As filed with the Securities and Exchange Commission on _________, 2012
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of l933
CEL-SCI CORPORATION
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(Exact name of issuer as specified in its charter)
Colorado 84-0916344
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8229 Boone Blvd., Suite 802
Vienna, Virginia 22182
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(Address of Principal Executive Offices) (Zip Code)
Incentive Stock Option Plans
Non-Qualified Stock Option Plans
Stock Bonus Plans
Stock Compensation Plan
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(Full Title of Plan)
Geert R. Kersten
CEL-SCI Corporation
8229 Boone Blvd., Suite 802
Vienna, Virginia 22182
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(Name and address of agent for service)
(703) 506-9460
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(Telephone number, including area code, of agent for service)
Copies of all communications, including all communications sent to agent for
service to:
William T. Hart, Esq.
Hart & Trinen
l624 Washington Street
Denver, Colorado 80203
(303) 839-0061
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered (1) per share (2) price fee
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Common Stock issuable
pursuant to 2010 Incentive
Stock Option Plan 2,000,000 $0.43 $860,000
Common Stock issuable
pursuant to 2010
Non-Qualified
Stock Option Plan 5,000,000 $0.43 $2,150,000
Common Stock issuable
pursuant to 2010 Stock
Bonus Plan 2,000,000 $0.43 $860,000
Common Stock issuable
pursuant to 2011 Incentive
Stock Option Plan 2,000,000 $0.43 $860,000
Common Stock issuable
pursuant to 2011
Non-Qualified
Stock Option Plan 2,000,000 $0.43 $860,000
Common Stock issuable
pursuant to 2011 Stock
Bonus Plan 2,000,000 $0.43 $860,000
Common Stock issuable
pursuant to the Stock
Compensation Plan 4,000,000 $0.43 $1,720,000
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$8,170,000 $937.00
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(1) This Registration Statement also covers such additional number of shares,
presently undeterminable, as may become issuable under the Stock Bonus
Plans in the event of stock dividends, stock splits, recapitalizations or
other changes in the Company's common stock. The shares subject to this
Registration Statement are shares granted pursuant to the Company's Stock
Bonus Plans all of which may be reoffered in accordance with the provisions
of Form S-8.
(2) Varied, but not less than the fair market value on the date that the
options were or are granted. Pursuant to Rule 457(g), the proposed maximum
offering price per share and proposed maximum aggregate offering price are
based upon closing price of the Company's common stock on February 9, 2012.
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CEL-SCI CORPORATION
Cross Reference Sheet Required
Pursuant to Rule 404
PART I
INFORMATION REQUIRED IN PROSPECTUS
(NOTE: Pursuant to instructions to Form S-8, the Prospectus described below is
not required to be filed with this Registration Statement.)
Item
No. Form S-8 Caption Caption in Prospectus
1. Plan Information
(a) General Plan Information Stock Option and Bonus Plans
(b) Securities to be Offered Stock Option and Bonus Plans
(c) Employees who may Participate Stock Option and Bonus Plans
in the Plan
(d) Purchase of Securities Pursuant Stock Option and Bonus Plans
to the Plan and Payment for
Securities Offered
(e) Resale Restrictions Resale of Shares by Affiliates
(f) Tax Effects of Plan Stock Option and Bonus Plans
Participation
(g) Investment of Funds Not Applicable.
(h) Withdrawal from the Plan; Other Information Regarding
Assignment of Interest the Plans
(i) Forfeitures and Penalties Other Information Regarding
the Plans
(j) Charges and Deductions and Other Information Regarding
Liens Therefore the Plans
2. Registrant Information and Employee Available Information,
Plan Annual Information Documents Incorporated by
Reference
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3 - Incorporation of Documents by Reference
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The following documents filed with the Commission by CEL-SCI (Commission
File No. 001-11889) are incorporated by reference into this prospectus:
(1) Annual Report on Form 10-K for the fiscal year ended September 30,
2011.
(2) Report on Form 8-K filed on October 6, 2011.
(3) Report on Form 8-K filed on December 6, 2011.
(4) Quarterly report on Form 10-Q for the three months ended December 31,
2011.
(5) Report on Form 8-K filed on January 27, 2012.
(6) Report on Form 8-K filed on February 6, 2012.
All documents filed with the Commission by CEL-SCI pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
prospectus and prior to the termination of this offering shall be deemed to be
incorporated by reference into this prospectus and to be a part of this
prospectus from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
shall be deemed to be modified or superseded for the purposes of this prospectus
to the extent that a statement contained in this prospectus or in any
subsequently filed document which also is or is deemed to be incorporated by
reference in this prospectus modifies or supersedes such statement. Such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus.
