PROSPECTUS Filed Pursuant to
Rule 424(b)(1) and (2)
[GRAPHIC OMITTED] Registration No. 333-69179
BIOTIME, INC.
501,654 COMMON SHARES
Issuable Upon the Exercise of Subscription Rights
BioTime, Inc. is issuing new securities called "rights." Holders of the
rights will be entitled to purchase up to an aggregate of 501,654 BioTime common
shares. You will receive rights from BioTime if you owned BioTime shares as of
the close of business on January 5, 1999, which has been set as the record date.
You will receive one right for each common share that you owned on the record
date. The rights will entitle you to subscribe for and purchase one new common
share for every 20 rights you hold. The subscription price is $9.75 per share.
The rights will expire at 5:00 p.m. New York City time on March 9, 1999.
By exercising your rights, you will be able to purchase BioTime shares at
a price below market, without incurring broker's commissions. By
over-subscribing, you may be able to purchase any shares that are left over by
shareholders who fail to exercise their rights. BioTime may also issue up to
250,000 additional shares to fill over-subscriptions.
The common shares are authorized for trading on the Nasdaq National Market
under the symbol BTIM. The rights will be transferable and have been approved
for trading on the Nasdaq SmallCap Market under the symbol BTIMR.
----------------
These securities involve a high degree of risk and should be purchased only by
persons who can afford the loss of their entire investment. See "Risk Factors"
on page 7.
----------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is
a criminal offense.
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Price to Proceeds to the
the Public Company
- --------------------------------------------------------------------------------
Per Share ................................... $9.75 $4,891,126.50
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Total ....................................... $9.75 $4,891,126.50
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Expenses of the rights offer are estimated to be $115,000. No underwriting
discounts or commissions will be paid.
The date of this prospectus is February 12, 1999
[This Page Intentionally Left Blank]
PROSPECTUS SUMMARY
The following summary explains only some of the information in this
prospectus. More detailed information about BioTime and the rights offer, and
financial statements appear elsewhere in this prospectus or in the documents
incorporated by reference into this prospectus.
This prospectus is part of a registration statement on Form S-3 that we
have filed with the Securities and Exchange Commission. The SEC allows us to
"incorporate by reference" information that we file with them. This means that
we can disclose important information to you by referring you to other documents
that we have filed with the SEC. The information that is incorporated by
reference is considered part of this prospectus, and information that we file
later will automatically update and may supersede this information. For further
information about BioTime and the securities being offered, you should refer to
the registration statement and the documents that are incorporated by reference.
See "Incorporation of Certain Information by Reference" elsewhere in this
prospectus.
Statements contained in this prospectus that are not historical facts may
constitute forward-looking statements that are subject to risks and
uncertainties that could cause actual results to differ materially from those
discussed. Words such as "expects," "may," "will," "anticipates," "intends,"
"plans," "believes," "seeks," "estimates," and similar expressions identify
forward-looking statements. See "Risk Factors."
The Company
BioTime is developing synthetic solutions that can be used as blood plasma
volume expanders, blood replacement solutions during "hypothermic" or low
temperature surgery, and organ preservation solutions. Plasma volume expanders
are used to treat decreased blood volume resulting from blood loss in surgical
or trauma patients. We are developing products that may be used in large
volumes, even when blood loss becomes so severe that a transfusion of packed red
blood cells or other blood products is required. We are also developing a
specially formulated hypothermic blood replacement solution that would be used
for the replacement of a patient's circulating blood volume during cardiac
surgery, neurosurgery and other surgeries that involve lowering the patient's
body temperature.
Our first three blood volume replacement products are Hextend(R),
PentaLyte(R), and HetaCool(TM). Hextend and PentaLyte are our proprietary
hydroxyethyl starch-based synthetic blood plasma volume expanders designed to
treat loss of blood volume in surgery and trauma care patients. Hextend and
PentaLyte may be used in similar surgical and trauma care procedures, but
Hextend is designed for use when for medical reasons a physician determines to
use a plasma volume expander that remains in the patient's blood stream longer.
HetaCool is a modified formulation of Hextend and is specifically designed for
use at low temperatures.
We have completed the submission of a new drug application to the United
States Food and Drug Administration, seeking approval to market Hextend in the
United States. The FDA has completed its review of our application, and during
November 1998 we received an action letter from them requesting several
clarifications. We have responded to the FDA's request and we are presently
awaiting their approval.
BioTime and Abbott Laboratories have entered into a license agreement under
which we granted to Abbott an exclusive license to manufacture and sell Hextend
in the United States and Canada for all therapeutic uses other than those
involving hypothermic surgery, or the replacement of substantially all of a
patient's circulating blood volume. We still retain all rights to manufacture,
sell or license Hextend and other products in all other countries.
3
BioTime was incorporated under the laws of the State of California on
November 30, 1990. BioTime's principal office is located at 935 Pardee Street,
Berkeley, California 94710. Its telephone number is (510) 845-9535.
Hextend(R) and PentaLyte(R) are registered trademarks, and HetaCool(TM) is
a trademark, of BioTime, Inc.
Purpose of the Rights Offer
The Board of Directors of BioTime has determined that it is necessary for
BioTime to raise additional capital at this time to finance its operations,
including:
* Costs of conducting additional clinical trials of BioTime products;
* Costs of seeking foreign regulatory approval of Hextend;
* Continued research and product development; and
* General and administrative expenses.
We are issuing the rights to raise additional capital without diluting the
ownership interests of existing shareholders who exercise their rights, and
without paying underwriting commissions and expenses. Shareholders who exercise
their rights will be able to purchase shares at a price below market, without
incurring broker's commissions.
Generally, shareholders who exercise their rights in full will be able to
maintain their prorata share of BioTime's outstanding common shares. However, if
the rights offer is over-subscribed and BioTime issues additional common shares
to fill over-subscriptions, shareholders who do not purchase their prorata
portion of those additional shares by over-subscribing would experience a
reduction in their percentage interests in BioTime's outstanding shares. The
distribution of the rights to shareholders will also afford those shareholders
who choose not to exercise their rights the potential of receiving a cash
payment upon the sale of their rights. Therefore, the receipt of rights by
shareholders who choose not to exercise their rights may be viewed as
compensation for the possible dilution.
Terms of The Rights Offer
Securities Offered .......... The rights will entitle you to subscribe for and
purchase one new common share for every 20 rights
you hold.
Subscription Price .......... The subscription price per common share is $9.75.
Over-Subscription
Privilege .................. Shareholders who fully exercise the rights
initially issued to them will be entitled to the
additional privilege of subscribing for and
purchasing any common shares not acquired by
other holders of rights. See "The Rights
Offer--Over-Subscription Privilege."
4
How to Exercise Rights ...... The rights will be evidenced by subscription
certificates, which will be distributed to
shareholders. You may exercise your rights by
completing the subscription certificate and
delivering it, together with payment of the
subscription price, to the subscription agent,
American Stock Transfer & Trust Company, 40 Wall
Street, 46th Floor, New York, New York 10005.
Payment may be made either by check drawn on a
United States bank, or by notice of guaranteed
delivery, as explained under "The Rights
Offer--Payment for Shares." Rights must be
exercised no later than the expiration date. You
may not rescind a purchase after exercising your
rights.
Sale of Rights .............. The rights are transferable until the last
business day prior to the expiration date. A
business day is a day on which Nasdaq trades. The
rights have been authorized for trading on
Nasdaq. Trading of the rights will be conducted
on a regular-way basis from February 17, 1999
through the last business day prior to the
expiration date. Any commissions in connection
with the sale of rights will be paid by the
selling rights holder. BioTime and the
subscription agent cannot assure that a market
for the rights will develop, or the prices at
which rights may be sold if a market does
develop.
Participation by Officers,
Directors and Certain
Financial Consultants ...... Officers, directors, and certain financial
consultants of BioTime who own, in the aggregate,
2,341,989 common shares, have informed BioTime
that they intend to purchase up to 117,099 common
shares through the exercise of rights distributed
to them, provided that suitable financial
arrangements can be made, but they are not
legally bound to do so.
Foreign Restrictions ........ Subscription certificates will not be mailed to
shareholders whose addresses of record are
outside the United States. The rights will be
held by the subscription agent for foreign
shareholders' accounts until instructions are
received to exercise, sell or transfer the
rights. If no instructions are received by 12:00
noon, New York time on March 4, 1999, which is
three business days prior to the expiration date,
the subscription agent will use its best efforts
to sell the rights of foreign shareholders. The
net proceeds, if any, from such a sale will be
paid to the foreign shareholders on a prorata
basis. See "The Rights Offer--Foreign
Shareholders."
Important Dates to
Remember ................... Record Date: January 5, 1999
Expiration Date: March 9, 1999
Last Date of Guaranteed Delivery: March 12, 1999
5
Amendment, Extension
or Termination of
the Rights Offer ........... BioTime may, in its sole discretion: (a)
terminate the rights offer prior to delivery of
the common shares for which rights holders have
subscribed; (b) extend the expiration date to a
later date; (c) change the record date prior to
the distribution of the rights to shareholders;
or (d) amend or modify the terms of the rights
offer.
