AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 9, 2001
REGISTRATION NO. 333-53386
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BIOTRANSPLANT INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 2834 04-3119555
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
BUILDING 75, 3RD AVENUE, CHARLESTOWN NAVY YARD, CHARLESTOWN, MA 02129
(617) 241-5200
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
ELLIOT LEBOWITZ, PH.D.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
BIOTRANSPLANT INCORPORATED
BUILDING 75, 3RD AVENUE
CHARLESTOWN NAVY YARD
CHARLESTOWN, MASSACHUSETTS 02129
(617) 241-5200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
STEVEN D. SINGER, ESQ. WILLIAM T. WHELAN, ESQ.
JAMES R. BURKE, ESQ. MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO,
HALE AND DORR LLP P.C.
60 State Street One Financial Center
Boston, Massachusetts 02109 Boston, Massachusetts 02111
Telephone: (617) 526-6000 Telephone: (617) 542-6000
Telecopy: (617) 526-5000 Telecopy: (617) 542-2241
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective and certain
other conditions under the Merger Agreement are met or waived.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / / ______
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / ______
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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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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EXPLANATORY NOTE
This Amendment No. 4 to the Registrant's Registration Statement on Form S-4
(Commission File No. 333-53386) is being filed solely for the purpose of filing
Exhibit 10.30 thereto.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 4 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Charlestown, Commonwealth of Massachusetts on the 9th day of April 2001.
BIOTRANSPLANT INCORPORATED
By: /s/ RICHARD V. CAPASSO
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Richard V. Capasso
VICE PRESIDENT, FINANCE AND TREASURER
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 4 to the Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
ELLIOT LEBOWITZ* President, Chief Executive
------------------------------------------- Officer and Director April 9, 2001
Elliot Lebowitz (Principal Executive Officer)
Vice President, Finance and
/s/ RICHARD V. CAPASSO Treasurer (Principal Financial
------------------------------------------- Officer and Principal April 9, 2001
Richard V. Capasso Accounting Officer)
DONALD R. CONKLIN*
------------------------------------------- Director April 9, 2001
Donald R. Conklin
WILLIAM W. CROUSE*
------------------------------------------- Director April 9, 2001
William W. Crouse
JAMES C. FOSTER*
------------------------------------------- Director April 9, 2001
James C. Foster
DANIEL O. HAUSER*
------------------------------------------- Director April 9, 2001
Daniel O. Hauser
MICHAEL S. PERRY*
------------------------------------------- Director April 9, 2001
Michael S. Perry
*By: /s/ RICHARD V. CAPASSO
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Richard V. Capasso April 9, 2001
ATTORNEY-IN-FACT
EXHIBIT INDEX
EXHIBITS
**2.1(1) Agreement and Plan of Merger, dated as of December 8, 2000,
by and among the Registrant, BT/EL Acquisition Co. and
Eligix, Inc.
3.1(2) Amended and Restated Certificate of Incorporation of the
Registrant, as amended to date.
3.2(3) Amended and Restated By-laws of the Registrant, as amended
to date.
4.1(3) Specimen certificate for shares of common stock, $.01 par
value per share, of the Registrant.
**5.1 Opinion of Hale and Dorr LLP.
**8.1 Opinion of Hale and Dorr LLP as to tax matters.
**8.2 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C. as to tax matters.
+10.1(3) Research and License Agreement between the Registrant and
The General Hospital Corporation, dated January 1, 1991 as
amended by Agreements dated November 10, 1993, June 28, 1995
and January 31, 1996 (the "1991 MGH Agreement").
++10.2(3) Research and License Agreement between the Registrant and
The General Hospital Corporation dated December 8, 1992.
++10.3(3) Research and License Agreement between the Registrant and
The General Hospital Corporation dated August 1, 1994.
++10.4(3) Alliance Agreement between the Registrant and MedImmune,
Inc. dated October 2, 1995.
**+10.5 An extension to the Research and License Agreement between
The General Hospital Corporation and the Registrant, having
an effective date of January 1, 1991, as amended.
**10.6 Shareholders' Agreement by and among the Registrant,
Castella Research, Secure Sciences and Stem Cell Sciences
Pty. Ltd. dated April 5, 1994, as amended.
**10.7 Research and License Agreement between the Registrant and
Stem Cell Sciences Pty. Ltd. dated April 5, 1994.
10.8(3) Form of Common Stock Warrant issued to certain investors in
August 1994 and Schedule of Warrantholders.
10.9(3) Form of Common Stock Warrant issued to certain investors in
October 1994 and Schedule of Warrantholders.
10.10(3) Form of Common Stock Warrant issued to certain investors in
August 1995 and Schedule of Warrantholders.
10.11(3) Convertible Promissory Note and Warrant Purchase Agreement
by and among the Registrant, HealthCare Ventures II, L.P.
and Everest Trust dated December 20, 1991.
10.12(3) Convertible Promissory Note and Warrant Purchase Agreement
by and among the Registrant and the parties signatory
thereto dated October 31, 1994.
10.13(3) Third Amended and Restated Stockholders Agreement by and
among the Registrant and the parties signatory thereto, as
amended by a Consent, Waiver and Amendment dated January 23,
1996.
