement shall also cover any
additional shares of Common Stock which may become issuable under the
Amended and Restated 1990 Non-Employee Directors' Non-Qualified Stock
Option Plan by reason of any stock dividend, stock split, recapitalization
or other similar transaction effected without the receipt of consideration
which results in an increase in the number of the Company's outstanding
shares of Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee. In
accordance with Rules 457(c) and (h), the price shown is based upon (i)
176,171 shares offered pursuant to options outstanding exercisable at the
following prices: 26,171 shares at $2.16 per share, and 150,000 shares at
$3.25 per share; and (ii) 3,829 shares reserved for issuance upon exercise
of options to be granted in the future, the proposed offering price of
which has been determined based upon the average of the high and low prices
reported for the Common Stock on the Nasdaq SmallCap Market on June 3,
1999, $5.938.
<PAGE>
PART I - INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information required to be included in
Part I of this Registration Statement will be given or sent to all persons who
participate in the Boston Life Sciences, Inc. Amended and Restated 1990 Non-
Employee Directors' Non-Qualified Stock Option Plan (the "Plan"), as specified
by Rule 428.
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
------------------------------------------------
The following documents or portions of documents filed by the Company (File No.
0-06533) with the Commission are incorporated hereby by reference:
(i) Annual Report on Form 10-K, as amended by the Form 10-K/A, for the
fiscal year ended December 31, 1998.
(ii) Quarterly Report on Form 10-Q for the period ended March 31, 1999.
(iii) Current Reports on Form 8-K filed January 28, 1999, February 10,
1999, February 19, 1999 and March 23, 1999.
(iv) The description of certain of the Company's warrants to purchase
common stock and certain preferred stock purchase rights related to
the Company's Stockholder Rights Plan which are contained in the
Company's Registration Statements on Form 8-A filed under the Exchange
Act, including any amendment or reports filed for the purpose of
updating such descriptions.
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 into this Registration Statement 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 Registration Statement 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.
Item 4. DESCRIPTION OF SECURITIES.
-------------------------
GENERAL
<PAGE>
Boston Life Sciences is authorized to issue 25,000,000 shares of
Common stock and 1,000,000 shares of preferred stock, each with a par value $.0l
per share. Under its certificate of incorporation, its Board of Directors is
authorized, without stockholder approval, to issue such preferred stock into
series with such voting rights, designations, preferences, limitations and
special rights as may be designated by the Board of Directors from time to time.
Shares of our common stock are being registered under this
registration statement. The following is a summary description of our
outstanding common stock and is qualified in its entirety by reference to our
certificate of incorporation and bylaws, which are exhibits to or incorporated
by reference in the registration statement of which this prospectus is a part.
COMMON STOCK
Subject to the rights and preferences of our preferred stock, holders
of shares of the common stock are entitled to receive dividends, as and to the
extent dividends may be declared by our Board of Directors, out of funds legally
available therefor. In the event of a liquidation, dissolution or winding up of
Boston Life Sciences, holders of shares of the common stock are entitled to
share ratably in all assets remaining after payment of liabilities and
preferences to holders of preferred stock. Holders of shares of common stock are
entitled to one vote per share on all matters on which stockholders are entitled
to vote. The holders of a majority of the outstanding shares of common stock
entitled to vote constitutes a quorum for taking action by the stockholders.
Except for matters where a higher vote is required by law, the affirmative vote
of the holders of shares of common stock present or represented and entitled to
vote is required to take any such action. Holders of shares of the common stock
have no preemptive, conversion or other subscription rights. There are no
redemption, sinking fund or call provisions applicable to the common stock.
The holders of the common stock have rights under a stockholder rights
plan which has been adopted by the Board of Directors. Under the rights plan,
the holders of common stock received one right (the "right") to purchase a
fractional share of a new class of preferred stock for each share of common
stock owned by such holder. If a person or a group acquires fifteen percent or
more of the outstanding shares of the common stock, the rights may separate from
the shares of common stock and become exercisable. Once the rights are
exercised, the rights plan may allow holders of the rights (other than the
person or group acquiring fifteen percent of the common stock) to purchase
common stock at a substantial discount. The rights will expire in September 2001
unless exercised by the holders or redeemed or exchanged by us. The rights plan
could make it more difficult, and therefore discourage attempts, to acquire
control of Boston Life Sciences. This description of the rights plan is
qualified by reference to the registration statement on Form 8-A relating to the
rights plan, which is incorporated herein by reference and made a part hereof.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
Not applicable.