6
RISK FACTORS
An investment in the common shares involves a high degree of risk. You
should purchase the common shares only if you can afford to lose your entire
investment. Before deciding to purchase any of the common shares offered by this
prospectus, you should consider the following factors which could materially
adversely affect the proposed operations and prospects of BioTime and the value
of an investment in BioTime. There may be other factors that are not mentioned
here or of which we are not presently aware that could also affect BioTime's
operations.
If We Do Not Receive FDA And Other Regulatory Approvals We Will Not Be Permitted
To Sell Our Products
The products that we develop cannot be sold until the FDA and corresponding
foreign regulatory authorities approve the products for medical use. This means
that:
* We will have to conduct expensive and time consuming clinical trials of
new products;
* We will incur the expense and delay inherent in seeking FDA approval of
new products;
* A product that is approved may be subject to restrictions on use;
* The FDA can recall or withdraw approval of a product if problems arise;
and
* We will face similar regulatory issues in foreign countries.
Because Our Products Are Not Yet On The Market, We Cannot Be Sure If We Will
Receive Revenues From Product Sales
* Our products are not yet on the market;
* Our products cannot be sold until the products are approved by the FDA
and foreign regulatory authorities;
* We have not yet received FDA approval to sell any of our products; and
* It can take several months for a pharmaceutical company to introduce a
new product to the market.
We May Not Succeed In Marketing Our Products Due To The Availability Of
Competing Products
Our ability to generate operating revenue depends upon our success in
developing and marketing our products. There can be no assurance that any of our
products will be successfully marketed or that we will receive sufficient
revenues from product sales to meet our operating expenses or to earn a profit.
* Physicians and hospitals may be reluctant to try a new product due to
the high degree of risk associated with the application of new
technologies and products in the field of human medicine.
* Our plasma expander products will compete with other products,
including albumin and other colloid solutions, and crystalloid
solutions. Some of these products, in particular crystalloid solutions,
are commonly used in surgery and trauma care and sell at low prices.
* In order to compete with other products, particularly those that sell
at lower prices, BioTime products will have to be recognized as
providing medically significant advantages.
* Competing products are being manufactured and marketed by established
pharmaceutical companies with more resources than BioTime. For example,
DuPont Pharmaceuticals presently markets Hespan, an artificial plasma
volume expander, and Viaspan, a solution for use in the preservation of
kidneys, livers and pancreases for surgical transplant. Abbott
manufactures and sells a generic equivalent of Hespan.
* There also is a risk that BioTime's competitors may succeed in
developing safer or more effective products that could render our
products and technologies obsolete or noncompetitive.
7
We Will Spend A Substantial Amount Of Our Capital On Research And Development
But We Might Not Succeed in Developing Products and Technologies That Are Useful
In Medicine
* We are attempting to develop new medical products and technologies.
* Many of BioTime's experimental products and technologies have not been
applied in human medicine and have only been used in laboratory studies
on animals, and there can be no assurance that those products will
prove to be useful in human medicine.
* The experimentation we are doing is costly, time consuming and
uncertain as to its results.
* If we are successful in developing a new technology or product,
refinement of the new technology or product and definition of the
practical applications and limitations of the technology or product may
take years and require the expenditure of large sums of money.
We Might Not Be Able To Raise Additional Capital Needed To Pay Our Operating
Expenses
We may need to raise additional capital after the rights offer. There can
be no assurance that we will be able to raise additional funds on favorable
terms or at all, or that any funds raised will be sufficient to permit BioTime
to develop and market its products. Unless BioTime is able to generate
sufficient revenue or raise additional funds when needed, it is likely that it
will be unable to continue its planned activities, even if it is making progress
with its research and development projects. We believe that our cash on hand
before the rights offer will be sufficient to permit BioTime to continue in
operation for at least 12 months. We expect to continue to incur substantial
research, product development, and regulatory expenses.
If We Are Unable To Enter Into Additional Licensing Or Manufacturing
Arrangements, We May Have To Incur Significant Expenses To Acquire Manufacturing
Facilities And A Marketing Organization
BioTime presently does not have adequate facilities or resources to
manufacture its products or the hydroxyethyl starches used in its products. We
have granted Abbott an exclusive license to manufacture and market Hextend in
the United States and Canada, and we plan to enter into arrangements with
pharmaceutical companies for the production and marketing of BioTime products in
other countries. Although a number of other pharmaceutical companies have
expressed their interest in obtaining licenses to manufacture and market BioTime
products in other countries, there can be no assurance that we will be
successful making other licensing arrangements. If additional licensing or
manufacturing arrangements cannot be made on acceptable terms, we may have to
construct or acquire our own manufacturing facilities and to establish our own
marketing organization, which would entail significant expenditures of time and
money.
Our Patents May Not Protect Our Products From Competition
BioTime has patents in the United States, Israel, and South Africa, and has
filed patent applications in other foreign countries, for certain products,
including Hextend, HetaCool, and PentaLyte. No assurance can be given that any
additional patents will be issued to us, or that, if issued, those patents will
provide BioTime with meaningful patent protection, or that others will not
successfully challenge the validity or enforceability of any patent issued to
BioTime. The costs required to uphold the validity and prevent infringement of
any patent issued to BioTime could be substantial, and we might not have the
resources available to defend our patent rights.
The Price And Sales Of Our Products May Be Limited By Health Insurance Coverage
And Government Regulation
Success in selling BioTime's products may depend in part on the extent to
which health insurance companies, HMOs, and government health administration
authorities such as Medicare and Medicaid will pay for the cost of the products
and related treatment. There can be no assurance that adequate health insurance,
HMO, and government coverage will be available to permit our products to be sold
at prices high enough for us to generate a profit. In some foreign countries,
pricing or profitability of
8
health care products is subject to government control. In the United States,
there have been a number of federal and state proposals to implement similar
government controls, and new proposals are likely to be made in the future.
Our Business Could Be Adversely Affected If We Lose The Services Of The Key
Personnel Upon Whom We Depend
BioTime depends to a considerable degree on the continued services of its
executive officers. Although BioTime maintains key man life insurance in the
amount of $1,000,000 on the life of Dr. Paul Segall, the loss of the services of
any of the executive officers could have a material adverse effect on BioTime.
In addition, our success will depend, among other factors, upon successful
recruitment and retention of additional highly skilled and experienced
management and technical personnel.
Sales Of Our Products Could Be Impaired If Year 2000 Problems Impede Our
Manufacturers And Suppliers
Because we do not have our own pharmaceutical production facilities, we
will rely upon Abbott and others to manufacture and distribute our products. Our
future sales could be adversely affected if year 2000 problems were to impede
the ability of those companies to manufacture and distribute our products or to
provide raw materials used in the manufacture of our products. We do not have a
contingency plan to address those problems if they were to arise, and we may not
be able to replace Abbott or any other company that may obtain a license to
manufacture and distribute our products. Abbott has announced the implementation
of a program to assess and remedy any year 2000 problems that may affect its
operations, and has asked its key suppliers to certify that their systems are
year 2000 compliant. The results of the year 2000 compliance programs
implemented by Abbott and its suppliers are not presently known.
Because We Do Not Pay Dividends, Our Stock May Not Be A Suitable Investment For
Anyone Who Needs To Earn Dividend Income
BioTime does not pay cash dividends on its common shares. For the
foreseeable future we anticipate that any earnings generated in our business
will be used to finance the growth of BioTime and will not be paid out as
dividends to our shareholders. This means that our stock may not be a suitable
investment for anyone who needs to earn income from their investments.
Because We Are A Drug Development Company, The Price Of Our Stock May Rise And
Fall Rapidly
The common shares are traded on Nasdaq. The market price of the common
shares, like that of the common stock of many biotechnology companies, has been
highly volatile. The price of BioTime shares may rise rapidly in response to
certain events, such as the commencement of clinical trials of an experimental
new drug, even though the outcome of those trials and the likelihood of ultimate
FDA approval remains uncertain. Similarly, prices of BioTime shares may fall
rapidly in response to certain events such as unfavorable results of clinical
trials or a delay or failure to obtain FDA approval. In the event that BioTime
achieves earnings from the sale of products, securities analysts may begin
predicting quarterly earnings. The failure of BioTime's earnings to meet
analysts' expectations could result in a significant rapid decline in the market
price of BioTime's common shares. In addition, the stock market has experienced
and continues to experience extreme price and volume fluctuations which have
affected the market price of the equity securities of many biotechnology
companies and which have often been unrelated to the operating performance of
these companies. Broad market fluctuations, as well as general economic and
political conditions, may adversely affect the market price of the common
shares.
