4
As filed with the Securities and Exchange Commission on June __, 2001
Registration No. 333-59798
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
AMENDMENT NO. 2
Registration Statement Under
THE SECURITIES ACT OF 1933
CEL-SCI CORPORATION
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(Exact name of registrant as specified in charter
Delaware 2831 52-2278236
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(State or other jurisdiction (Primary Standard Classi- (IRS Employer
of incorporation) fication Code Number) I.D. Number)
8229 Boone Blvd. #802
Vienna, Virginia 22182
(703) 506-9460
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(Address and telephone number of principal executive offices)
Geert Kersten
8229 Boone Blvd. #802
Vienna, Virginia 22182
(703) 506-9460
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(Name, address and telephone number of agent for service)
Copies of all communications, including all communications sent
to the agent for service, should be sent to:
William T. Hart, Esq.
Hart & Trinen, LLP
1624 Washington Street
Denver, Colorado 80203
303-839-0061
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box [X].
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
CALCULATION OF REGISTRATION FEE
==============================================================================
Title of each Proposed Proposed
Class of Maximum Maximum
Securities Securities Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (3) Price Fee (4)
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Common stock (1) 8,000,000 $1.44 $11,520,000 $3,041
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Common stock (2) 200,800 $1.44 289,152 77
Total $11,809,152 $3,118
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(1) Represents shares issuable to Paul Revere Capital Partners, Ltd. under
equity line of credit.
(2) Represents shares issuable upon the exercise of warrants held by Paul
Revere Capital Partners.
(3) Offering price computed in accordance with Rule 457(c).
Pursuant to Rule 416, this Registration Statement includes such
indeterminate number of additional securities as may be required for issuance
upon the exercise of the options or warrants as a result of any adjustment in
the number of securities issuable by reason of the options or warrants.
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of l933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits Page Number
3(a) Articles of Incorporation Incorporated by reference to Exhibit
3(a) of CEL-SCI's combined Registration
Statement on Form S-1 and Post-
Effective Amendment ("Registration
Statement"), Registration Nos.
2-85547-D and 33-7531.
(b) Amended Articles Incorporated by reference to Exhibit
3(a) of CEL-SCI's Registration
Statement on Form S-1, Registration
Nos. 2-85547-D and 33-7531.
(c) Amended Articles Incorporated by reference to Exhibit
(Name change only) 3(c) filed with
Registration Statement on Form S-1 (No.
33-34878).
(d) Bylaws Incorporated by reference to Exhibit
3(b) of CEL-SCI's Registration
Statement on Form S-1, Registration
Nos. 2-85547-D and 33-7531.
4(a) Specimen copy of Stock Incorporated by reference to Exhibit
Certificate 4(a) of CEL-SCI's Registration
Statement on Form S-1, Registration
Nos. 2-85547-D and 33-7531.
4(c) Form of Common Stock Incorporated by reference to Exhibit
Purchase Warrant 4(c) filed as an
exhibit to CEL-SCI's Registration
Statement on Form S-1 (Registration
No. 33-43281).
5 Opinion of Counsel _______________________________
10(e) Employment Agreement with Incorporated by reference to Exhibit
Geert Kersten 10(e) of the Company's report on Form
10-K for the year ended September 30,
2000.
10(i) Securities Purchase Agreement Incorporated by reference to Exhibit
(with schedule) 10(i) to Cel-Sci Registration Statement
on Form S-3 (Commission File Number
333-94675).
10(j) Form of Callable (Series A) Warrant
Incorporated by reference to Exhibit
10(j) to Cel-Sci Registration
Statement on Form S-3 (Commission File
Number 333-94675).
10(k) Form of Adjustable (Series B) Incorporated by reference to Exhibit
Warrant 10(k) to Cel-Sci Registration Statement
on Form S-3 (Commission File Number
333-94675).
10(l) Registration Rights Agreement Incorporated by reference to Exhibit
10(l) to Cel-Sci Registration Statement
on Form S-3 (Commission File Number
333-34604).
10(m) Securities Purchase Incorporated by reference to Exhibit
Agreement, together with 10(m) to Cel-Sci Registration Statement
Schedule required on by Form S-3 (Commission File Number
Instruction 2 to Item 333-34604)
601 of Regulation S-K
10(n) Form of Callable (Series C) Incorporated by reference to Exhibit
Warrant 10(n) to Cel-Sci Registration
Statement on Form S-3 (Commission File
Number 333-34604).
10(o) Form of Adjustable (Series D) Incorporated by reference to Exhibit
Warrant 10(o) to Cel-Sci Registration
Statement on Form S-3 (Commission File
Number 333-34604).
10(p) Registration Rights Agreement Incorporated by reference to Exhibit
10(p) to Cel-Sci Registration Statement
on Form S-3 (Commission File Number
333-34604).
10(q) Common Stock Purchase Agreement
with Paul Revere Capital Partners Ltd. Previously filed
10(r) Stock Purchase Warrant issued to
Paul Revere Capital Partners, Ltd. Previously filed
23(a) Consent of attorneys
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23(b) Consent of accountants Previously filed
(b) Financial statement schedules. None
POWER OF ATTORNEY
The registrant and each person whose signature appears below hereby
authorizes the agent for service named in this Registration Statement, with full
power to act alone, to file one or more amendments (including post-effective
amendments) to this Registration Statement, which amendments may make such
changes in this Registration Statement as such agent for service deems
appropriate, and the Registrant and each such person hereby appoints such agent
for service as attorney-in-fact, with full power to act alone, to execute in the
name and in behalf of the Registrant and any such person, individually and in
each capacity stated below, any such amendments to this Registration Statement.
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
the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Vienna, State of Virginia, on the 20th day of June,
2001.
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
/s/ Maximilian de Clara Director and Principal June 20, 2001
Maximilian de Clara Executive Officer
/s/ Geert Kersten Director, Principal June 20, 2001
Geert R. Kersten Financial Officer
and Chief Executive
Officer
Alexander G. Esterhazy Director
C. Richard Kinsolving Director
/s/ Donald Hudson Director June 20, 2001
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F. Donald Hudson