S-8: Initial registration statement for securities to be offered to employees pursuant to employee benefit plans
Published on October 2, 1997
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 2, 1997
Registration No. 333-____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Cytoclonal Pharmaceutics Inc.
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(Exact name of Registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation or organization)
75-2402409
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(I.R.S. Employer Identification No.)
9000 Harry Hines Boulevard, Dallas, Texas 75235
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(Address of Principal Executive Offices) (Zip Code)
Cytoclonal Pharmaceutics Inc. 1992 Stock Option Plan
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(Full Title of the Plan)
Arthur P. Bollon, Ph.D.
Cytoclonal Pharmaceutics Inc.
9000 Harry Hines Boulevard
Dallas, Texas 75235
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(Name and Address of Agent For Service)
(214) 353-2922
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(Telephone Number, Including Area Code, of Agent For Service)
Copy to: Robert H. Cohen, Esq.
Morrison Cohen Singer & Weinstein, LLP
750 Lexington Avenue
New York, New York 10022
(212) 735-8600
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CALCULATION OF REGISTRATION FEE
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(1) Estimated in accordance with Rules 457(c) and (h) solely for the purpose of
calculating the registration fee and based on the average of the bid and
asked prices of the Common Stock of Cytoclonal Pharmaceutics Inc. as
reported by the NASDAQ SmallCap Stock Market on October 1, 1997.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents (or parts thereof) filed or to be filed with the
Securities and Exchange Commission (the "Commission") by Cytoclonal
Pharmaceutics Inc., a Delaware corporation (the "Company"), are incorporated by
reference in this registration statement:
(a) The Company's Annual Report on Form 10-KSB, as amended, for the fiscal
year ended December 31, 1996.
(b) The Company's Quarterly Report on Form 10-QSB for the fiscal quarter
ended March 31, 1997.
(c) The Company's Quarterly Report on Form 10-QSB for the fiscal quarter
ended June 30, 1997.
(c) All other reports filed by the Company pursuant to Section 13(a) and
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the Company's fiscal year ended
December 31, 1996.
(d) The Company's Registration Statement on Form 8-A, as filed with the
Commission on May 17, 1995, to register the Common Stock under Section
12(g) promulgated under the Exchange Act which Registration Statement
contains a description of the Common Stock.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Restated Certificate of Incorporation provides that the
Company shall indemnify its officers and directors against certain liabilities
to the fullest extent permitted by Section 145 of the Delaware General
Corporation Law (the "DGCL"). The Company's Restated Certificate of
Incorporation also limits a director's liability for monetary damages for breach
of fiduciary duty, including gross negligence, except liability for (i) breach
of the director's duty of loyalty, (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of the law, (iii)
the unlawful payment of a dividend or unlawful stock purchase or redemption and
(iv) any transaction from which the director derives an improper personal
benefit. Delaware law, however, does not eliminate a director's duty of care and
the indemnifying provisions of the Company's Restated Certificate of
Incorporation have no effect on the availability of equitable remedies, E.G.,
injunction or rescission, based upon the breach of such duty. In addition, the
Company has obtained an insurance policy providing coverage for certain
liabilities of its officers and Directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4. Cytoclonal Pharmaceutics Inc. 1992 Stock Option Plan.
5. Opinion of Morrison Cohen Singer & Weinstein, LLP.
23.1 Consent of Morrison Cohen Singer & Weinstein, LLP (included in its
Opinion filed as Exhibit 5 hereto).
23.2 Consent of Richard A. Eisner & Company, LLP.
24. Powers of Attorney (included on the signature page of this
Registration Statement).
ITEM 9. UNDERTAKINGS
(a) The Company hereby undertakes that it will:
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(1) File, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Securities Act"), treat each such post-
effective amendment as a new registration statement relating to the securities
offered therein, and the offering of such securities at that time to be the
initial BONA FIDE offering.
(3) File a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dallas, State of Texas, on this 2nd day of
October 1997.
CYTOCLONAL PHARMACEUTICS INC.
By: /s/ Arthur P. Bollon
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Name: Arthur P. Bollon
Title: Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Arthur P. Bollon, Ph.D., with the power
of substitution, his or her attorney-in-fact, to sign any amendments to this
Registration Statement and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorney-in-fact, or his or her
substitute, may do or choose to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by the following
persons in the capacities and on the dates indicated:
Signature Title Date
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/s/ Arthur P. Bollon Chairman, President, Chief October 2, 1997
- ------------------------- Executive Officer and Director
Arthur P. Bollon, Ph.D. (principal executive officer)
/s/ Daniel Shusterman Vice President Operations, October 2, 1997
- ------------------------- Treasurer and Chief Financial
Daniel Shusterman, J.D. Officer (principal financial
and accounting officer)
/s/ Ira Gelb Director October 2, 1997
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Ira Gelb, M.D.
/s/ Irwin C. Gerson Director October 2, 1997
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Irwin C. Gerson
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EXHIBIT INDEX
NO. DESCRIPTION
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4. Cytoclonal Pharmaceutics Inc. 1992 Stock Option Plan.
5. Opinion of Morrison Cohen Singer & Weinstein, LLP.
23.1 Consent of Morrison Cohen Singer & Weinstein, LLP (included in its Opinion
filed as Exhibit 5 hereto).
23.2 Consent of Richard A. Eisner & Company, LLP.
24. Powers of Attorney (included on the signature page of this Registration
Statement).
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