The Market Price Of Our Common Shares Could Decline If We Do Not Meet The
Requirements For Continued Listing On Nasdaq
BioTime's common shares are traded on the Nasdaq National Market, which has
adopted rules that establish criteria for initial and continued listing of
securities. Under the rules for continued
9
listing on the Nasdaq National Market, a company must maintain at least
$4,000,000 of net tangible assets, or a market capitalization of at least
$50,000,000, or total assets and total revenue of at least $50,000,000 for the
most recently completed fiscal year or two of the three most recently completed
fiscal years. Although BioTime had a market capitalization in excess of
$50,000,000 on the date of this prospectus, and will have net tangible assets in
excess of $4,000,000 if a sufficient number of common shares are sold in the
Rights offer, future losses from operations could cause BioTime's net tangible
assets or market capitalization to decline below the Nasdaq listing criteria in
the future. If the common shares are delisted from the Nasdaq National Market,
trading in the common shares could be conducted on the Nasdaq SmallCap Market or
on an electronic bulletin board established for securities that do not meet the
Nasdaq listing requirements. If the common shares were delisted from the Nasdaq
National Market and were not listed on the Nasdaq SmallCap Market, they would be
subject to the so-called penny stock rules that impose restrictive sales
practice requirements on broker-dealers who sell those securities. Consequently,
delisting, if it occurred, could affect the ability of shareholders to sell
their common shares in the secondary market.
THE COMPANY
BioTime is developing synthetic solutions that can be used as blood plasma
volume expanders, blood replacement solutions during "hypothermic" or low
temperature surgery, and organ preservation solutions. Plasma volume expanders
are used to treat decreased blood volume resulting from blood loss in surgical
or trauma patients. We are developing products that may be used in large
volumes, even when blood loss becomes so severe that a transfusion of packed red
blood cells or other blood products is required. We are also developing a
specially formulated hypothermic blood replacement solution that would be used
for the replacement of a patient's circulating blood volume during cardiac
surgery, neurosurgery and other surgeries that involve lowering the patient's
body temperature.
Our first three blood volume replacement products are Hextend, PentaLyte,
and HetaCool. Hextend and PentaLyte are our proprietary hydroxyethyl
starch-based synthetic blood plasma volume expanders designed to treat loss of
blood volume in surgery and trauma care patients. Hextend and PentaLyte may be
used in similar surgical and trauma care procedures, but Hextend is designed for
use when for medical reasons a physician determines to use a plasma volume
expander that remains in the patient's blood stream longer. HetaCool is a
modified formulation of Hextend and is specifically designed for use at low
temperatures.
Hextend, PentaLyte and HetaCool have been formulated to maintain the
patient's tissue and organ function by sustaining the patient's fluid volume and
physiological balance. Other products, known as colloid and crystalloid
solutions, are being marketed by other companies for use in maintaining patient
fluid volume in surgery and trauma care, but the use of those solutions can
contribute to patient morbidity, including conditions such as hypovolemia,
edema, impaired blood clotting, acidosis, and other biochemical imbalances.
Hextend, PentaLyte, and HetaCool contain ingredients that may prevent or reduce
the physiological imbalances that can cause those problems. Our products do not
contain albumin. Albumin produced from human plasma is expensive and subject to
supply shortages, and a recent FDA warning has cautioned physicians about the
risk of administering albumin to seriously ill patients.
We have submitted a new drug application to the FDA, seeking approval to
market Hextend in the United States. The FDA has completed its review of our
application, and during November 1998 we received an action letter from them
requesting several clarifications. We have responded to the FDA's request and we
are presently awaiting their approval.
The new drug application includes data from our Phase III clinical trials,
in which the primary endpoints were successfully met when Hextend was used as a
plasma volume expander in surgery. An important goal of the Hextend development
program was to produce a product that can be used in multi-liter volumes to
treat patients who have lost a large volume of blood. An average of 1.6 liters
of Hextend was used in the clinical trials, and volumes ranging from two to five
liters were used in some
10
of the higher blood loss cases. The safety related secondary endpoints targeted
in the study included those involving coagulation. We believe that the low
incidence of adverse events related to blood clotting in the Hextend patients
demonstrates that Hextend may be safely used in large amounts. However, the FDA
will make its own evaluation of the clinical trial data and there is no
assurance that the FDA will approve BioTime's new drug application.
On April 23, 1997, BioTime and Abbott Laboratories entered into a license
agreement under which we granted to Abbott an exclusive license to manufacture
and sell Hextend in the United States and Canada for all therapeutic uses other
than those involving hypothermic surgery or the replacement of substantially all
of a patient's circulating blood volume. We still retain all rights to
manufacture, sell or license Hextend and other products in all other countries.
Under the license agreement, Abbott agreed to pay BioTime up to $40,000,000
in license fees based upon product sales and the achievement of certain
milestones. So far, we have received $1,650,000 of license fee milestone
payments. In addition to the license fees, Abbott will pay us a royalty on
annual net sales of Hextend. The royalty rate will be 5% plus an additional .22%
for each $1,000,000 of total annual net sales, up to a maximum annual royalty
rate of 36%. The royalty rate for each year will be applied on a total net sales
basis so that once the highest royalty rate for a year is determined, that rate
will be paid with respect to all sales for that year. Abbott's obligation to pay
royalties on sales of Hextend will expire in the United States or Canada when
all patents protecting Hextend in the applicable country expire and any third
party obtains certain regulatory approvals to market a generic equivalent
product in that country. Abbott also agreed to manufacture Hextend for sale by
BioTime in the event that Abbott's exclusive license is terminated prior to
expiration.
In order to preserve its rights to obtain an exclusive license for
PentaLyte under the license agreement, Abbott notified us that Abbott will
supply BioTime with batches of PentaLyte, characterization and stability
studies, and other regulatory support needed for BioTime to file an
investigational new drug application and to conduct clinical studies.
We plan to enter global markets through licensing agreements with over-seas
pharmaceutical companies. We are in various stages of negotiations to license
our products to pharmaceutical companies in countries outside the United States
and Canada. By licensing our products abroad, we will avoid the capital costs
and delays inherent in acquiring or establishing our own pharmaceutical
manufacturing facilities and establishing an international marketing
organization.
A number of pharmaceutical companies in Europe, Asia and other markets
around the world have expressed their interest in obtaining licenses to
manufacture and market BioTime products. We met with representatives of Nihon
Pharmaceutical Company, Ltd. in Japan to discuss the development of BioTime
products for the Japanese market, and the development of a clinical trial
program to obtain Japanese regulatory approval. Nihon previously signed a letter
of intent to negotiate a licensing agreement to manufacture and market our
products in Japan. Nihon is a subsidiary of Takeda Chemical Industries, Japan's
largest pharmaceutical manufacturer.
We are also pursuing a global clinical trial strategy, the goal of which is
to permit BioTime to obtain regulatory approval for its products as quickly and
economically as practicable. For example, the United States Phase III clinical
trials of Hextend involved 120 patients and were completed in less than 12
months. Although regulatory requirements vary from country to country, we may be
able to file applications for foreign regulatory approval of our products based
upon the results of the United States clinical trials. Based upon discussions
with the Canadian Bureau of Pharmaceutical Assessment, we plan to file for
Canadian market approval based upon the results of our United States clinical
trials. Regulatory approvals for countries that are members of the European
Union may be obtained through a mutual recognition procedure. We plan to
determine whether one or more member nations will accept an application based
upon the United States clinical trials. If approvals based upon those trials can
be obtained in the requisite number of member nations, then we would be
permitted to market Hextend in all 16 member nations.
We are conducting a pilot study of the use of Hextend to treat hypovolemia
in geriatric patients undergoing high blood loss surgery. This new clinical
trial is a double blind study designed to compare
11
Hextend with a hetastarch in saline solution and is intended to confirm and
expand upon the results of the United States Phase III trials. This pilot study
may be used to design larger scale trials that may be needed to obtain
regulatory approval in Western Europe. Approximately 62 patients 65 years of age
or older will be studied. The geriatric population generally experiences a
higher degree of inter-operative and post-operative mortality and morbidity than
younger patients undergoing similar major surgery. We believe that in a study
involving geriatric patients the advantages of Hextend will most clearly and
consistently be seen. The trial is being conducted at the Middlesex and Royal
Free Hospitals of the University College London Hospitals in London, England.
12
THE RIGHTS OFFER
Issuance of Rights
BioTime is issuing "Rights" to subscribe for common shares. The Rights will
be issued to shareholders who owned BioTime shares as of the close of business
on January 5, 1999, which has been set as the record date. Beneficial owners of
shares held in the name of Cede & Co. as nominee for The Depository Trust
Company, or in the name of any other depository or nominee, on the record date
will also receive Rights. Each shareholder will be issued one Right for each
common share owned on the record date. No fractional Rights will be issued. The
Rights entitle the holders to acquire one common share for each 20 Rights held
by paying the subscription price. Any shareholder who is issued fewer than 20
Rights may subscribe for one full common share at the subscription price. The
Rights will be evidenced by subscription certificates (see Appendix A) which
will be mailed to shareholders other than foreign shareholders whose record
addresses are outside the United States. The United States includes the fifty
states, the District of Columbia, U.S. territories and possessions.
The Rights issued to foreign shareholders will be held by the subscription
agent for their accounts until instructions are received to exercise, sell, or
transfer those Rights. Foreign shareholders may exercise their Rights only if it
is permissible to do so under applicable foreign securities laws. If no
instructions have been received by 12:00 noon, New York City time, three
business days prior to the expiration date, the subscription agent will use its
best efforts to sell the Rights of those foreign shareholders on Nasdaq. The net
proceeds from the sale of those Rights will be paid to the foreign shareholders.
