|
Delaware
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91-2003490
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer Identification No.)
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145
Union Square Drive
New
Hope, PA
(Address
of Principal Executive Offices)
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18938
(Zip
Code)
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Title
of securities to be registered
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Amount
to be registered(1)
|
Proposed
maximum offering price per share
|
Proposed
maximum aggregate offering price
|
Amount
of registration fee
|
|||||||||
|
Common
Stock, par
value $0.00001
|
4,500,000(4)
|
|
$
|
3.00(2)(3)
|
|
$
|
13,500,000(2)(3)
|
|
$
|
963(4)
|
|
||
|
Total
|
4,500,000(4)
|
|
$
|
963(4)
|
|
||||||||
| (1) |
This
Registration Statement shall also cover any additional shares of
Common
Stock which shall become issuable under the Protalex, Inc. 2003 Stock
Option Plan Amended and Restated as of July 29, 2005, by reason of
any
stock dividend, stock split, recapitalization or any other similar
transaction effected without the receipt of consideration which results
in
an increase in the number of the Registrant’s outstanding shares of Common
Stock.
|
| (2) |
Estimated
solely for the purpose of calculating the amount of the registration
fee
pursuant to Rule 457(h) under the Securities Act of 1933, as
amended.
|
| (3) |
The
offering price per share and aggregate offering price are derived
from the
average of the high and low sale prices of Registrant’s Common Stock on
January 9, 2006, as reported on the Over-the-Counter Bulletin
Board.
|
| (4) |
1,500,000
shares of Common Stock, which are issuable under the Protalex, Inc.
2003
Stock Option Plan, were previously registered pursuant to the Form
S-8
filed by Protalex, Inc. on June 17, 2005 as Registration No. 333-125919.
The additional 3,000,000 shares of Common Stock, which are now issuable
under the Protalex, Inc. 2003 Stock Option Plan Amended and Restated
as of
July 29, 2005, are being registered pursuant to this Form
S-8.
|
| · |
3,000,000
additional shares of the Company’s common stock, par value $0.00001
(“Common Stock”), issuable to employees, officers, directors and
consultants of the Company under the Protalex, Inc. 2003 Stock Option
Plan
Amended and Restated as of July 29,
2005.
|
|
Exhibit
No.
|
Description
|
|
|
4.1
|
Protalex,
Inc. 2003 Stock Option Plan Amended and Restated as of July 29, 2005
(incorporated by reference to Appendix B to Registrant’s Proxy Statement
filed with the SEC on September 23, 2005).
|
|
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5.1*
|
Opinion
of Reed Smith LLP.
|
|
|
23.1*
|
Consent
of Grant Thornton LLP.
|
|
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23.2*
|
Consent
of Reed Smith LLP (contained in Exhibit 5.1 to this Registration
Statement).
|
|
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24.1*
|
Power
of Attorney (contained on the Signature Page of this Registration
Statement).
|
|
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*
|
Filed
herewith.
|
|
| PROTALEX, INC., a Delaware corporation | ||
| |
|
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| By: | /s/ Steven H. Kane | |
|
Steven
H. Kane, President and Chief Executive Officer
and
Principal Executive Officer
|
||
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Signature
|
Title
|
Date
|
||
|
/s/
Steven H. Kane
|
President,
Chief Executive Officer, Director and Principal Executive
Officer
|
January
11, 2006
|
||
|
Steven
H. Kane
|
||||
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/s/
Marc L. Rose
|
Chief
Financial Officer (Principal Accounting Officer), Vice President
of
Finance, Treasurer and Secretary
|
January
11, 2006
|
||
|
Marc
L. Rose
|
||||
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/s/
Frank M. Dougherty
|
Director
|
January
11, 2006
|
||
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Frank
M. Dougherty
|
||||
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/s/
G. Kirk Raab
|
Chairman
of the Board
|
January
11, 2006
|
||
|
G.
Kirk Raab
|
||||
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/s/
Thomas P. Stagnaro
|
Director
|
January
11, 2006
|
||
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Thomas
P. Stagnaro
|
||||
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/s/
Dinesh Patel
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Director
|
January
11, 2006
|
||
|
Dinesh
Patel
|
||||
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/s/
Eugene Bauer
|
Director
|
January
11, 2006
|
||
|
Eugene
Bauer
|
||||
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/s/
Carleton A. Holstrom
|
Director
|
January
11, 2006
|
||
|
Carleton
A. Holstrom
|
||||
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/s/
Peter G. Tombros
|
Director
|
January
11, 2006
|
||
|
Peter
G. Tombros
|