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As filed with the Securities and Exchange Commission on September 12, 2001.
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ALTEON INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 13-3304550
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
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170 Williams Drive
Ramsey, New Jersey 07446
(Address, Including Zip Code, of Registrant's
Principal Executive Office)
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Amended 1995 Stock Option Plan
(Full Title of the Plan)
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Kenneth I. Moch
Chief Executive Officer
Alteon Inc.
170 Williams Drive
Ramsey, New Jersey 07446
(201) 934-5000
(Name and Address of Agent for Service)
Copies to:
Richard J. Pinto, Esq.
Smith, Stratton, Wise, Heher & Brennan
600 College Road East
Princeton, NJ 08540
(609) 924-6000
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities To To Be Price per Offering Registration
Be Registered Registered Share Price Fee
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Common Stock,
$.01 par value 3,000,000 $2.80 8,400,000 $2,100
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* Pursuant to Rule 457(h), these prices are estimated solely for the purpose of
calculating the registration fee and are based upon the average of the high and
low sales prices of the Registrant's Common Stock on the American Stock Exchange
on September 4, 2001.
This Registration Statement also covers an indeterminate number of shares
as may be issued as a result of the anti-dilution provisions of the Registrant's
Amended 1995 Stock Option Plan.
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INCORPORATION BY REFERENCE
This Registration Statement is being filed by Alteon Inc. (the "Company"),
pursuant to General Instruction E to Form S-8 with respect to the registration
of additional securities of the same class as the securities for which the
Company's Registration Statement on Form S-8 (Registration Statements Nos.
333-91437, 333-39429, 333-04496, 33-89134 and 33-60576) relating to the
Company's 1987 Amended and Restated Stock Option Plan (the "1987 Plan") and the
Alteon Amended 1995 Stock Option Plan (the "1995 Plan") were filed with the
Securities and Exchange Commission on November 22, 1999, November 4, 1997, May
3, 1996, February 2, 1995, and April 3, 1993, respectively, and which are
incorporated herein by reference.
On June 5, 2001, the Company's stockholders approved an amendment to the
1995 Plan increasing the number of shares available for issuance under the 1995
Plan. The additional 3,000,000 shares of the Company's common stock now issuable
pursuant to the 1995 Plan are being registered under this Registration
Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 5: Interests of Named Experts and Counsel
The validity of the issuance of the common stock being offered hereby has
been passed upon by Smith, Stratton, Wise, Heher & Brennan, Princeton, New
Jersey. A member of Smith, Stratton, Wise, Heher & Brennan owns 13,250 shares of
the Company's common stock.
Item 8: Exhibits
5.1 Opinion of Smith, Stratton, Wise, Heher & Brennan.
23.1 Consent of Arthur Andersen LLP, independent public
accountants.
23.2 Consent of Smith, Stratton, Wise, Heher & Brennan
(contained in Exhibit 5.1).
24.1 Power of Attorney (See signature page to this Registration
Statement)
99.1 Amended 1995 Stock Option Plan (as amended through June 5,
2001)
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SIGNATURES
The Registrant. 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 Ramsey, State of New Jersey, on this 11th day of
September, 2001
Alteon, Inc.
By: /s/ Kenneth I. Moch
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Kenneth I. Moch
Chairman of the Board, President and CEO
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Kenneth I. Moch and Elizabeth O'Dell, and
each or any one of them, 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 to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and conforming all that said attorneys-in-fact and agents, or any of
them, or their or his substitutes or 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.
SIGNATURES TITLE DATE
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/s/ Kenneth I. Moch Chairman of the Board, President and Chief September 11, 2001
-------------------------------- Executive Officer
Kenneth I. Moch (principal executive officer)
/s/ Elizabeth A. O'Dell Vice President, Finance and Administration September 11, 2001
-------------------------------- Treasurer and Secretary
Elizabeth A. O'Dell (principal financial officer)
/s/ Mark Novitch, M.D. Director September 11, 2001
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Mark Novitch, M.D.
/s/ Edwin D. Bransome, Jr., M.D. Director September 11, 2001
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Edwin D. Bransome, Jr., M.D.
/s/ Marilyn G. Breslow Director September 11, 2001
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Marilyn G. Breslow
/s/ Alan J. Dalby Director September 11, 2001
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Alan J. Dalby
/s/ David McCurdy Director September 11, 2001
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David McCurdy
/s/ George M. Naimark, Ph.D. Director September 11, 2001
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George M. Naimark, Ph.D.
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
NUMBER
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5.1 Opinion of Smith, Stratton, Wise, Heher & Brennan.
23.1 Consent of Arthur Andersen LLP, independent public accountants.
23.2 Consent of Smith, Stratton, Wise, Heher & Brennan (contained in Exhibit 5.1).
24.1 Power of Attorney (see "Power of Attorney" above).
99.1 Amended 1995 Stock Option Plan (as amended through June 5, 2001)
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