See "Sale of Rights".
Officers, directors, and certain financial consultants of BioTime who own,
in the aggregate, 2,341,989 common shares, have informed BioTime that they
intend to purchase up to 117,099 common shares through the exercise of the
Rights distributed to them, provided that suitable financial arrangements can be
made, but they are not legally bound to do so. Any common shares acquired by
officers, directors and other persons who are "affiliates" of BioTime, as that
term is defined under the Securities Act of 1933, may only be sold in accordance
with Rule 144 under the Securities Act or pursuant to an effective registration
statement under the Securities Act. In general, under Rule 144, as currently in
effect, an "affiliate" of BioTime is entitled to sell, within any three-month
period, a number of shares that does not exceed the greater of 1% of the
then-outstanding common shares or the average weekly reported trading volume of
the common shares during the four calendar weeks preceding the sale. Sales under
Rule 144 are also subject to certain restrictions on the manner of sale, to
notice requirements and to the availability of current public information about
BioTime.
Purpose of the Rights Offer
The Board of Directors of BioTime has determined that it is necessary for
BioTime to raise additional capital at this time to finance its operations,
including:
* Costs of conducting additional clinical trials of BioTime products;
* Costs of seeking foreign regulatory approval of Hextend;
* Continued research and product development; and
* General and administrative expenses.
BioTime is waiting for FDA approval to market Hextend in the United States.
Abbott Laboratories has the exclusive right to market Hextend in the United
States following FDA approval, but several months will elapse between the
commencement of marketing and the payment of royalties and licensing fees on the
sale of Hextend. Until BioTime begins to receive sufficient revenues from
product sales and licensing fees from Abbott or other companies that may obtain
a license to sell BioTime products, it will have to finance its operations with
its cash on hand, the funds received from shareholders who exercise their
Rights, and any additional capital raised through other sales of equity
securities.
13
The Rights offer provides an opportunity for BioTime to raise additional
capital without diluting the ownership interests of existing shareholders who
exercise their Rights, and without paying underwriting commissions and expenses.
Shareholders who exercise their Rights will be able to purchase BioTime shares
at a price below market, without incurring broker's commissions. Generally,
shareholders who exercise their Rights in full will be able to maintain their
prorata share of BioTime's outstanding common shares. However, if the Rights
offer is over-subscribed and BioTime issues additional common shares to fill
over-subscriptions, shareholders who do not purchase their prorata portion of
those additional shares through the over-subscription privilege would experience
a reduction in their percentage interests in BioTime's outstanding shares. The
distribution of the Rights to shareholders will also afford those shareholders
who choose not to exercise their Rights the potential of receiving a cash
payment upon the sale of their Rights. Therefore, the receipt of Rights by
shareholders who choose not to exercise their Rights may be viewed as
compensation for the possible dilution of their interest in BioTime.
We considered other financing alternatives, including a private placement
or underwritten public offering of newly issued shares. Those alternatives would
have entailed the payment of commissions and fees to broker-dealers, and would
also have been dilutive to BioTime shareholders because the shares would have
been sold to new investors. In the case of a private placement, the sale would
probably have been made at a discount to market. In contrast, the sale of shares
through the Rights offer will permit BioTime to incur lower transaction fees in
raising capital and will permit the shareholders who exercise their Rights to
enjoy the price discount that might otherwise have been realized by new
investors. During January and February 1997, BioTime conducted a similar
subscription rights offer that was over-subscribed, leading BioTime to conclude
that the Rights offer might be a better alternative to the other sources of
financing.
The Subscription Price
The subscription price for the common shares to be issued pursuant to the
Rights offer is $9.75. We announced the Rights offer on December 18, 1998. The
last reported sale price of the common shares on Nasdaq on December 18, 1998 and
February 11, 1999, was $13.625 and $17.625, respectively.
Expiration of the Rights Offer
The Rights offer will expire at 5:00 p.m., New York City time, on March 9,
1999, the expiration date. Rights will expire on the expiration date and may not
be exercised after that date.
Exercise of Rights
In order to exercise your Rights you must do all of the following:
* Fill in and sign the reverse side of the subscription certificate which
accompanies this prospectus;
* Deliver the completed and signed subscription certificate to the
subscription agent with your payment in full for the common shares you
wish to purchase. You may use the enclosed envelope to mail the
subscription certificate and payment to the subscription agent or you
may arrange for one of the alternative methods of delivery described
below.
* The method of making payment for your shares is described below under
"Payment for Shares."
* Properly completed and executed subscription certificates must be
received by the subscription agent at the offices of the subscription
agent at the address set forth below prior to 5:00 p.m., New York City
time, on the expiration date, unless payment is effected by means of a
notice of guaranteed delivery as described below under "Payment for
Shares."
* Rights may also be exercised through a broker, who may charge you a
servicing fee.
14
You should send your signed subscription certificates, accompanied by
payment of the subscription price, to American Stock Transfer & Trust Company,
the subscription agent, by one of the methods described below:
(1) By mail or by hand:
American Stock Transfer & Trust Company
40 Wall Street, 46th Floor
New York, New York 10005
(2) By express mail or overnight courier:
American Stock Transfer & Trust Company
Exchanges and Tenders
40 Wall Street, 46th Floor
New York, New York 10005
(3) By facsimile (telecopier):
(718) 236-4588 or (718) 234-5001
You should confirm that your facsimile has been received by contacting the
subscription agent by telephone at (718) 921-8200. If you deliver your
subscription certificate by telecopier, you must send the original subscription
certificate to the subscription agent by mail or hand delivery.
Do not send subscription certificates to BioTime.
A subscription will be deemed accepted by the subscription agent when
payment, together with a properly completed and executed subscription
certificate, is received by the subscription agent at its Exchanges and Tenders
Department.
If you are issued fewer than 20 Rights, you may subscribe for one full
common share. Fractional shares will not be issued, and if after exercising your
Rights you are left with fewer than 20 Rights, you will not be able to exercise
your remaining Rights.
If you do not indicate the number of Rights you are exercising, or if you
do not deliver full payment of the subscription price for the number of shares
that you indicate you are subscribing for, then you will be deemed to have
exercised Rights to purchase the maximum number of common shares determined by
dividing the total subscription price you paid by the subscription price per
share.
If you submit payment for more shares than may be purchased through the
regular exercise of your Rights, your excess payment will be deemed to be a
subscription payment for additional shares through the over-subscription
privilege. The number of additional shares that you will be deemed to have
subscribed for in the over-subscription privilege will be determined by dividing
the amount of the excess payment by the subscription price per share.
All questions concerning the timeliness, validity, form and eligibility of
any exercise of Rights or subscriptions pursuant to the over-subscription
privilege will be determined by BioTime. BioTime's determination will be final
and binding. BioTime in its sole discretion may waive any defect or
irregularity, or may permit any defect or irregularity to be corrected, within
such time as BioTime may determine. BioTime may reject, in whole or in part, the
purported exercise of any Right or any subscription pursuant to the
over-subscription privilege. Neither BioTime nor the subscription agent will be
under any duty or obligation to give any notification or to permit the cure of
any defect or irregularity in connection with the submission of any subscription
certificate, the exercise or attempt to exercise any Right or the
over-subscription privilege, or the payment of the subscription price.
Subscriptions through the exercise of Rights or the over-subscription privilege
will not be deemed to have been received or accepted by BioTime until all
irregularities or defects have been waived by BioTime or cured to the
satisfaction of, and within the time allotted by, BioTime in its sole
discretion.
15
Over-Subscription Privilege
The over-subscription privilege may allow you to acquire more common shares
than the number issuable upon the exercise of the Rights initially issued to
you. By exercising the over-subscription privilege, you may purchase any shares
that are left over by shareholders who fail to exercise their Rights.
The over-subscription privilege may only be exercised by Rights holders who
were shareholders on the record date and who exercise all of the Rights they
received from BioTime. Any person who purchases Rights and who was not a
shareholder on the record date may not exercise the over-subscription privilege.
Shareholders such as broker-dealers, banks, and other professional
intermediaries who hold shares on behalf of clients, may participate in the
over-subscription privilege for the client if the client fully exercises all
Rights attributable to him.
If you are eligible to exercise the over-subscription privilege and you
wish to do so, you should indicate on your subscription certificate how many
common shares you are willing to acquire through the over-subscription
privilege. If sufficient common shares remain unsold, all over-subscriptions
will be honored in full.
If you were a shareholder on the record date and you wish to exercise the
over-subscription privilege through The Depository Trust Corporation, you must
properly execute and deliver to the subscription agent a DTC Participant
Over-Subscription Form, together with payment of the subscription price for the
number of common shares that you wish to purchase through the over-subscription
privilege. Copies of the DTC Participant Over-Subscription Form may be obtained
from the subscription agent. Your properly executed DTC Participant
Over-Subscription Form and payment must be received by the subscription agent at
or prior to 5:00 p.m., New York City time on the expiration date.