2
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
The Company has adopted the provisions of Section 102(b)(7) of the
Delaware General Corporation Law (the "DGCL") which eliminate or limit the
personal liability of a director to the Company or its stockholders for monetary
damages for breach of fiduciary duty under certain circumstances. Furthermore,
under Section 145 of the DGCL, the Company shall indemnify each of its directors
and officers against expenses (including reasonable costs, disbursements, and
counsel fees) in connection with any proceeding involving such person by reason
of having been an officer or director of the Company. The DGCL 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.
3
<PAGE>
Article VI of the Company's Amended and Restated By-Laws provides in
relevant part as follows:
SECTION 1. The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalents, shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding,
had reasonable cause to believe that his conduct was unlawful.
SECTION 2. The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or
was a director, officer, employee or agent of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation except that no
indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery
or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------
Not applicable.
4
<PAGE>
ITEM 8. EXHIBITS.
---------
Exhibit
Sequential
Number Description
- ------------- -----------
4 Specimen copy of Stock Certificate for shares of Common Stock of
the Registrant (filed as an exhibit to the Company's
Registration Statement on Form S-3 filed with the Security and
Exchange Commission, Registration Number 33-25955)
5 Opinion of Ballard Spahr Andrews & Ingersoll, LLP
23.1 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in
its opinion filed as Exhibit 5 hereto).
23.2 Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney (included on signature page).
99 Boston Life Sciences, Inc. Amended and Restated 1990
Non-Employee Directors' Non-Qualified Stock Option Plan.
ITEM 9. 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 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;
5
<PAGE>
Provided, however, that paragraphs (1)(i) and (1)(ii) above 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.
B. Filings Incorporating Subsequent Exchange Act Documents by Reference
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
C. Request for Acceleration of Effective Date or Filing of Registration
Statement or Form S-8
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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly
6
<PAGE>
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 4, 1999.
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 Joseph P. Hernon,
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.
7
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement on Form S-8 has been signed by the following persons in the capacities
and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- ------------------------------------ ---------------------------------- --------------
<S> <C> <C>
/s/ S. David Hillson President and Chief Executive June 4, 1999
- ------------------------------------ Officer and Director (Principal
S. David Hillson Executive Officer)
/s/ Joseph P. Hernon Executive Vice President, June 4, 1999
- ------------------------------------ Chief Financial Officer and
Joseph P. Hernon Secretary (Principal Financial
Officer and Principal Accounting
Officer)
/s/ Colin B. Bier Director June 4, 1999
- ------------------------------------
Colin B. Bier, Ph.D.
/s/ Edson D. De Castro Director and Chairman June 4, 1999
- ------------------------------------
Edson D. de Castro
/s/ Adrian M. Gerber Director June 4, 1999
- ------------------------------------
Adrian M. Gerber
/s/ Marc E. Lanser Director, Executive Vice President June 4, 1999
- ------------------------------------ and Chief Scientific Officer
Marc E. Lanser, M.D.
/s/ Ira W. Lieberman Director June 4, 1999
- ------------------------------------
Ira W. Lieberman, Ph.D.
/s/ E. Christopher Palmer Director June 4, 1999
- ------------------------------------
E. Christopher Palmer, CPA
</TABLE>
8
<PAGE>
EXHIBIT INDEX
Number Exhibit
- ------ -------
4 Specimen copy of Stock Certificate for shares of Common Stock of the
Registrant (filed as an exhibit to the Company's Registration Statement
on Form S-3 filed with the Security and Exchange Commission,
Registration Number 33-25955)
5 Opinion of Ballard Spahr Andrews & Ingersoll, LLP.
23.1 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in its
opinion filed as Exhibit 5 hereto).
23.2 Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney (included on signature page).
99 Boston Life Sciences, Inc. Amended and Restated 1990 Non-Employee
Directors' Non-Qualified Stock Option Plan.
<PAGE>
EXHIBIT 5
[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP
APPEARS HERE]
June 4, 1999
Boston Life Sciences, Inc.