Investors are entitled to rely upon information in this prospectus or
incorporated by reference at the time it is used by CEL-SCI to offer and sell
securities, even though that information may be superseded or modified by
information subsequently incorporated by reference into this prospectus.
CEL-SCI has filed with the Securities and Exchange Commission a
Registration Statement under the Securities Act of l933, as amended, with
respect to the securities offered by this prospectus. This prospectus does not
contain all of the information set forth in the Registration Statement. For
further information with respect to CEL-SCI and such securities, reference is
made to the Registration Statement and to the exhibits filed with the
Registration Statement. Statements contained in this prospectus as to the
contents of any contract or other documents are summaries which are not
necessarily complete, and in each instance reference is made to the copy of such
contract or other document filed as an exhibit to the Registration Statement,
each such statement being qualified in all respects by such reference. The
Registration Statement and related exhibits may also be examined at the
Commission's internet site.
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Item 4 - Description of Securities
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Not required.
Item 5 - Interests of Named Experts and Counsel
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Not Applicable.
Item 6 - Indemnification of Directors and Officers
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The Bylaws of the Company provide in substance that the Company shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened or completed action, suit or proceeding, whether civil,
criminal, administrative, or investigative by reason of the fact that such
person is or was a director, officer, employee, fiduciary or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, employee, fiduciary or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person to the full extent permitted by the laws of the state of
Colorado; and that expenses incurred in defending any such civil or criminal
action, suit or proceeding may be paid by the Company in advance of the final
disposition of such action, suit or proceeding as authorized by the Board of
Directors in the specific case upon receipt of an undertaking by or on behalf of
such director, officer or employee to repay such amount to the Company unless it
shall ultimately be determined that such person is entitled to be indemnified by
the Company as authorized in the Bylaws.
Item 7 - Exemption for Registration Claimed
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Not Applicable
Item 8 - Exhibits
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4 - Instruments Defining Rights of Security Holders
(a) - Common Stock Incorporated by reference to
Exhibit 4(a) of the Company's
Registration Statements on Form
S-l, File Nos. 2-85547-D and
33-7531.
(b) - 2010 Incentive Stock Option Plan __________________________________
(c) - 2010 Non-Qualified Stock Option __________________________________
Plan
(d) - 2010 Stock Bonus Plan __________________________________
(e) - 2011 Incentive Stock Option Plan __________________________________
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(f) - 2011 Non-Qualified Stock Option __________________________________
Plan
(g) - 2011 Stock Bonus Plan __________________________________
(h) - Stock Compensation Plan (as amended)__________________________________
5 - Opinion Regarding Legality __________________________________
l5 - Letter Regarding Unaudited Interim
Financial Information None
23 - Consent of Independent Public
Accountants and Attorneys __________________________________
24 - Power of Attorney Included in the signature page
of this Registration Statement
99 - Additional Exhibits
(Re-Offer Prospectus) __________________________________
Item 9 - Undertakings
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(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section l0(a)(3) of the
Securities Act of l933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change in such information in the
registration statement;
Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) will
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section l3
or Section l5(d) of the Securities Act of l934.
(2) That, for the purpose of determining any liability under the
Securities Act of l933, each such post-effective amendment shall be deemed to be
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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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of l933, each filing of the
registrant's Annual Report pursuant to Section l3(a) or Section l5(d) of the
Securities Exchange Act of l934 (and, where applicable, each filing of any
employee benefit plan's annual report pursuant to Section l5(d) of the
Securities Exchange Act of l934) that is incorporated by reference in the
registration statement 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.
(c) 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 the 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 the final adjudication of such issue.
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and
appoints Maximilian de Clara and Geert R. Kersten, and each of them, his true
and lawful attorneys-in-fact and agents, 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 all other documents in connection therewith, with the Securities and
Exchange Commission granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or their substitutes or substitute may lawfully do or cause to be
done by virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of l933, 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 Vienna, State of Virginia, on February 10, 2012.
CEL-SCI CORPORATION
By: /s/ Maximilian de Clara
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Maximilian de Clara, President
Pursuant to the requirements of the Securities Act of l933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ Maximilian de Clara Director and President February 10, 2012
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Maximilian de Clara
/s/ Geert R. Kersten Director, Principal February 10, 2012
------------------------- Executive, Financial and
Geert R. Kersten Accounting Officer
Director
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Alexander G. Esterhazy
Director
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C. Richard Kinsolving, Ph.D.
/s/ Peter R. Young, Ph.D. Director February 10, 2012
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Peter R. Young, Ph.D.
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FORM S-8CEL-SCI Corporation
8229 Boone Blvd.
Suite 802
Vienna, Virginia 22182
EXHIBITS