If you are eligible to exercise the over-subscription privilege but you do
not deliver full payment of the subscription price for the number of shares that
you indicate you are subscribing for through the over-subscription privilege,
then you will be deemed to have exercised the over-subscription privilege to
purchase the maximum number of common shares determined by dividing the total
subscription price paid (in excess of the subscription price for the number of
common shares you purchased through the full exercise of your Rights) by the
subscription price per share.
If subscriptions for common shares through the over-subscription privilege
exceed the initial 501,654 common shares being offered by BioTime through the
exercise of the Rights, BioTime may issue up to 250,000 additional common shares
to fill all or a portion of the over-subscriptions. The issuance of additional
common shares to fill over-subscriptions may dilute the percentage ownership
interests of other shareholders.
BioTime will not be obligated to issue any common shares to fill
over-subscriptions, but it may do so in its sole and absolute discretion.
BioTime reserves the right to limit the number of common shares issued to fill
an over-subscription from any single shareholder or from shareholders that are
known or believed by BioTime to be under common control or acting as a group for
the purpose of acquiring common shares.
Subject to the right of BioTime to limit the number of common shares
issuable to any shareholder, if the Rights offer is over-subscribed so that
over-subscriptions cannot be filled in full, the available common shares will be
allocated among those who over-subscribe based on the number of Rights
originally issued to them, so that the number of common shares issued to
shareholders who subscribe pursuant to the over-subscription privilege will
generally be in proportion to the number of common shares owned by them on the
record date. The percentage of available common shares each over-subscribing
shareholder may acquire may be rounded up or down to result in delivery of whole
shares. The allocation process may involve a series of allocations in order to
assure that the total number of shares available for over-subscriptions is
distributed on a prorata basis. If you are not allocated the full amount of
shares that you subscribe for pursuant to the over-subscription privilege, you
will receive a refund of the subscription price you paid for shares that are not
allocated to and purchased by you. The refund will be made by a check mailed by
the subscription agent.
16
Payment for Shares
If you wish to exercise your Rights or to acquire common shares pursuant to
the over-subscription privilege, you may choose between the following methods of
payment:
1. You may send to the subscription agent full payment for all of the
common shares you wish to acquire. Include full payment for any additional
common shares that you desire to acquire through the over-subscription
privilege, if you are entitled to exercise the over-subscription privilege.
Make sure that your payment is accompanied by your completed and signed
subscription certificate. The payment and properly completed and executed
subscription certificate must be received by the subscription agent no
later than 5:00 p.m., New York City time, on the expiration date. The
subscription agent will deposit all checks received by it for the purchase
of common shares into a segregated interest-bearing account of BioTime
pending proration and distribution of common shares. The interest earned on
the account will belong to BioTime.
To be accepted, a payment pursuant to this method must be made
in the following manner:
* The payment must be in U.S. dollars;
* The payment must be by money order or check drawn on a bank located in
the United States;
* The payment must be payable to BioTime, Inc.; and
* The payment must accompany a properly completed and executed
subscription certificate.
2. Alternatively, a subscription will be accepted by the subscription
agent if the subscription agent has received a notice of guaranteed
delivery by facsimile telecopy or otherwise from a bank, a trust company,
or a New York Stock Exchange member guaranteeing delivery of (1) payment of
the full subscription price for the common shares subscribed for, including
any additional common shares subscribed for pursuant to the
over-subscription privilege, and (2) a properly completed and executed
subscription certificate. The notice of guaranteed delivery must be
received by the subscription agent before 5:00 p.m., New York City time, on
the expiration date. The subscription agent will not honor a notice of
guaranteed delivery unless a properly completed and executed subscription
certificate and full payment for the common shares is received by the
subscription agent by the close of business on the third business day after
the expiration date.
You will not be allowed to rescind your purchase after the subscription
agent has received payment either by means of a notice of guaranteed delivery or
a check or money order.
Nominees who hold common shares for the account of others, such as brokers,
trustees or depositories for securities, should notify the respective beneficial
owners of the common shares as soon as possible to ascertain the beneficial
owners' intentions and to obtain instructions with respect to the Rights. If the
beneficial owner so instructs, the nominee should complete the subscription
certificate and submit it to the subscription agent with the proper payment. In
addition, beneficial owners of common shares or Rights held through a nominee
should contact the nominee and request the nominee to effect transactions in
accordance with the beneficial owner's instructions.
Sale of Rights
The Rights are transferable until the last business day prior to the
expiration date and will be listed for trading on the Nasdaq SmallCap Market.
Assuming a market for the Rights develops, the Rights may be purchased and sold
through usual brokerage channels. Although no assurance can be given that a
market for the Rights will develop, trading in the Rights may be conducted until
and including the close of trading on the last business day prior to the
expiration date.
You may transfer some or all the Rights evidenced by your subscription
certificate by following these instructions and the instructions on the back of
your subscription certificate. If you wish to transfer all of your Rights, you
need only sign your subscription certificate and deliver it to the subscription
agent. If you wish to transfer some but not all of your Rights, you must also
deliver to
17
the subscription agent a subscription certificate properly endorsed for transfer
with instructions to register the portion of the Rights evidenced by the
subscription certificate in the name of the transferee and to issue a new
subscription certificate to the transferee evidencing the number of Rights
transferred. In that event, a new subscription certificate evidencing the
balance of the Rights will be issued to you or, if you so instruct, to an
additional transferee.
If you wish to transfer all or a portion of your Rights, you should allow
sufficient time prior to the expiration date for (1) the transfer instructions
to be received and processed by the subscription agent; (2) a new subscription
certificate to be issued and transmitted to the transferee or transferees with
respect to transferred Rights, and to you with respect to retained Rights, if
any; and (3) the Rights evidenced by the new subscription certificate to be
exercised or sold by the recipients. BioTime and the subscription agent shall
have no liability to a transferee or transferor of Rights if subscription
certificates are not received in time for exercise or sale prior to the
expiration date.
BioTime anticipates that the Rights will be eligible for transfer through
the facilities of The Depository Trust Company.
Except for the fees charged by the subscription agent (which will be paid
by BioTime), all commissions, fees and other expenses, including brokerage
commissions and transfer taxes, incurred in connection with the purchase, sale
or exercise of Rights will be for the account of the transferor of the Rights,
and none of those commissions, fees or expenses will be paid by BioTime or the
subscription agent.
Amendment, Extension or Termination of the Rights Offer
BioTime reserves the right, in its sole discretion, to: (a) terminate the
Rights offer prior to delivery of the common shares for which Rights holders
have subscribed; (b) extend the expiration date to a later date; (c) change the
record date prior to distribution of the Rights to shareholders; or (d) amend or
modify the terms of the Rights offer. If BioTime amends the terms of the Rights
offer, an amended prospectus will be distributed to you if you are a holder of
record of Rights or if you previously exercised any of your Rights. If you
exercised your Rights prior to the amendment or within four business days after
the mailing of the amended prospectus, you will be given the opportunity to
confirm the exercise of your Rights by executing and delivering a consent form.
If you exercise Rights before or within four days after mailing of an
amended prospectus relating to an amendment of the Rights offer and you fail to
deliver, in a proper and timely manner, a properly executed consent form, you
will be deemed to have rejected the amended terms of the Rights offer and you
will be deemed to have elected to revoke in full the exercise of your Rights and
the over-subscription privilege. If your exercise of Rights is so revoked, the
full amount of the subscription price you paid will be returned to you.
If your executed subscription certificate is received by the subscription
agent more than four days after the mailing of an amended prospectus, you will
be deemed to have accepted the amended terms of the Rights offer in connection
with the exercise of your Rights and the over-subscription privilege.
If BioTime elects to terminate the Rights offer before delivering the
common shares for which you subscribed, the subscription price you paid will be
returned to you by mail. Except for the obligation to return the subscription
price you paid when you attempted to exercise your Rights, neither BioTime nor
the subscription agent will have any obligation or liability to you in the event
of an amendment or termination of the Rights offer.
Delivery of Share Certificates
Certificates representing the common shares you purchased by exercising
your Rights will be delivered to you as soon as practicable after your Rights
have been validly exercised and full payment for the common shares has been
received and cleared. Certificates representing common shares you purchase
pursuant to the over-subscription privilege will be delivered to you as soon as
practicable after the expiration date and after all allocations have been
effected. It is expected that the certificates will be available for delivery
three business days following the expiration date.
18
Subscription Agent
The subscription agent is American Stock Transfer & Trust Company, which
will receive for its administrative, processing, invoicing and other services as
subscription agent, a fee estimated to be $25,000, and reimbursement for all
out-of-pocket expenses related to the Rights offer. The subscription agent is
also BioTime's transfer agent and registrar. Questions regarding the
subscription certificates should be directed to American Stock Transfer & Trust
Company, 40 Wall Street, New York, New York, 10005; telephone (718) 921-8200.
Shareholders may also consult their brokers or nominees.
Federal Income Tax Consequences
The U.S. Federal income tax consequences to holders of common shares with
respect to the Rights offer will be as follows:
1. The distribution of Rights will not result in taxable income nor
will the holder realize taxable income as a result of the exercise of
Rights.