31 Newbury Street
Suite 300
Boston, Massachusetts 02116
Re: BOSTON LIFE SCIENCES, INC. AMENDED AND RESTATED 1990 NON-EMPLOYEE
DIRECTORS' NON-QUALIFIED STOCK OPTION PLAN (THE "PLAN")
REGISTRATION STATEMENT ON FORM S-8
_________________________________________________________________
Gentlemen:
We have acted as counsel to Boston Life Sciences, Inc. (the "Company")
in connection with the registration under the Securities Act of 1933, as
amended, of 180,000 shares of common stock of the Company, par value $.01 per
share (the "Shares"), issuable under the Plan.
The opinion expressed below is based on the assumption that the
Registration Statement on Form S-8 with respect to the Shares issuable upon the
exercise of the options granted under the Plan will have been filed by the
Company with the Securities and Exchange Commission before any of the Shares are
issued and that the persons acquiring the Shares will receive a prospectus
containing all of the information required by Part I of Form S-8 before
acquiring such Shares.
In rendering our opinion, we have reviewed the Plan and such
certificates, documents, corporate records and other instruments as in our
judgment are necessary or appropriate to enable us to render the opinion
expressed below. In giving this opinion, we are assuming the authenticity of
all instruments presented to us as originals, the conformity with the originals
of all instruments presented to us as copies and the genuineness of all
signatures.
<PAGE>
Boston Life Sciences, Inc.
June 4, 1999
Page Two
Based upon the foregoing, we are of the opinion that the Shares, when
issued in accordance with the terms of the Plan, will be legally issued, fully
paid and non-assessable.
This opinion is limited to the matters expressly stated herein. No
implied opinion may be inferred to extend this opinion beyond the matters
expressly stated herein. We do not undertake to advise you or anyone else of
any changes in the opinions expressed herein resulting from changes in law,
changes in facts or any other matters that hereafter might occur or be brought
to our attention.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll, LLP
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this registration
statement of Boston Life Sciences, Inc. (the "Company") on Form S-8 for 180,000
shares of common stock for the Amended and Restated 1990 Non-Employee Directors'
Non-Qualified Stock Option Plan of our report dated March 11, 1999, relating to
the consolidated financial statements of the Company, which appears in the
Company's Annual Report on Form 10-K/A for the year ended December 31, 1998.
PricewaterhouseCoopers LLP
Boston, Massachusetts
June 4, 1999
<PAGE>
EXHIBIT 99
BOSTON LIFE SCIENCES, INC. AMENDED AND RESTATED
1990 NON-EMPLOYEE DIRECTORS' NON-QUALIFIED STOCK OPTION PLAN
1. Objectives
----------
The objectives of the Boston Life Sciences, Inc. Amended and Restated
1990 Non-Employee Directors' Non-Qualified Stock Option Plan (as amended from
time to time, the "Plan") are to assist Boston Life Sciences, Inc. (the
"Company") in attracting and retaining experienced and knowledgeable independent
Directors, to further promote the identification of such Directors' interests
with those of the Company's stockholders, and to attract and retain experienced
and knowledgeable employees, independent contractors and consultants. The
Boston Life Sciences, Inc. Amended and Restated 1990 Non-Employee Directors'
Non-Qualified Stock Option Plan is hereby amended and restated for a second
time.
2. Maximum Number of Shares to be Optioned and Adjustments in
----------------------------------------------------------
Optioned Shares
---------------
The maximum number of shares of common stock, par value $.01 per share
(the "Common Stock"), of the Company which may be issued hereunder is 450,000
(the "Shares"). Notwithstanding any other provisions of the Plan to the
contrary, the number of Shares subject to option, the number of Shares
previously optioned and not theretofore delivered and the option price per Share
shall be adjusted if the number of outstanding Shares of the Company is
increased or reduced by split-up, reclassification, stock dividend or the like.
3. Administration and Interpretation
---------------------------------
The Plan shall be administered by a committee (the "Committee")
appointed by the Board of Directors of the Company (the "Board"). Subject to
the express provisions of the Plan, the Committee may make such rules and
establish such procedures as it deems appropriate for the administration of the
Plan. In the event of any disagreement as to the interpretation of the Plan or
any rule or procedure thereunder, the decision of the Committee shall be final
and binding upon all persons in interest.
