Massachusetts
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04-2652826
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(State
or Other Jurisdiction of
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(I.R.S.
Employer
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Incorporation
or Organization)
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Identification
Number)
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CALCULATION
OF REGISTRATION FEE
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Title of Each
Class of
Securities to
be Registered
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Amount to
be Registered
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Proposed
Maximum
Offering Price
Per Share(1)
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Proposed
Maximum
Aggregate
Offering
Price(1)
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Amount of
Registration fee
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Common
Stock, $.01 par value
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500,000
(2)
shares
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$
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1.26
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$
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627,500
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$
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24.66
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||||||
Preferred
Share Purchase Rights (3)(4)
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500,000
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—
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—
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—
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(1) |
Estimated
solely for the purpose of determining the registration fee pursuant
to
Rule 457(h) under the Securities Act of 1933, as amended (the “Securities
Act”), on the basis of the average high and low prices for the
Registrant's common stock on the Nasdaq Capital Market on November
12,
2008.
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(2) |
Pursuant
to Rule 416 under the Securities Act, this registration statement
shall
also cover such presently indeterminable number of additional shares
of
common stock which may become issuable under the Registrant’s 2005 Equity
Incentive Plan, as amended, in the event of a merger, consolidation,
reorganization, recapitalization, stock dividend, stock split,
stock
combination, or other similar changes in the common
stock.
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(3) |
The
rights are attached to the Registrant’s common stock pursuant to a Rights
Agreement dated as of February 27, 2003, as amended, between the
Registrant and Computershare Trust Company, Inc. The value attributable
to
the rights, if any, is reflected in the value of the common stock
and the
registration fee for the rights is included in the fee for the
common
stock.
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(4) |
The
500,000 rights registered by this registration statement represent
each
right that may be issued in connection with each share of common
stock
issuable upon exercise of options or pursuant to awards granted
or to be
granted under the Registrant’s 2005 Equity Incentive Plan. Such presently
indeterminable number of additional rights are also registered
by this
registration statement as may be issued in the event of a merger,
consolidation, reorganization, recapitalization, stock dividend,
stock
split or other similar changes in the common stock. The rights
are not
separately transferable apart from the Registrant’s common stock, nor are
they exercisable until the occurrence of certain events. Accordingly,
no
independent value has been attributed to the rights registered
hereunder.
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*
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The
documents containing the information specified in Part I will be
sent or
given to Participants in the Plan as specified by Rule 428(b)(1)
under the
Securities Act of 1933, as amended (the “Securities Act”). In accordance
with the Note of Part I of the Form S-8, such documents will not
be filed
with the Securities and Exchange Commission (the “SEC”), either as part of
this registration statement or as a prospectus or prospectus supplement
pursuant to Rule 424 under the Securities Act. These documents
and the
documents incorporated by reference pursuant to Item 3 of Part II of
this registration statement, taken together, constitute the prospectus
required by Section 10(a) of the Securities Act.
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(a)
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The
Registrant's Annual Report on Form 10-K for the fiscal year ended
December
31, 2007 (the “Annual Report”), filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).
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(b)
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The
Registrant’s Quarterly Report on Form 10-Q for the fiscal quarters ended
March 31, 2008, June 30, 2008 and September 30, 2008,
respectively.
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(c)
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The
Registrant’s Current Reports on Form 8-K, filed with the SEC on September
19, 2008 and September 29, 2008.
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(d)
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The
description of (i) the Registrant's common stock contained in the
Registrant's registration statement on Form 8-A (File No. 0-21615),
filed
under the Exchange Act with the Securities and Exchange Commission
on
October 26, 1996; and (ii) the Registrant’s preferred share purchase
rights contained in the Registrant’s registration statement on Form 8-A
(File No. 0-21615), filed under the Exchange Act with the Securities
and
Exchange Commission on March 12, 2003, including any amendments
or reports
filed for the purposes of updating such
descriptions.
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Exhibit No.
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Description
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4.1
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Restated
Articles of Organization of the Registrant, filed as Exhibit 3.1
to the
Registrant’s Registration Statement on Form S-1 (File No.
333-10759).*
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4.2
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Articles
of Amendment to Restated Articles of the Organization of the Registrant,
filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for
the quarter ended September 30, 2004 (File No.
0-21615).*
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4.3
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Amended
and Restated Bylaws of the Registrant, filed as Exhibit 3.2 to
the
Registrant’s Registration Statement on Form S-1 (File No.
333-10759).*
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4.4
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Amendment
to Amended and Restated Bylaws of the Registrant, filed as Exhibit
3.3 to
the Registrant’s Annual Report on Form 10-K for the year ended December
31, 2002 (File No. 0-21615).*
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||
4.5
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Specimen
Certificate for the Shares of the Registrant’s Common Stock, filed as
Exhibit 4.1 to the Registrant’s Annual Report on Form 10-KSB for the year
ended December 31, 2004 (File No. 0-21615).*
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4.6
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Description
of Capital Stock (contained in the Registrant’s Restated Articles of
Organization, as amended, filed as Exhibit 3.1 to the Registrant’s
Registration Statement on Form S-1 (File No.