10.14(3) Form of Consent, Waiver and Amendment Agreement to the Third
Amended and Restated Stockholders' Agreement by and among
the Registrant and the parties signatory thereto.
10.15(3) Amended 1991 Stock Option Plan.
10.16(4) 1994 Directors' Equity Plan, as amended.
**10.17 1997 Stock Incentive Plan, as amended
10.18(3) Consulting Agreement between the Registrant and Dr. David H.
Sachs dated January 1, 1991.
10.19(5) Amendments to Consulting Agreement between the Registrant
and Dr. David H. Sachs dated December 1, 1998 and
January 5, 2000.
10.20(3) Lease between the Registrant and BioLease, Inc. dated March
17, 1994.
10.21(5) First Amendment to Lease between the Registrant and
BioLease, Inc. dated November 17, 1998.
++10.22(6) Development and Supply Agreement between the Registrant and
Dendreon Corporation (formerly, Activated Cell Therapy),
dated August 22, 1996.
**10.23 Agreement to further vary Shareholders' Agreement among the
Registrant and Castella Research, Secure Sciences and Stem
Cell Sciences Pty., Ltd., dated December 20, 1996.
**10.24 Agreement to further vary Shareholders' Agreement among the
Registrant and Castella Research, Secure Sciences and Stem
Cell Sciences Pty., Ltd., dated March 16, 1997, as amended.
10.25(8) Letter Agreement, Security Agreement and Promissory Note
between the Registrant and Fleet National Bank, dated August
10, 1999.
++10.26(7) Miniature Swine Transfer and Maintenance Agreement dated
January 1, 1998 by and between Charles River Laboratories,
Inc., Wilmington Partners, L.P. and the Registrant.
++10.27(9) Shareholder Agreement dated September 24, 2000 by and
between the Registrant, Novartis AG and Immerge
BioTherapeutics AG (formerly known as Loxo AG), together
with exhibits.
++10.28(10) Patent License Agreement (MEDI-507), dated July 17, 1997 by
and between Protein Design Labs and MedImmune, Inc.
10.29(11) Promissory Note made by Eligix, Inc. in favor of the
Registrant.
+10.30 License Agreement between The Johns Hopkins University and
Eligix, Inc. (as successor to Coulter Cellular Therapies,
Inc.) dated December 31, 1998.
**21 Subsidiaries of the Registrant.
**23.1 Consent of Hale and Dorr LLP (included in Exhibits 5.1 and
8.1).
**23.2 Consent of Arthur Andersen LLP.
**23.3 Consent of PricewaterhouseCoopers LLP.
**23.4 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C. (included in Exhibit 8.2).
**23.5 Consent of Lazard Freres & Co. LLC.
**23.6 Consent of Pacific Growth Equities, Inc.
**24.1 Power of Attorney with respect to the Registrant.
**99.1(12) Fairness Opinion of Lazard Freres & Co. LLC.
**99.2(13) Fairness Opinion of Pacific Growth Equities, Inc.
**99.3(14) Form of Escrow Agreement to be entered into by and among the
Registrant, the Management Members and Robert Momsen and
Pieter Schiller, as representatives of the security holders
of Eligix, Inc., and The American Stock Transfer and Trust
Company.
**99.4 Form of Proxy Card of the Registrant.
**99.5 Form of Proxy Card of Eligix, Inc.
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+ Confidential treatment requested as to certain portions.
++ Confidential treatment granted as to certain portions.
* The Registrant agrees to furnish supplementally a copy of any omitted
schedules to this agreement to the Securities and Exchange Commission upon
its request.
** Previously filed.
(1) Attached as Annex A to the Joint Proxy Statement/Prospectus.
(2) Incorporated herein by reference from the Registrant's Form 8-K dated
July 18, 2000.
(3) Incorporated herein by reference to the Registrant's Registration Statement
on Form S-1, as amended (File No. 333-02144).
(4) Incorporated herein by reference to the Registrant's Definitive Proxy
Statement for the 1999 Annual Meeting of Stockholders filed on
Schedule 14A.
(5) Incorporated herein by reference to the Registrant's Form 10-K for the year
ended December 31, 1999.
(6) Incorporated herein by reference to the Registrant's Form 10-Q for the
quarter ended September 30, 1996.
(7) Incorporated herein by reference to the Registrant's Form 10-Q for the
quarter ended June 30, 1998.
(8) Incorporated herein by reference to the Registrant's Form 10-Q for the
quarter ended September 30, 1999.
(9) Incorporated herein by reference to the Registrant's Form 10-Q for the
quarter ended September 30, 2000.
(10) Incorporated herein by reference to the exhibit filed with MedImmune,
Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30,
1997.
(11) Incorporated herein by reference to the Registrant's Current Report on
Form 8-K dated March 9, 2001.
(12) Attached as Annex C to the Joint Proxy Statement/Prospectus.
(13) Attached as Annex D to the Joint Proxy Statement/Prospectus.
(14) Attached as Exhibit A to Annex A to the Joint Proxy Statement/Prospectus.