As filed with the Securities and Exchange Commission on September 26, 2001
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
BIOTRANSPLANT INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 04-3119555
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
CHARLESTOWN NAVY YARD
BUILDING 75, THIRD AVENUE
CHARLESTOWN, MASSACHUSETTS 02129
(Address of Principal Executive Offices) (Zip Code)
1997 STOCK INCENTIVE PLAN
(Full Title of the Plan)
ELLIOT LEBOWITZ, PH.D.
CHIEF EXECUTIVE OFFICER
BIOTRANSPLANT INCORPORATED
CHARLESTOWN NAVY YARD
BUILDING 75, THIRD AVENUE
CHARLESTOWN, MASSACHUSETTS 02129
(Name and Address of Agent for Service)
(617) 241-5200
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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TITLE OF
SECURITIES PROPOSED MAXIMUM PROPOSED MAXIMUM
TO BE AMOUNT OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
REGISTERED TO BE REGISTERED PER SHARE PRICE REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par
value 2,000,000 $4.34(1) $8,680,000(1) $2,170
shares
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(1) Estimated solely for the purpose of calculating the registration fee,
and based on the average of the high and low prices of the Common Stock
on the Nasdaq National Market on September 21, 2001 in accordance with
Rules 457(c) and 457(h) under the Securities Act of 1933.
Statement of Incorporation by Reference
Except as otherwise set forth below, this Registration Statement on Form
S-8 incorporates by reference the contents of the Registration Statements on
Form S-8, File Nos. 333-29055 and 333-83793, relating to the Registrant's 1997
Stock Incentive Plan.
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 caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Charlestown, Commonwealth of Massachusetts, on this
26th day of September 2001.
BIOTRANSPLANT INCORPORATED
By:/s/ Elliot Lebowitz
-----------------------------------
Elliot Lebowitz
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of BioTransplant Incorporated
hereby severally constitute and appoint Elliot Lebowitz and Richard V. Capasso,
and each of them singly, our true and lawful attorneys with full power to them,
and each of them singly, to sign for us and in our names in the capacities
indicated below, the Registration Statement on Form S-8 filed herewith and any
and all subsequent amendments to said Registration Statement, and generally to
do all such things in our names and on our behalf and in our capacities as
officers and directors to enable BioTransplant Incorporated to comply with the
provisions of the Securities Act of 1933, as amended, and all requirements of
the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Elliot Lebowitz Chief Executive Officer and September 26, 2001
------------------------------------ Director (Principal Executive
Elliot Lebowitz Officer)
/s/ Walter C. Ogier President, Chief Operating September 26, 2001
------------------------------------ Officer and Director
Walter C. Ogier
/s/ Richard V. Capasso Vice President, Finance and September 26, 2001
------------------------------------ Treasurer (Principal Financial
Richard V. Capasso and Accounting Officer)
/s/ James C. Foster
------------------------------------ Director September 26, 2001
James C. Foster
/s/ Daniel O. Hauser
------------------------------------ Director September 26, 2001
Daniel O. Hauser
------------------------------------ Director
Arnold L. Oronsky
------------------------------------ Director
Michael S. Perry
/s/ Susan Racher
------------------------------------ Director September 26, 2001
Susan Racher
EXHIBIT INDEX
Exhibit
NUMBER DESCRIPTION
4.1(1) Restated Certificate of Incorporation, as amended to date
4.2(2) By-laws, as amended to date
4.3(3) Specimen Certificate of Common Stock, $.01 par value per share, of
the Registrant
5 Opinion of Hale and Dorr LLP
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5)
23.2 Consent of Arthur Andersen LLP
23.3 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney (included in the signature pages of this
Registration Statement)
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(1) Incorporated herein by reference to the Registrant's Current Report on
Form 8-K dated July 18, 2000 (File No. 000-28324).
(2) Incorporated herein by reference to the Registrant's Quarterly Report on
Form 10-Q for the quarterly period ending March 31, 1996.
(3) Incorporated herein by reference to the Registrant's Registration
Statement on Form S-1 (File No. 333-2144).