2. The basis of a Right will be: (a) to a holder of common shares to
whom it is issued, and who exercises or sells the Right (1) zero, if the
market value of the Right immediately after issuance is less than 15% of
the market value of the common share with regard to which it is issued,
unless the holder elects, by filing a statement with his timely filed
federal income tax return for the year in which the Rights are received, to
allocate the basis of the common share between the Right and the common
share based on their respective market values immediately after the Right
is issued, and (2) a portion of the basis in the common share based upon
the respective values of the common share and the Right immediately after
the Right is issued, if the market value of the Right immediately after
issuance is 15% or more of the market value of the common share with
respect to which it is issued; (b) zero, to a holder of common shares to
whom it is issued and who allows the Right to expire; and (c) the cost to
acquire the Right, to anyone who purchases a Right in the market.
3. The holding period of a Right received by a holder of a common share
includes the holding period of the common share.
4. Any gain or loss on the sale of a Right will be treated as a capital
gain or loss if the Right is a capital asset in the hands of the seller. A
capital gain or loss will be long-term or short-term, depending on how long
the Right has been held, in accordance with paragraph 3 above. A Right
issued with regard to a common share will be a capital asset in the hands
of the person to whom it is issued if the common share was a capital asset
in the hands of that person. If a Right is allowed to expire, there will be
no loss realized unless the Right had been acquired by purchase, in which
case there will be a loss equal to the basis of the Right.
5. If a Right is exercised by the holder of common shares, the basis of
the common share received will include the basis allocated to the Right and
the amount paid upon exercise of the Right.
6. If a Right is exercised, the holding period of the common share
acquired begins on the date the Right is exercised.
7. Gain recognized by a non-U.S. shareholder on the sale of a Right
will be taxed in the same manner as gain recognized on the sale of common
shares.
Proceeds from the sale of a Right may be subject to withholding of U.S.
taxes at the rate of 31% unless the seller's certified U.S. taxpayer
identification number or certificate regarding foreign status is on file with
the subscription agent and the seller is not otherwise subject to U.S. backup
withholding. The 31% withholding tax is not an additional tax. Any amount
withheld may be credited against the seller's U.S. federal income tax liability.
The foregoing is only a summary of the applicable federal income tax law
and does not include any state or local tax consequences of this transaction.
Shareholders and other Rights holders should consult their tax advisers
concerning the tax consequences of the Rights offer.
19
Special Considerations
As a result of the terms of the Rights offer, shareholders who do not fully
exercise their Rights should expect that they will, at the completion of the
Rights offer, own a smaller proportional interest in BioTime than would
otherwise be the case.
USE OF PROCEEDS
The net proceeds received by BioTime from the sale of the 501,654 common
shares in the Rights offer are estimated to be $4,776,126.50, after deducting
the expenses of the Rights offer of approximately $115,000, but without taking
into account any common shares that may be sold to fill excess
over-subscriptions. BioTime intends to use the net proceeds of the Rights offer
as follows:
Application Estimated Amount Percent of Total
----------- ---------------- ----------------
Research and Development $2,388,063.25 50%
Working Capital 2,388,063.25 50
---------------- ---
Total $4,776,126.50 100%
================ ===
Research and Development. Proceeds allocated to research and development
will be used to finance clinical testing of Hextend, HetaCool, and PentaLyte,
and laboratory testing of other products being developed by BioTime. When
laboratory testing of a product has been completed, a portion of the proceeds
allocated to research and development may also be used to commence clinical
trials of that product.
Working Capital. BioTime intends to apply the balance of the proceeds of
the Rights offer to working capital and general corporate purposes. BioTime's
management will have broad discretion with respect to the use of proceeds
retained as working capital. The proceeds may be used to defray overhead
expenses and for future opportunities and contingencies that may arise. BioTime
expects that its general and administrative expenses will increase as it
achieves progress in developing products and bringing them to market. For
example, a portion of the proceeds allocated to working capital may be used to
pay the salaries, benefits and fees to employees and consultants who assist in
the preparation of applications to the FDA and foreign regulatory agencies and
patent applications, and to expand BioTime's research facilities. Proceeds
allocated to working capital also may be reallocated to research and development
and may be used to pay the costs of clinical trials of Hextend and other
products.
We recently entered into an extension of the lease of our present office
and research facility that includes some additional space for expansion. A
portion of the proceeds may be used to pay rent and to construct improvements to
the expansion space.
The foregoing table represents only an estimate of the allocation of the
net proceeds of the Rights offer based upon the current state of BioTime's
product development program. The development of new medical products and
technologies often involves complications, delays and costs that cannot be
predicted, and may cause BioTime to make a reallocation of proceeds among the
categories shown above or to other uses. BioTime may need to raise additional
capital after the Rights offer to pay operating expenses until such time as it
is able to generate sufficient revenues from product sales, royalties, and
license fees.
Although BioTime is not presently a party to any agreement, arrangement or
plan to acquire any assets or technology from a third party, BioTime might
determine that it is necessary or advantageous to make such an acquisition, or
BioTime might determine to concentrate its efforts and resources on the
development and marketing of one or more specific products.
Until used, the net proceeds of the Rights offer will be invested in
certificates of deposit, United States government securities or other high
quality, short-term interest-bearing investments.
20
DESCRIPTION OF SECURITIES
Common Shares
BioTime's Articles of Incorporation currently authorize the issuance of up
to 40,000,000 common shares, no par value, of which 10,033,079 shares were
outstanding at January 5, 1999 and held by 6,918 persons based upon the share
position listings for the common shares. Each holder of record is entitled to
one vote for each outstanding common share owned by him on every matter properly
submitted to the shareholders for their vote.
Subject to the dividend rights of holders of any of the preferred shares
that may be issued from time to time, holders of common shares are entitled to
any dividend declared by the Board of Directors out of funds legally available
for that purpose. BioTime has not paid any cash dividends on its common shares,
and it is unlikely that any cash dividends will be declared or paid on any
common shares in the foreseeable future. Instead, BioTime plans to retain its
cash for use in financing its future operations and growth.
Subject to the prior payment of the liquidation preference to holders of
any preferred shares that may be issued, holders of common shares are entitled
to receive on a prorata basis all remaining assets of BioTime available for
distribution to the holders of common shares in the event of the liquidation,
dissolution, or winding up of BioTime. Holders of common shares do not have any
preemptive rights to become subscribers or purchasers of additional shares of
any class of BioTime's capital stock.
Preferred Shares
BioTime's Articles of Incorporation currently authorize the issuance of up
to 1,000,000 preferred shares, no par value. Preferred shares may be issued by
BioTime in one or more series, at any time, with such rights, preferences,
privileges and restrictions as the Board of Directors may determine, all without
further action of the shareholders of BioTime. Any series of preferred shares
which may be authorized by the Board of Directors in the future may be senior to
and have greater rights and preferences than the common shares. There are no
preferred shares presently outstanding and BioTime has no present plan,
arrangement or commitment to issue any preferred shares.
Transfer Agent and Registrar
The transfer agent and registrar for the common shares is American Stock
Transfer and Trust Company, 40 Wall Street, New York, New York 10005.
LEGAL MATTERS
The validity of the Rights and common shares will be passed upon for
BioTime by Lippenberger, Thompson, Welch, Soroko & Gilbert LLP, San Francisco,
California. A member of Lippenberger, Thompson, Welch, Soroko & Gilbert LLP owns
options to purchase 30,000 common shares.
EXPERTS
The financial statements of BioTime, Inc. as of June 30, 1997 and 1998 and
for each of the three fiscal years in the period ended June 30, 1998
incorporated by reference in this prospectus from BioTime's Annual Report on
Form 10-K for the year ended June 30, 1998 have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report (which expresses an
unqualified opinion and includes an explanatory paragraph related to the
development stage of BioTime's operations) incorporated herein by reference, and
have been so incorporated in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.
21
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
BioTime's Form 10-K for the fiscal year ended June 30, 1998, Form 10-Q for
the three months ended September 30, 1998, and all other reports filed by
BioTime pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended, since the end of the fiscal year covered by such Form 10-K are
incorporated into this prospectus by reference. BioTime has announced a change
of its fiscal year end from June 30 to December 31. The change took effect on
December 31, 1998. BioTime will provide without charge to each person, including
any beneficial owner, to whom a prospectus is delivered, upon written or oral
request, a copy of any and all of the information that has been incorporated by
reference but not delivered with this prospectus. Such requests may be addressed
to the Secretary of BioTime at 935 Pardee Street, Berkeley, California 94710;
Telephone: (510) 845-9535.
BioTime is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith files quarterly,
annual, and current reports and proxy statements and other information with the
Securities and Exchange Commission. The public may read and copy any materials
BioTime files with Securities and Exchange Commission at the Commission's Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may
obtain information on the operation of the Public Reference Room by calling the
Commission at 1-800-SEC-0330.
The Commission maintains an Internet site that contains reports, proxy and
information statements, and other information regarding issuers that file
electronically with the Commission. The address of such site is
http://www.sec.gov.