4. Annual Grant of Options
-----------------------
Each member (a "Director") of the Board who is not an employee of the
Company and who has not been an employee of the Company for a period of at least
one year prior to the date of grant of an option under the Plan (a "Non-Employee
Director") shall automatically be granted an option on the thirteenth trading
day after the date of the annual meeting of stockholders of the Company
<PAGE>
("Retainer Grant Date") to purchase such number of Shares equal to the lesser of
(a) 2,500 Shares and (b) the quotient of the annual retainer for service as a
Non-Employee Director of the Company and 80% of the average of the fair market
value of a Share Of Common Stock on the ten trading days following the third
trading day after the date of such annual meeting of stockholders of the Company
(such average a "Ten Day Average-Value"). If the number of Shares calculated
pursuant to clause (b) of the immediately preceding sentence exceeds 2,500, each
Non-Employee Director entitled to receive Shares under this paragraph of Section
4 will automatically receive on the Retainer Grant Date a cash payment equal to
the annual retainer minus the product of 2,500 and 80% of the Ten Day Average
Value. The "fair market value" of Shares shall be determined to be the closing
price per Share on the principal national securities exchange on which the Share
is listed or admitted to trading, or, if not listed or traded on any such
exchange, on the Nasdaq National Market, or if not listed or traded on any such
exchange or system, the average of the bid and asked price per Share on Nasdaq
or, if such quotations are not available, the fair market value of a Share as
determined in good faith by the Committee, which determination shall be
conclusive.
Each person who is newly elected or appointed a Non-Employee Director
after the Company's annual meeting of stockholders held in 1995, shall
automatically, on the thirteenth trading day after the date of such election or
appointment (the "Mid-Year Grant Date"), be granted options to purchase such
number of Shares equal to the lesser of (a) 2,500 Shares and (b) the quotient of
(i) the product of (x) the annual retainer for service as a Director of the
Company and (y) a fraction (the "Fraction"), the numerator of which is the
number of whole months from the date of such election or appointment as a Non-
Employee Director until the date of the next annual meeting of stockholders and
the denominator of which is 12 (such product hereinafter known as the "Mid-Year
Retainer Amount") and (ii) 80% of the average of the fair market value of a
Share on the ten trading days following the third trading day after the date of
such election or appointment (such average a "Mid-Year Ten Day Average Value").
If the number of Shares calculated pursuant to clause (b) of the immediately
preceding sentence exceeds 2,500, each Non-Employee Director entitled to receive
Shares under this paragraph of Section 4 will automatically receive on the Mid-
Year Grant Date a cash payment equal to the Mid-Year Retainer Amount minus the
product of 2,500 and 80% of the Mid-Year Ten Day Average Value.
5 Grants to New Non-Employee Directors
------------------------------------
Each Non-Employee Director who, after the Company's annual meeting of
stockholders held in 1994, is elected or appointed to the Board for the first
time, and who was not immediately prior to such date serving on the Board of
Directors of Boston Life Sciences, Inc., will, at the time such director is
elected or appointed and duly qualified, be granted automatically (the
"Automatic Grant Date") an option to purchase 7,500 Shares.
<PAGE>
6 Grants to Employees, Consultants, and Independent Contractors
-------------------------------------------------------------
The Board may, in its discretion grant stock options under the Director
Plan to any employee, independent contractor or consultant of the Company (each,
an "Employee") or to any Non-Employee Director, and such options will have the
terms and conditions set by the Board at the time the option is granted.
7 Option Terms
------------
Subject to the limitations prescribed in Sections 4 and 5 above, the
options granted under the Plan shall be on the terms stated in subsections 7(a)
through (g) below.
(a) The option exercise price per share for options granted pursuant
to Section 4 of this Plan shall be 20% of the Ten Day Average Value or Mid-Year
Ten Day Average Value per Share, as appropriate. The option exercise price per
share for options granted pursuant to Section 5 of this Plan shall be 100% of
the fair market value of a share of Common Stock on the Automatic Grant Date.
