As filed with the Securities and Exchange Commission on September 16, 2004
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BIOPHAN TECHNOLOGIES, INC.
(exact name of registrant as specified in its charter)
NEVADA 82-0507874
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
150 Lucius Gordon Drive, Suite 215
West Henrietta, New York 14586
(Address of Principal Executive Offices) (Zip Code)
BIOPHAN TECHNOLOGIES, INC. 2001 STOCK OPTION PLAN
(Full title of the Plan)
Michael L. Weiner
Chief Executive Officer
150 Lucius Gordon Drive, Suite 215
West Henrietta, New York 14586
(585) 214-2441
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
Melissa Mahler, Esq.
Nixon Peabody LLP
P.O. Box 31051
Rochester, New York 14603-1051
(585) 263-1000
--------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price Per Offering Registration
Registered(1) Registered(1) Share (2) Price Fee
------------- ------------- --------- ----- -----------
Common Stock 245,000 $1.00 $ 245,000
Common Stock 3,010,000 .97 2,919,700
Common Stock 150,000 .76 114,000
Common Stock 375,000 .67 251,250
Common Stock 1,379,993 .50 689,997
Common Stock 600,000 .43 258,000
Common Stock 55,000 .35 19,250
Common Stock 70,000 .32 22,400
Common Stock 80,000 .30 24,000
Common Stock 1,190,000 .18 214,200
Common Stock 250,000 .10 25,000
Common Stock 295,007 .73(3) 215,355
---------- ----------
Total 7,700,000 $4,998,152 $633.27
----------
(1) Pursuant to Rule 416(b) under the Securities Act of 1933, this registration
statement covers such additional shares of Common Stock as may be issuable
pursuant to anti-dilution provisions of the Plan.
(2) Inserted solely for the purpose of calculating the registration fee pursuant
to Rule 457(h)(1).
(3) As instructed by Rule 457(h)(1) and estimated in accordance with Rule
457(c), based upon the average of the high and low prices for the
registrant's Common Stock on the OTC Bulletin Board reported as of
September 15, 2004.
-2-
Explanatory Note
Biophan Technologies, Inc. (the "Company") filed a Registration Statement
on Form S-8 on August 18, 2003 (Reg. No. 333-108058) and a Registration
Statement on Form S-8 on September 26, 2003 (Reg. No. 333-109160) (together, the
"Prior Registration Statements") relating to the registration of shares of the
Company's Common Stock which may be acquired pursuant to the Company's 2001
Stock Option Plan.
Pursuant to General Instruction E of Form S-8, this Registration Statement
on Form S-8 (the "Registration Statement") registers an additional 7,700,000
shares of the Company's Common Stock which may be acquired pursuant to the
Company's 2001 Stock Option Plan.
The contents of the Prior Registration Statements are hereby incorporated
herein by reference.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit No. Description Location
----------- ----------- --------
4.1 Biophan Technologies, Inc. 2001 Stock Filed Herewith
Option Plan, as amended
5.1 Legal Opinion of Nixon Peabody LLP Filed Herewith
23.1 Consent of Nixon Peabody LLP Contained in opinion
filed as Exhibit 5-1
to this Registration
Statement
23.2 Consent of Goldstein Golub Kessler LLP Filed Herewith
-3-
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 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 Rochester, State of New York, on the 15th day of
September, 2004.
BIOPHAN TECHNOLOGIES, INC.
By: /s/ Michael L. Weiner
-----------------------------
Michael L. Weiner
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Michael L. Weiner and Robert J. Wood, and each or
either of them, his true and lawful attorneys-in-fact, 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, 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 or his substitute or substitutes, 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.
/s/ Michael L. Weiner President, Chief Executive Officer September 15, 2004
------------------------ and Director (Principal
Michael L. Weiner Executive Officer)
/s/ Robert J. Wood Vice President, Treasurer and September 16, 2004
------------------------ Chief Financial Officer
Robert J. Wood (Principal Financial and
Accounting Officer)
/s/ Guenter H. Jaensch Director September 3, 2004
------------------------
Guenter H. Jaensch
/s/ Ross B. Kenzie Director September 8, 2004
------------------------
Ross B. Kenzie
-4-
/s/ Steven Katz Director September 8, 2004
------------------------
Steven Katz
/s/ Robert S. Bramson Director September 2, 2004
------------------------
Robert S. Bramson
-5-
EXHIBIT INDEX
Exhibit No. Description Location
----------- ----------- --------
4.1 Biophan Technologies, Inc. 2001 Stock Filed Herewith
Option Plan, as amended
5.1 Legal Opinion of Nixon Peabody LLP Filed Herewith
23.1 Consent of Nixon Peabody LLP Contained in opinion
filed as Exhibit 5-1
to this Registration
Statement
23.2 Consent of Goldstein Golub Kessler LLP Filed Herewith