333-10759)).*
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4.7
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Rights
Agreement dated as of February 27, 2003 between the Registrant
and
Computershare Trust Company, Inc., filed as Exhibit 4 to the Registrant’s
Current Report on Form 8-K (File No. 0-21615) filed with the SEC
on March
12, 2003.*
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4.8
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Amendment
No. 1 to Rights Agreement dated April 16, 2004 between the Registrant
and
Computershare Trust Company, Inc., filed as Exhibit 4 to the Registrant’s
Current Report on Form 8-K (File No. 0-21615) filed with the SEC
on April
16, 2004.*
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5.01
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Legal
Opinion of Pepper Hamilton LLP.
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23.01
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Consent
of UHY LLP (Independent Registered Public Accounting Firm for the
Registrant).
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23.02
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Consent
of Pepper Hamilton LLP (included in its legal opinion filed as
Exhibit
5.01 to this registration statement).
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24.01
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Power
of Attorney (included on the signature page of this registration
statement).
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99.01
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Registrant’s
2005 Equity Incentive Plan, filed as Exhibit 99.01 to the Registrant’s
Registration Statement on Form S-8 (Reg. No. 333-128594) filed
with the
SEC on September 26, 2005.*
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99.02
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Amendment
No. 1 to the Registrant’s 2005 Equity Incentive Plan, filed as Exhibit
10.1 to the Registrant’s Current Report on Form 8-K (File No. 333-21615)
filed with the SEC on September 29,
2008.*
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* |
Not
filed herewith. In accordance with Rule 411(c) promulgated pursuant
to the
Securities Act of 1933, as amended, reference is made to the
documents
previously filed with the Securities and Exchange Commission,
which
documents are hereby incorporated by
reference.
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PRESSURE
BIOSCIENCES, INC.
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By:
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/s/
Richard T. Schumacher
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Richard
T. Schumacher
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President
and Chief Executive Officer
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Signature
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Title
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Date
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/s/
R. Wayne Fritzsche
R.
Wayne Fritzsche
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Director
and Chairman of the Board
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November
14, 2008
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/s/
Richard
T. Schumacher
Richard
T. Schumacher
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Director,
President and Chief Executive
Officer
(Principal Executive Officer)
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November
14, 2008
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/s/
Edward H. Myles
Edward
H. Myles
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Senior
Vice President and Chief Financial
Officer
(Principal Financial and Accounting
Officer)
and Treasurer
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November
14, 2008
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/s/
Dr. Calvin A. Saravis
Dr.
Calvin A. Saravis
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Director
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November
14, 2008
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/s/
J. Donald Payne
J.
Donald Payne
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Director
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November
14, 2008
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/s/
P. Thomas Vogel
P.
Thomas Vogel
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Director
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November
14, 2008
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Exhibit
No.
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Description
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4.1
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Restated
Articles of Organization of the Registrant, filed as Exhibit 3.1
to the
Registrant’s Registration Statement on Form S-1 (File No.
333-10759).*
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4.2
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Articles
of Amendment to Restated Articles of the Organization of the Registrant,
filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for
the quarter ended September 30, 2004 (File No.
0-21615).*
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4.3
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Amended
and Restated Bylaws of the Registrant, filed as Exhibit 3.2 to
the
Registrant’s Registration Statement on Form S-1 (File No.
333-10759).*
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4.4
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Amendment
to Amended and Restated Bylaws of the Registrant, filed as Exhibit
3.3 to
the Registrant’s Annual Report on Form 10-K for the year ended December
31, 2002 (File No. 0-21615).*
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4.5
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Specimen
Certificate for the Shares of the Registrant’s Common Stock, filed as
Exhibit 4.1 to the Registrant’s Annual Report on Form 10-KSB for the year
ended December 31, 2004 (File No. 0-21615).*
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4.6
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Description
of Capital Stock (contained in the Registrant’s Restated Articles of
Organization, as amended, filed as Exhibit 3.1 to the Registrant’s
Registration Statement on Form S-1 (File No.
333-10759)).*
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4.7
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Rights
Agreement dated as of February 27, 2003 between the Registrant
and
Computershare Trust Company, Inc., filed as Exhibit 4 to the Registrant’s
Current Report on Form 8-K (File No. 0-21615) filed with the SEC
on March
12, 2003.*
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4.8
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Amendment
No. 1 to Rights Agreement dated April 16, 2004 between the Registrant
and
Computershare Trust Company, Inc., filed as Exhibit 4 to the Registrant’s
Current Report on Form 8-K (File No. 0-21615) filed with the SEC
on April
16, 2004.*
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5.01
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Legal
Opinion of Pepper Hamilton LLP.
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23.01
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Consent
of UHY LLP (Independent Registered Public Accounting Firm for the
Registrant).
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23.02
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Consent
of Pepper Hamilton LLP (included in its legal opinion filed as
Exhibit
5.01 to this registration statement).
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24.01
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Power
of Attorney (included on the signature page of this registration
statement).
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99.01
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Registrant’s
2005 Equity Incentive Plan, filed as Exhibit 99.01 to the Registrant’s
Registration Statement on Form S-8 (Reg. No. 333-128594) filed
with the
SEC on September 26, 2005.*
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99.02
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Amendment
No. 1 to the Registrant’s 2005 Equity Incentive Plan, filed as Exhibit
10.1 to the Registrant’s Current Report on Form 8-K (File No. 333-21615)
filed with the SEC on September 29,
2008.*
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