(b) Subject to the provisions herein regarding expiration or
termination of options, an option granted pursuant to Section 4 of the Plan
shall become exercisable as to 75% of the Shares subject thereto six months
after the Retainer Grant Date or Mid-Year Grant Date of the option, as
appropriate, and shall become exercisable as to 100% of the Shares subject
thereto on the later of six months after the Retainer Grant Date or Mid-Year
Grant Date, as appropriate, and December 31 of the year in which the option is
granted. Subject to the provisions herein regarding expiration or termination
of options, an option granted pursuant to Section 5 of the Plan shall be
exercisable as to 20% of the Shares subject thereto on the Automatic Grant Date
of the option, and shall become exercisable as to an additional 20% of the
Shares subject thereto each of the first, second, third and fourth anniversaries
of such Automatic Grant Date. No partial exercise of the option may be for less
than 10 full Shares, unless the number of shares so purchased constitutes the
total number of shares then purchasable under such option. In no event shall
the Company be required to issue fractional Shares.
(c) Notwithstanding any other provisions of the Plan to the contrary,
no option shall be granted later than ten years after the date the Plan is
adopted by the Board.
(d) The option price shall be payable in cash, services rendered,
personal property (including Shares having a fair market value equal to the
option price), real property, leases of real property or any combination
thereof.
(e) The option shall not be transferable otherwise than by will or the
laws of descent and distribution and shall be exercisable, during the optionee's
lifetime, only by such optionee or the optionees Representative (as hereinafter
defined).
(f) The option shall expire ten years after the date of grant, unless
an earlier date is fixed by operation of Section 8 hereof.
(g) Change in Control
-----------------
Notwithstanding any other provision of the Plan to the contrary, if,
while any options remain outstanding under the Plan, a "Change in Control" of
the Company (as defined in this Section 7(g)) shall occur, all options granted
under the Plan that are outstanding at the time of such Change in Control shall
become immediately exercisable in full, without regard to the years that have
elapsed from the date of grant.
<PAGE>
For purposes of this Section 7(g), a Change in Control of the Company
shall occur upon the happening of the earliest to occur of the following:
(i) any "person," as such term is used in Sections 13(d)
and 14(d) of the Exchange Act (other than (1) the Company, (2) any trustee or
other fiduciary holding securities under an employee benefit plan of Company, or
(3) any corporation owned, directly or indirectly, by the stockholders of the
Company in substantially the same proportions as their ownership of Stock (each
an "excluded person"), is or becomes the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities of the
Company (not including in the securities beneficially owned by such person any
securities acquired directly from the Company or its affiliates) representing
30% or more of the combined voting power of the Company's then outstanding
voting securities;
(ii) during any period of not more than two consecutive
years, individuals who at the beginning of such period constitute the Board, and
any new director (other than a director designated by a person who has entered
into an agreement with the Company to effect a transaction described in clause
(i), (iii), or (iv) of this paragraph (g)) whose election by the Board or
nomination for election by the Company's stockholders was approved by a vote of
at least two-thirds (2/3) of the directors then still in office who either were
directors at the beginning of the period or whose election or nomination for
election was previously so approved (other than approval given in connection
with an actual or threatened proxy or election contest), cease for any reason to
constitute at least a majority of the Board;
(iii) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than (A) a merger
or consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving or parent entity) 50% or more of the combined voting power of the
voting securities of the Company or such surviving or parent entity outstanding
immediately after such merger or consolidation, (B) a merger or consolidation
effected to implement a recapitalization of the Company (or similar transaction)
in which no "person" (as hereinabove defined) acquired 30% or more of the
combined voting power of the Company's then outstanding securities or (C) the
transaction contemplated by the Merger Agreement (as defined below); or
(iv) the stockholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all of the Company's assets (or any
transaction having a similar effect).
8 Exercise Rights upon Ceasing to be a Director, Employee,
--------------------------------------------------------
Independent Contractor or Consultant
- ------------------------------------
(a) In the event that a Director, employee, independent contractor or
consultant ceases to serve as a Director, employee, independent contractor or
consultant of the Company and its subsidiaries due to death or Disability (as
hereinafter defined), such optionee's options may be exercised at any time
within 12 months following such optionee's death or Disability (subject to the
limitations prescribed in Sections 4 or 5, as appropriate, and subsection 7(f)
above) by the optionee, the optionee's legal representative or the person or
persons to whom the optionee's rights under the options shall pass by will or by
the laws of descent or distribution (each a "Representative"), but only to the
extent that the optionee's options were exercisable on the date of such
optionee's death or Disability.