ADDITIONAL INFORMATION
BioTime has filed with the Securities and Exchange Commission, 450 Fifth
Street, N.W., Washington, D.C. a registration statement on Form S-3 under the
Securities Act of 1933, as amended, for the registration of the securities
offered by this prospectus. This prospectus, which is part of the registration
statement, does not contain all of the information contained in the registration
statement. For further information with respect to BioTime and the securities
offered by this prospectus, reference is made to the registration statement,
including the exhibits, which may be inspected, without charge, at the Office of
the Securities and Exchange Commission, or copies of which may be obtained from
the Commission in Washington, D.C. upon payment of the requisite fees.
Statements contained in this prospectus as to the content of any contract or
other document referred to are not necessarily complete. In each instance
reference is made to the copy of the contract or other document filed as an
exhibit to the registration statement, and each such statement is qualified in
all respects by reference to the exhibit.
22
CONTROL NUMBER BIOTIME, INC. SUBSCRIPTION CERTIFICATE FOR
SUBSCRIPTION CERTIFICATE FOR COMMON SHARES
VOID IF NOT EXERCISED AT OR BEFORE 5:00 P.M.
(NEW YORK TIME) ON MARCH 9, 1999, THE EXPIRATION DATE. RIGHTS
THIS SUBSCRIPTION CERTIFICATE IS TRANSFERRABLE
AND MAY BE COMBINED OR DIVIDED
Expiration Date (BUT ONLY INTO SUBSCRIPTION SUBSCRIPTION PRICE
March 9, 1999 CERTIFICATES EVIDENCING A WHOLE NUMBER OF RIGHTS) U.S. $9.75
AT THE OFFICE OF THE SUBSCRIPTION AGENT PER SHARE
CUSIP 09066L 12 1
THIS SUBSCRIPTION CERTIFICATE MAY BE USED TO SUBSCRIBE FOR
COMMON SHARES OR MAY BE ASSIGNED OR SOLD. FULL INSTRUCTIONS
APPEAR ON THE BACK OF THIS SUBSCRIPTION CERTIFICATE.
REGISTERED OWNER:
The registered owner of this Subscription Certificate, named above, or assignee,
is entitled to the number of Rights to subscribe for Common Shares, no par
value, of BioTime, Inc. shown above, in the ratio of one Common Share for each
20 Rights held, and upon the terms and conditions and at the price for each
Common Share specified in the Prospectus dated February 12, 1999.
If you exercise fewer than all the Rights represented by this Subscription
Certificate, the subscription agent will issue a new Subscription Certificate
representing the balance of the unexercised Rights, provided that the
subscription agent has received your properly completed and executed
Subscription Certificate and payment prior to 5:00 p.m., New York time, on March
8, 1999. No new Subscription Certificate will be issued after that date.
IMPORTANT: Complete appropriate form on reverse
DATE: February 12, 1999
BIOTIME, INC.
________________________________________________________________________________
SECRETARY
________________________________________________________________________________
CHIEF EXECUTIVE OFFICER
Countersigned: American Stock Transfer & Trust Company
(New York, N.Y.) Subscription Agent
By: ___________________________________________
Authorized Signature
APPENDIX A
A-1
Expiration Date: March 9, 1999
PLEASE COMPLETE ALL APPLICABLE INFORMATION
By Mail: By Hand: By Overnight Courier:
To: America Stock To: America Stock To: American Stock
Transfer & Trust Company Transfer & Trust Company Transfer & Trust Company
40 Wall Street, 46th Floor 40 Wall Street, 46th Floor Exchanges and Tenders
New York, New York 10005 New York, New York 10005 40 Wall Street, 46th Floor
New York, New York 10005
SECTION 1: TO SUBSCRIBE: I hereby irrevocably subscribe for the dollar amount
of Common Shares indicated as the total of A and B below upon the terms
and conditions specified in the Prospectus related hereto, receipt of
which is acknowledged.
TO SELL: If I have checked either the box on line C or the box on line
D, I authorize the sale of Rights by the subscription agent according
to the procedures described in the Prospectus. The check for the
proceeds of sale will be mailed to the address of record.
Please check [X] below:
[ ] A. Subscription divided by 20 = .000 x $ 9.75 = $
------------------ ------------------ -------------------- ----------------
(Rights Exercised) (Shares Requested) (Subscription Price) (Amount Required)
[ ] B. Over-Subscription Privilege .000 x $ 9.75 = $ (*)
------------------ -------------------- -------------------
(Shares Requested) (Subscription Price) (Amount Required)
Amount of Check Enclosed or Amount in Notice of Guaranteed Delivery (total of A + B) = $
--------------------
Make check payable to the order of "BioTime, Inc."
(*) The Over-Subscription Privilege can be exercised by certain shareholders only, as described in the
Prospectus.
[ ] C. Sell any remaining unexercised Rights
[ ] D. Sell all of my Rights.
_______________________________________ Please provide your telephone number Day (___)___________________________
Signature of Subscriber(s)/Seller(s) Evening (___)___________________________
Social Security Number or Tax ID Number: _______________________________________________
SECTION II: TO TRANSFER RIGHTS: (except pursuant to C and D above)
For value received, __________________________ of the Rights represented by this Subscription Certificate are assigned to
- ---------------------------------------------------------- ----------------------------------------------------------
Social Security Number or Tax ID Number of Assignee (Print Full Name of Assignee
- ---------------------------------------------------------- ----------------------------------------------------------
Signature(s) of Assignor(s) (Print Full Address including postal Zip Code)
The signature(s) must correspond with the name(s) as written upon the face of this Subscription Certificate, in every
particular, without alteration.
IMPORTANT: For transfer, a signature guarantee must be provided by an eligible financial institution which is a participant
in a recognized signature guarantee program.
SIGNATURE GUARANTEED BY:
- ------------------------------------
PROCEEDS FROM THE SALE OF RIGHTS MAY BE SUBJECT TO WITHHOLDING OF U.S. TAXES UNLESS THE SELLER'S CERTIFIED U.S. TAXPAYER
IDENTIFICATION NUMBER (OR CERTIFICATION REGARDING FOREIGN STATUS) IS ON FILE WITH THE SUBSCRIPTION AGENT AND THE SELLER IS
NOT OTHERWISE SUBJECT TO U.S. BACKUP WITHHOLDING.
[ ] CHECK HERE IF RIGHTS ARE BEING EXERCISED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY DELIVERED TO THE SUBSCRIPTION
AGENT PRIOR TO THE DATE HEREOF AND COMPLETE THE FOLLOWING:
NAME(S) OF REGISTERED OWNER(S):
WINDOW TICKET NUMBER (IF ANY):
DATE OF EXECUTION OF NOTICE OF GUARANTEED DELIVERY:
NAME OF INSTITUTION WHICH GUARANTEED DELIVERY:
A-2
APPENDIX B
[Form of Notice of Guaranteed Delivery]
NOTICE OF GUARANTEED DELIVERY OF SUBSCRIPTION RIGHTS AND
THE SUBSCRIPTION PRICE FOR COMMON SHARES OF
BIOTIME, INC. SUBSCRIBED FOR IN THE RIGHTS OFFER
As set forth in the Prospectus under "The Rights Offer--Payment for
Shares," this form or one substantially equivalent may be used as a means of
effecting subscription and payment for all Common Shares of BioTime, Inc.
subscribed for in the Rights offer. Such form may be delivered by hand or sent
by facsimile transmission, overnight courier or mail to the Subscription Agent.
The Subscription Agent is:
American Stock Transfer & Trust Company
By Mail: By Facsimile:
American Stock Transfer & Trust Company (718) 234-5001
40 Wall Street, 46th Floor Confirm by Telephone
New York, New York 10005 (718) 234-2700
By Hand: By Overnight Courier:
American Stock Transfer & Trust Company American Stock Transfer & Trust Company
40 Wall Street, 46th Floor Exchanges and Tenders
New York, New York 10005 40 Wall Street, 46th Floor
New York, New York 10005
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF
INSTRUCTIONS VIA A TELECOPY OR FACSIMILE NUMBER, OTHER THAN AS
SET FORTH ABOVE, DOES NOT CONSTITUTE A VALID DELIVERY
The New York Stock Exchange member firm or bank or trust company which
completes this form must communicate the guarantee and the number of shares
subscribed for to the Subscription Agent and must deliver this Notice of
Guaranteed Delivery guaranteeing delivery of (i) payment in full for all
subscribed shares (including any shares subscribed for through the
over-subscription privilege) and (ii) a properly completed and executed
Subscription Certificate (which certificate and full payment must then be
delivered by the close of business on the third business day after the
expiration date, as defined in the Prospectus) to the Subscription Agent prior
to 5:00 p.m., New York time, on the expiration date (March 9, 1999, unless
extended). Failure to do so will result in a forfeiture of the Rights.
B-1
GUARANTEE
The undersigned, a member firm of the New York Stock Exchange or a bank or
trust company, guarantees delivery to the Subscription Agent by the close of
business (5:00 p.m., New York time) on the third business day after the
expiration date (March 9, 1999, unless extended) of (A) a properly completed and
executed Subscription Certificate and (B) payment of the full subscription price
of shares subscribed for in the Rights offer (including the over-subscription
privilege, if applicable) as subscription for such Common Shares as indicated
herein or in the Subscription Certificate.
