As filed with the Securities and Exchange Commission on December 4, 2002
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
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BIOTIME, INC.
(Exact name of Registrant as specified in charter)
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California 94-3127919
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
935 Pardee Street, Berkeley, California 94710
(Address of principal executive offices) (Zip Code)
2002 Stock Option Plan
(Full title of the plan)
Paul E. Segall
Chief Executive Officer
BioTime, Inc.
935 Pardee Street
Berkeley, California 94710
(Name and address of agent for service)
(510) 845-9535
(Telephone number, including area code, of agent for service)
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Copies of all communications, including all communications sent to the
agent for service, should be sent to:
RICHARD S. SOROKO, ESQ.
Lippenberger, Thompson, Welch, Soroko & Gilbert LLP
201 Tamal Vista Blvd.
Corte Madera, California 94925
Tel. (415) 927-5200
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CALCULATION OF REGISTRATION FEE
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Proposed
Amount Proposed Maximum Amount of
to be Maximum Offering Aggregate Offering Registration
Title of Each Class of Securities to be Registered Registered Price Per Unit(1) Price(1) Fee(2)
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Options to Purchase Common Shares 1,000,000 -- -- --
Common Shares, no par value(3) 1,000,000 $1.69 $1,690,000 $155.48
Total Registration Fee......................................................................$155.48
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(1) Determined pursuant to Rule 457(c) and (g).
(2) Issuable upon the exercise of the Options. Pursuant to Rule 416, this
Registration Statement also includes an indeterminate number of common shares
that may be subject to issuance as a result of anti-dilution and other
provisions of the Plan.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I will be
sent or given to employees as specified in Rule 428(b)(1). Such documents are
not being filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. Such documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of
this Form, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant's Annual Report on Form 10-K, as amended, for the fiscal
year ended December 31, 2001, Quarterly Reports on Form 10-Q, as amended, for
the periods ended March 31, 2002, June 30, 2002, and September 30, 2002, Current
Report on Form 8-K filed on July 11, 2002, and all other reports filed by
BioTime pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934, as amended, since the end of the fiscal year covered by
such Form 10-K and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this registration statement and to be part thereof from the date
of filing of such documents. A description of the common shares contained in a
Registration Statement on Form 8-A filed under the Securities Exchange Act of
1934, as amended, is also incorporated into this registration statement by
reference.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 317 of the California Corporations Code permits indemnification
of directors, officers, employees and other agents of corporations under certain
conditions and subject to certain limitations. In addition, Section 204(a)(10)
of the California Corporations Code permits a corporation to provide, in its
articles of incorporation, that directors shall not have liability to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty, subject to certain prescribed exceptions. Article Four of the Articles of
Incorporation of the Registrant contains provisions for the indemnification of
directors, officers, employees and other agents within the limitations permitted
by Section 317 and for the limitation on the personal liability of directors
permitted by Section 204(b)(10), subject to the exceptions required thereby.
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ITEM 8. EXHIBITS.
Exhibit
Numbers Description
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4.1 Specimen of Common Share Certificate.+
4.2 2002 Stock Option Plan*
5.1 Opinion of Counsel*
23.1 Consent of Deloitte & Touche LLP*
23.2 Consent of Counsel (Included in Exhibit 5.1)
+ Incorporated by reference to Registration Statement on Form S-1, File Number
33-44549 filed with the Securities and Exchange Commission on December 18, 1991,
and Amendment No. 1 and Amendment No. 2 thereto filed with the Securities and
Exchange Commission on February 6, 1992 and March 7, 1992, respectively.
* Filed herewith.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file during any period in which offers or sales are made,
a post-effective amendment to this 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.
(2) That for the purpose of determining any liability under the
Securities Act of 1933, each 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.
The undersigned registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1922, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement
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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.
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 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 final adjudication of
such issue.
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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 Berkeley, State of California on December 4, 2002.
BIOTIME, INC.
By s/ Paul Segall
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Paul Segall, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
s/ Paul Segall Chief Executive Officer and December 4, 2002
-------------------------------- Director (Principal Executive
PAUL SEGALL Officer)
s/ Harold Waitz Vice President and Director December 4, 2002
--------------------------------
HAROLD WAITZ
s/ Hal Sternberg Vice President and Director December 4, 2002
--------------------------------
HAL STERNBERG
s/ Steven Seinberg Chief Financial Officer December 4, 2002
-------------------------------- (Principal Financial and
STEVEN SEINBERG Accounting Officer)
s/ Judith Segall Secretary and Director December 4, 2002
--------------------------------
JUDITH SEGALL
s/ Jeffrey B. Nickel Director December 4, 2002
--------------------------------
JEFFREY B. NICKEL
Director __________, 2002
--------------------------------
MILTON H. DRESNER
Director __________, 2002
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KATHERINE GORDON
Director __________, 2002
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MICHAEL D. WEST
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EXHIBIT INDEX
Exhibit
Numbers Description
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4.1 Specimen of Common Share Certificate.+
4.2 2002 Stock Option Plan*
5.1 Opinion of Counsel*
23.1 Consent of Deloitte & Touche LLP*
23.2 Consent of Counsel (Included in Exhibit 5.1)
+ Incorporated by reference to Registration Statement on Form S-1, File Number
33-44549 filed with the Securities and Exchange Commission on December 18, 1991,
and Amendment No. 1 and Amendment No. 2 thereto filed with the Securities and
Exchange Commission on February 6, 1992 and March 7, 1992, respectively.
* Filed herewith.