(b) If an optionee ceases to be a Director, employee, independent
contractor or consultant of the Company as the result of a termination without
cause (other than due to death or Disability), his options will
<PAGE>
continue to vest for a period of one year pursuant to the vesting schedule
established at the time the option was granted, and (A) any options held by such
optionee that were exercisable on the date of such termination may be exercised
by the optionee until the later of: i) one year following the date of such
termination, or ii) one year from the date any option vests in the twelve month
period following such termination, and (B) any options held by such optionee
that vested during the 12-month period following the date of termination may be
exercised by the optionee for a period of one year following the date of such
vesting (subject to the limitations prescribed in Sections 4 or 5, as
appropriate, and subsection 7(f) above).
(c) If an optionee ceases to be an employee, independent contractor,
consultant or director of the Company as the result of a voluntary resignation
(other than due to death or disability), his options will continue to vest for a
period of one year pursuant to the vesting schedule established at the time the
option was granted, provided that the optionee has been an employee, independent
contractor, consultant or director of the Company for at least three years and
has signed a non-compete agreement with the Company (such agreement to include
biotechnology companies, academic and/or research organizations encompassing
biotechnology, and venture capital companies in the biotechnology sector), and
(A) any options held by such optionee that were exercisable on the date of such
resignation may be exercised by the optionee until the later of: i) one year
following the date of such resignation, or ii) one year from the date any option
vests in the twelve month period following such resignation, and (B) any options
held by such optionee that vested during the 12-month period following the date
of resignation may be exercised by the optionee for a period of one year
following the date of such vesting (subject to the limitations prescribed in
Sections 4 or 5, as appropriate, and subsection 7(f) above).
provided, that, if the optionee dies within such one-year period following
- -------- ----
termination of employment or other relationship, the option (to the extent
exercisable at the time of death) shall be exercisable by the optionee's
Beneficiary for a period of one (1) year following the optionee's death (but in
no event after the expiration date of the option), and shall thereafter
terminate.
The provisions of this paragraph 8 shall not apply to options held by
any person who was a Non-Employee Director of the Company prior to the Effective
Date of the Merger (as those terms are defined in the Agreement of Merger by and
between Greenwich Pharmaceuticals Incorporated and Boston Life Sciences, Inc.,
dated August 8, 1994 (the "Merger Agreement")) and who resigns as such director
of the Company immediately after such Effective Date. Any options issued to the
persons identified in the immediately preceding sentence and that remain
outstanding as of the Effective Date will remain outstanding for the remainder
of their respective terms not to exceed ten years from the date of grant. The
term "Disability" shall mean the inability, due to illness or injury, to engage
in any gainful occupation for which the individual is suited by education,
training or experience, which condition continues for at least six months.
9 Exercise and Additional Requirements
------------------------------------
Any optionee or Representative exercising an option may exercise the
option (to the extent exercisable as of such date) by delivery to the Company of
(a) written notice of exercise of the option as to a specified number of Shares;
and (b) payment of the option exercise price for such Shares.
Upon the exercise of an option granted hereunder the Board may require
the optionee or Representative, as the case may be, exercising the option to
deliver the following:
(a) A written statement that the optionee or Representative, as the
case may be, is purchasing the Shares for investment and not with a view toward
their distribution or sale and will not sell or transfer
<PAGE>
any Shares received upon the exercise of the option except in accordance with
the Securities Act of 1933, as amended, and applicable state securities laws;
(b) Evidence reasonably satisfactory to the Company that, at the time
of exercise, the optionee or Representative, as the case may be, meets such
other requirements as the Board of Directors may determine;
(c) Evidence reasonably satisfactory to the Company that, at the time
of exercise, the exercise of the option by the optionee or Representative, as
the case may be, and the delivery of Shares by the Company comply with all
applicable federal and state securities laws; and
(d) Evidence reasonably satisfactory to the Company that, at the time
of exercise of the option by the optionee, such optionee has complied with the
requirements of all applicable federal, state and local income tax withholding
laws.
10 Common Stock Subject to 0ption
------------------------------
The Shares issuable upon exercise of options granted hereunder may be
unissued shares of treasury shares, including shares bought on the open market.
The Company at all times during the term of the Plan shall reserve for issuance
the number of Shares issuable upon exercise of options granted hereunder.