___________________________________________ _______________________________________________
Number of Common Shares subscribed for Number of Common Shares subscribed for
(excluding the over-subscription privilege) pursuant to the over-subscription privilege for
for which you are guaranteeing delivery which you are guaranteeing delivery of
of Rights and payment Rights and payment
Number of Rights to be delivered: _______________________________________________
Total subscription price payment
to be delivered: $ ______________________________________________
Method of delivery [circle one] A. Through DTC
B. Direct to Corporation
Please note that if you are guaranteeing for over-subscription shares, and
are a DTC participant, you must also execute and forward to American Stock
Transfer & Trust Company a Nominee Holder Over-Subscription Exercise Form.
___________________________________________ _______________________________________________
Name of Firm Authorized Signature
___________________________________________ _______________________________________________
Address Title
___________________________________________ _______________________________________________
Zip Code (Type or Print)
___________________________________________ _______________________________________________
Name of Registered Holder (If Applicable)
___________________________________________ _______________________________________________
Telephone Number Date
* IF THE RIGHTS ARE TO BE DELIVERED THROUGH DTC, A REPRESENTATIVE OF THE
SUBSCRIPTION AGENT WILL PHONE YOU WITH A PROTECT IDENTIFICATION NUMBER, WHICH
NEEDS TO BE COMMUNICATED BY YOU TO DTC.
PLEASE NOTE THAT IF YOU ARE GUARANTEEING FOR OVER-SUBSCRIPTION SHARES AND ARE A
DTC PARTICIPANT, YOU MUST ALSO EXECUTE AND FORWARD TO THE SUBSCRIPTION AGENT A
NOMINEE HOLDER OVER-SUBSCRIPTION EXERCISE FORM.
B-2
APPENDIX C
[Form of Nominee Holder Over-Subscription Exercise Form]
BIOTIME, INC.
RIGHTS OFFER
NOMINEE HOLDER OVER-SUBSCRIPTION EXERCISE FORM
PLEASE COMPLETE ALL APPLICABLE INFORMATION
By Mail: By Hand: By Overnight Courier:
To: American Stock To: American Stock To: American Stock
Transfer & Trust Company Transfer & Trust Company Transfer & Trust Company
40 Wall Street, 46th Floor 40 Wall Street, 46th Floor Exchanges and Tenders
New York, New York 10005 New York, New York 10005 40 Wall Street, 46th Floor
New York, New York 10005
THIS FORM IS TO BE USED ONLY BY NOMINEE HOLDERS TO EXERCISE THE OVER-SUBSCRIPTION PRIVILEGE IN RESPECT OF RIGHTS
THAT WERE EXERCISED AND DELIVERED THROUGH THE FACILITIES OF A COMMON DEPOSITORY. ALL OTHER EXERCISES OF
OVER-SUBSCRIPTION PRIVILEGES MUST BE EFFECTED BY THE DELIVERY OF THE SUBSCRIPTION CERTIFICATES.
--------------------
THE TERMS AND CONDITIONS OF THE RIGHTS OFFER ARE SET FORTH IN BIOTIME'S PROSPECTUS DATED FEBRUARY 12, 1999 (THE
"PROSPECTUS") AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM
BIOTIME.
--------------------
VOID UNLESS RECEIVED BY THE SUBSCRIPTION AGENT WITH PAYMENT IN FULL BY 5:00 P.M., NEW YORK TIME, ON MARCH 9, 1999,
UNLESS EXTENDED BY BIOTIME (THE "EXPIRATION DATE").
1. The undersigned hereby certifies to the Subscription Agent that it is a participant in _____________ [Name of
Depository] (the "Depository") and that it has either (i) exercised all of the Rights and delivered such exercised
Rights to the Subscription Agent by means of transfer to the Depository Account of BioTime, Inc., or (ii) delivered
to the Subscription Agent a Notice of Guaranteed Delivery in respect of the exercise of the Rights and will deliver
the Rights called for in such Notice of Guaranteed Delivery to the Subscription Agent by means of transfer to such
Depository Account of BioTime, Inc.
2. The undersigned hereby exercises the over-subscription privilege to purchase, to the extent available, Common
Shares and certifies to the Subscription Agent that such over-subscription privilege is being exercised for the
account or accounts of persons (which may include the undersigned) on whose behalf all Rights have been
exercised.(*)
3. The undersigned understands that payment of the subscription price of $9.75 per share for each Common Share
subscribed for pursuant to the over-subscription privilege must be received by the Subscription Agent at or before
5:00 p.m., New York time, on the Expiration Date, and represents that such payment, in the aggregate amount of
$______ either (check appropriate box):
[ ] has been or is being delivered to the Subscription Agent pursuant to the Notice of Guaranteed Delivery referred
to above or;
[ ] is being delivered to the Subscription Agent herewith or;
[ ] has been delivered separately to the Subscription Agent; and, in the case of funds not delivered pursuant to a
Notice of Guaranteed Delivery, is or was delivered in the manner set forth below (check appropriate box and
complete information relating thereto):
[ ] uncertified check
[ ] certified check
[ ] bank draft
[ ] money order
______________________________________________________ __________________________________________________
Depository Subscription Confirmation Number Name of Nominee Holder
______________________________________________________ __________________________________________________
Depository Participant Number Address
__________________________________________________
Contact Name _________________________________________ City State Zip Code
By: ______________________________________________
Phone Number _________________________________________
Name: ____________________________________________
Dated: ______, 1999 Title: ___________________________________________
* PLEASE COMPLETE THE BENEFICIAL OWNER CERTIFICATION ON THE BACK HEREOF CONTAINING THE RECORD DATE POSITION OF
RIGHTS OWNED, THE NUMBER OF SHARES SUBSCRIBED FOR (OTHER THAN OVER-SUBSCRIPTIONS) AND THE NUMBER OF
OVER-SUBSCRIPTION SHARES, IF APPLICABLE, REQUESTED BY EACH SUCH OWNER.
C-1
BIOTIME, INC.
BENEFICIAL OWNER CERTIFICATION
The undersigned, a bank, broker or other nominee holder of Rights ("Rights") to purchase Common Shares, no par
value ("Common Shares"), of BioTime, Inc. ("BioTime") pursuant to the Rights offer described and provided for in
BioTime's Prospectus dated February 12, 1999 (the "Prospectus") hereby certifies to BioTime and to American Stock
Transfer & Trust Company, as Subscription Agent for such Rights offer, that for each numbered line filled in below the
undersigned has exercised, on behalf of the beneficial owner thereof (which may be the undersigned), the number of
Rights specified on such line, and such beneficial owner wishes to subscribe for the purchase of additional Common
Shares pursuant to the over-subscription privilege (as defined in the Prospectus), in the amount set forth in the third
column of such line:
Number of Shares Requested Pursuant to the
Record Date Shares Number of Rights Exercised Over-Subscription Privilege
------------------ -------------------------- ---------------------------
1) ______________________ __________________________________ _____________________________________________
2) ______________________ __________________________________ _____________________________________________
3) ______________________ __________________________________ _____________________________________________
4) ______________________ __________________________________ _____________________________________________
5) ______________________ __________________________________ _____________________________________________
6) ______________________ __________________________________ _____________________________________________
7) ______________________ __________________________________ _____________________________________________
8) ______________________ __________________________________ _____________________________________________
9) ______________________ __________________________________ _____________________________________________
10) ______________________ __________________________________ _____________________________________________
___________________________________________________ _________________________________________________________
Name of Nominee Holder Depository Participant Number
___________________________________________________ _________________________________________________________
Name: Depository Primary Subscription
Title: Confirmation Number(s)
Dated: ______, 1999
C-2
================================================================================
No dealer, salesperson or other person has been authorized in connection with
this offering to give any information or to make any representations other than
those contained in this Prospectus. This Prospectus does not constitute an
offer or a solicitation in any jurisdiction to any person to whom it is
unlawful to make such an offer or solicitation. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
an implication that there has been no change in the circumstances of BioTime or
the facts herein set forth since the date hereof.
TABLE OF CONTENTS
Prospectus Summary ......................................................... 3
Risk Factors ............................................................... 7
The Company ................................................................ 10
The Rights Offer ........................................................... 13
Use of Proceeds ............................................................ 20
Description of Securities .................................................. 21
Legal Matters .............................................................. 21
Experts .................................................................... 21
Incorporation of Certain Information by
Reference ............................................................... 22
Additional Information ..................................................... 22
Form of Subscription Certificate ................................... Appendix A
Form of Notice of Guaranteed
Delivery ........................................................ Appendix B
Form of Nominee Holder
Over-Subscription Exercise
Form ............................................................ Appendix C
================================================================================
================================================================================
BIOTIME, INC.
[Graphic Omitted]
501,654 Common Shares
Issuable Upon the Exercise of
Subscription Rights
----------------
PROSPECTUS
----------------
February 12, 1999
================================================================================
