S-3 1 s55872s3104.txt AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 4, 2001 Registration Statement No. 333-_____ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------- SAFESCIENCE, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) NEVADA 2834 33-0231238 (STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.) -------------- 31 ST. JAMES AVENUE BOSTON, MASSACHUSETTS 02116 (617) 422-0674 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE) -------------- BRADLEY J. CARVER CHIEF EXECUTIVE OFFICER SAFESCIENCE, INC. 31 ST. JAMES AVENUE BOSTON, MASSACHUSETTS 02116 (617) 422-0674 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ---------------- COPIES TO: CHERYL REICIN, ESQ. MCDERMOTT, WILL & EMERY 50 ROCKEFELLER PLAZA NEW YORK, NEW YORK 10020 (212) 547-5400 ---------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. 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, 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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ X ] 333-60132 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. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] -------------- CALCULATION OF REGISTRATION FEE
-------------------------- --------------------- ----------------------- ----------------------- --------------------- Title of Each Class of Amount to Be Proposed Maximum Proposed Maximum Amount of Securities to be Registered (1) Offering Price per Aggregate Offering Registration Fee Registered Share(2) Price -------------------------- --------------------- ----------------------- ----------------------- --------------------- Common Stock, $.01 par value 108,209 $1.165 $126,063.49 $31.52 -------------------------- --------------------- ----------------------- ----------------------- ---------------------
-------- (1) The shares being registered by this registration statement include, pursuant to Rule 416 of the Securities Act, an indeterminate number of additional shares that may be issued as a result of anti-dilution provisions, stock splits, stock dividends or similar transactions. (2) Estimated solely for the purpose of determining the registration fee and computed pursuant to Rule 457(c), based upon the average of the high and low sales prices on September 27, 2001, as reported by the Nasdaq SmallCap Market. ================================================================================ INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The information in the Registration Statement filed by SafeScience, Inc. with the Securities and Exchange Commission (File No. 333-60132) pursuant to the Securities Act of 1933, as amended, is incorporated by reference into this Registration Statement. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts, on October 4, 2001. SAFESCIENCE, INC. By: /s/ Bradley J. Carver --------------------------- Bradley J. Carver Chief Executive Officer, President and Treasurer POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE --------- ----- ---- Chief Executive Officer, President, October 4, 2001 /s/ Bradley J. Carver Treasurer and Director ------------------------ (Principal Executive Officer) Bradley J. Carver Chief Financial Officer, Senior Vice October 4, 2001 /s/ John W. Burns President and Secretary ------------------------ (Principal Financial Officer) John W. Burns /s/ Patrick J. Joyce Controller October 4, 2001 ------------------------ (Principal Accounting Officer) Patrick J. Joyce * Chairman of the Board of Directors October 4, 2001 ------------------------ Brian G. R. Hughes * Director October 4, 2001 ------------------------ David W. Dube * Director October 4, 2001 ------------------------ Theodore J. Host *By: /s/ John W. Burns -------------------------------------- John W. Burns Attorney-in-fact EXHIBIT INDEX The following documents are an exhibit hereto: 5.1 Opinion of McDermott, Will & Emery as to the validity of the securities being offered. 23.1 Consent of McDermott, Will & Emery (included in Exhibit 5.1 hereto). 23.2 Consent of Arthur Andersen LLP.