11 Compliance with Governmental and Other Regulations.
--------------------------------------------------
The Company will not be obligated to issue and sell the Shares issued
pursuant to options granted hereunder if, in the opinion of its counsel, such
issuance and sale would violate any applicable federal or state securities laws.
The Company will seek to obtain from each regulatory commission or agency having
jurisdiction such authority as may be required to issue and sell Shares issuable
upon exercise of any option granted hereunder. Inability of the Company to
obtain from any such regulatory commission or agency authority which counsel to
the Company deems necessary for the lawful issuance and sale of Shares upon
exercise of an option granted hereunder shall relieve the Company from any
liability for failure to issue and sell such Shares until the time when such
authority is obtained or is obtainable.
12 Nonassignment of Options
------------------------
Except as otherwise provided in subsection 7(e) hereof, any option
granted hereunder and the rights and privileges conferred hereby shall not be
transferred, assigned, pledged or hypothecated in any way (whether by operation
of law or otherwise) and shall not be subject to execution, attachment or
similar process. Upon any attempt to transfer, assign, pledge, hypothecate or
otherwise dispose of such option, right or privilege contrary to the provisions
hereof, or upon the levy of any attachment or similar process upon the rights
and privileges conferred hereby, such option and the rights and privilege
conferred hereby shall immediately terminate.
13 Rights of Optionee in Stock
---------------------------
Neither any optionee nor the Representative, heirs, legatees or
distributees of any optionee, shall be deemed to be the holder of, or to have
any of the rights of a holder with respect to any Shares issuable upon exercise
of an option granted hereunder unless and until such Shares are issued to such
optionee or Representative, as the case may be, and a certificate has been
issued therefor.
<PAGE>
14 Delivery of Shares Issued Pursuant to Option
--------------------------------------------
Subject to the other terms and conditions of the Plan, upon the
exercise of an option granted hereunder, the Company shall sell and deliver to
the optionee or Representative, as the case may be, the Shares with respect to
which the option has been exercised.
15 Withholding of Applicable Taxes
-------------------------------
The Company shall have the right to reduce the number of Shares
otherwise required to be issued upon exercise of an option granted hereunder by
an amount equal to all federal, state, city or other taxes as shall be required
to be withheld by the Company pursuant to any statute or other governmental
regulation or ruling divided by the fair market value per Share on the date of
such exercise (or such other date as may be required under applicable law). In
connection with such withholding, the Company may make any such arrangements as
are consistent with the Plan as it may deem appropriate.
16 Plan and Options Not to Affect Directorship
-------------------------------------------
Neither the Plan nor any option granted hereunder shall confer upon any
individual any right to continue as a Director of the Company.
17 Amendment of Plan
-----------------
The Board may make any amendments to the Plan which it deems necessary
or advisable, provided that the Board may seek stockholder approval of an
amendment if it is determined to be required by or advisable under regulations
of the Securities and Exchange Commission or the Internal Revenue Service, the
rules of any stock exchange or system on which the Company's capital stock is
listed or other applicable law or regulation.
18 Notices
-------
Any notice required or permitted hereunder shall be in writing and
shall be sufficiently given only (i) if personally delivered, (ii) if sent by
telex or facsimile, provided that "answer back" confirmation is received by
sender or (iii) upon receipt, if sent by registered or certified mail, postage
prepaid, addressed to the Company, c/o Boston Life Sciences, Inc., 31 Newbury
Street, Suite 300, Boston, Massachusetts 02116 and to the optionee at the
address on file with the Company at the time of grant hereunder, or to such
other address as either party may hereafter designate in writing by notice
similarly given by one party to the other.
19 Successors
----------
The Plan shall be binding upon and inure to the benefit of any
successor or successors of the Company.
20 Severability
------------
If any part of the Plan shall be determined to be invalid or void in
any respect, such determination shall not affect, impair, invalidate or nullify
the remaining provisions of the Plan which shall continue in full force and
effect.
21 Governing Law
-------------
<PAGE>
The Plan and all determinations made and actions taken pursuant hereto
shall be governed by the laws of the State of Delaware without giving effect to
the conflict of laws principles thereof.
22 Termination of the Plan
-----------------------
The Board may terminate the Plan at any time; otherwise the Plan shall
terminate on April 23, 2008. Termination of the Plan shall not deprive
optionees of their rights under previously granted options.
