As filed with the Securities and Exchange Commission on November 14, 2001
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
NEOSE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3549286
(State or other jurisdiction of (I.R.S employer Identification No.)
incorporation)
102 Witmer Road
Horsham, PA 19044
(Address of Principal Executive Offices)
Neose Technologies, Inc. Amended and Restated
1995 Stock Option/Stock Issuance Plan
(Full title of the Plan)
P. Sherrill Neff
President and Chief Operating Officer
Neose Technologies, Inc.
102 Witmer Road
Horsham, Pennsylvania 19044
(Name and Address of Agent for Service)
(215) 441-5890
(Telephone number, including area code of agent for service)
COPIES TO:
Barry M. Abelson, Esquire Jeffrey P. Libson, Esquire
Pepper Hamilton LLP Pepper Hamilton LLP
3000 Two Logan Square 1235 Westlakes Drive
Eighteenth and Arch Streets Suite 400
Philadelphia, Pennsylvania 19103-2799 Berwyn, Pennsylvania 19312
(215) 981-4000 (610) 640-7800
CALCULATION OF REGISTRATION FEE
=========================================================================================================================
Title of Securities to Amount to Be Proposed Maximum Proposed Maximum Amount of
Be Registered Registered(1) Offering Price Per Aggregate Offering Registration
Share (2) Price (2) Fee
=========================================================================================================================
Common Stock, $.01 par 700,000(3) $29.475 $20,632,500 $5,159
value
=========================================================================================================================
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
Statement also covers such additional shares as may hereinafter be offered
or issued to prevent dilution resulting from stock splits, stock dividends,
recapitalization or certain other capital adjustments.
(2) Calculated pursuant to Rule 457(h) of the Securities Act of 1933.
(3) Represents the additional shares of Common Stock subject to future grants
under the Company's Amended and Restated 1995 Stock Option/Stock Issuance
Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I of Form S-8 is included in documents to be
given to the recipient of the securities registered hereby in accordance with
Rule 428(b)(1) under the Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This registration statement on Form S-8 relates to the registration of an
additional 700,000 shares of Common Stock, $.01 par value, of the registrant.
The shares are securities of the same class and relate to the same employee
benefit plan, the Neose Technologies, Inc. Amended and Restated 1995 Stock
Option/Stock Issuance Plan, as those shares registered in the registrant's
registration statements on Form S-8, previously filed with the Securities and
Exchange Commission on September 8, 1997, February 15, 1996, October 13, 1999
and October 11, 2000. The earlier registration statements on Forms S-8
(Registration Nos. 333-35283, 333-01410, 333-88913 and 333-47718) are hereby
incorporated by reference.
ITEM 8. EXHIBITS.
5 Opinion of Pepper Hamilton LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Pepper Hamilton LLP (contained in Exhibit 5).
24 Power of Attorney (included on signature page of this Registration
Statement).
99 Neose Technologies, Inc. Amended and Restated 1995 Stock Option/Stock
Issuance Plan, amended as of June 20, 2001.
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 Horsham, Pennsylvania, on the 14th day of November, 2001.
Neose Technologies, Inc.
By: /s/ P. Sherrill Neff
------------------------------
P. Sherrill Neff
President and Chief Operating
Officer
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Stephen A. Roth and P. Sherrill
Neff his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and other registration statements and
amendments thereto relating to the Offering contemplated by this Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
---------------------------------------- --------------------------------------------------- ---------------------------
/s/ Stephen A. Roth Chief Executive Officer and Chairman of the Board November 14, 2001
------------------- (Principal Executive Officer)
Stephen A. Roth
/s/ A. Brian Davis Principal Financial and Accounting Officer November 14, 2001
------------------
A. Brian Davis
/s/ William F. Hamilton Director November 14, 2001
-----------------------
William F. Hamilton
/s/ Douglas J. MacMaster Director November 14, 2001
------------------------
Douglas J. MacMaster
/s/ Mark H. Rachesky Director November 14, 2001
--------------------
Mark H. Rachesky
/s/ Lindsay Rosenwald Director November 14, 2001
---------------------
Lindsay Rosenwald
/s/ Lowell E. Sears Director November 14, 2001
-------------------
Lowell E. Sears
/s/ Jerry A. Weisbach Director November 14, 2001
----------------------
Jerry A. Weisbach
EXHIBIT INDEX
5 Opinion of Pepper Hamilton LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Pepper Hamilton LLP (contained in Exhibit 5).
24 Power of Attorney (included on signature page of this Registration
Statement).
99 Neose Technologies, Inc. 1995 Amended and Restated Stock Option/Stock
Issuance Plan, amended as of June 20, 2001.