UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
S-8
Registration
Statement
Under
the
Securities Act of 1933
ADVAXIS,
INC.
(Name
of
Registrant in its charter)
COLORADO
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84
-
1521955
|
(State
or jurisdiction of
incorporation
or organization)
|
(I.R.S. Employer
Identification
No.)
|
212
CARNEGIE CENTER #206
PRINCETON,
NJ 08546
(609)
895-7150
(Address,
including zip code, and telephone number,
including
area code, of Registrant's principal executive offices)
2004
Stock Option Plan
(Full
Title of the Plan)
MR.
TODD DERBIN
ADVAXIS,
INC.
212
CARNEGIE CENTER # 206
PRINCETON,
NJ 08546
(609)
895-7150
(Name,
address, including zip code, and telephone number,
including
area code, of agent for service)
With
copies to:
Gary
A.
Schonwald, Esq.
Reitler
Brown & Rosenblatt LLC
800
Third
Avenue, 21st
Floor
New
York,
New York 10022
(212)
209-3050
(212)
371-5500 Fax
CALCULATION
OF REGISTRATION FEE
|
|
Proposed
|
Proposed
|
|
|
|
Maximum
|
Maximum
|
|
|
Amount
|
Offering
|
Aggregate
|
Amount
of
|
Title
of Securities
|
To
be
|
Price
per
|
Offering
|
Registration
|
to
be Registered
|
Registered
|
Share
|
Price
|
Fee
|
Common
Stock, par value $.001 per share
|
2,381,525
|
$.22
(1)
|
$523,875
|
$56.00
(1)
|
(1) |
The
proposed maximum offering price per share has been estimated/determined
pursuant to Rule 457(h), and is based on the ask
price of the Company's Common Stock on the Over the Counter Bulletin
Board
on November 30,
2005.
|
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM
1. PLAN INFORMATION
The
documents containing the information specified in this Item 1 will be sent
or
given free of charge to employees, directors or consultants who have been
awarded options under the Advaxis, Inc. (f/k/a Great Expectations and
Associates, Inc.) 2004 Stock Option Plan (the “2004 Plan”), and are not being
filed with, or included in, this Registration Statement on Form S-8 (this
“Registration Statement”), in accordance with the rules and regulations of the
Securities and Exchange Commission (the “Commission”).
ITEM
2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION
The
documents containing the information specified in this Item 2 will be sent
or
given free of charge to employees, directors or consultants who have been
awarded options under the Plan and are not being filed with, or included
in,
this Registration Statement, in accordance with the rules and regulations
of the
Commission.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
ITEM
3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The
following documents, which heretofore have been filed with the Commission
by
Advaxis, Inc., a Colorado corporation (the “Company” or “Registrant”), are
incorporated by reference in this Registration Statement:
(a) |
the
Registrant’s Quarterly Report on Form 10-QSB for the fiscal quarter ended
July 31, 2005;
|
(b) |
the
Registrant’s Quarterly Report on Form 10-QSB for the fiscal quarter ended
April 30, 2005;
|
(c) |
the
Registrant’s Quarterly Report on Form 10-QSB for the fiscal quarter ended
January 31, 2005;
|
(d) |
the
Registrant’s Annual Report on Form 10-KSB for the fiscal year ended
October 31, 2004;
|
(e) |
the
Registrant’s Current Reports on Form 8-K filed on August
4, 2005; August 8, 2005; September 1, 2005; September 7, 2005; September
28, 2005; October 7, 2005; October 14, 2005; and November 9, 2005;
|
(f) |
the
description of the Company's Common Stock, par value $.001 per share
(the
"Common Stock"), which is contained in the Company's Registration
Statement filed under the Securities Exchange Act of 1933, as amended
(the
"’33 Exchange Act"), including any amendment or report filed with the
Commission for the purpose of updating such description of Common
Stock.
|
All
documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934,
as amended (the “’ 34 Exchange Act”), subsequent to the date hereof and prior to
the filing of a post-effective amendment, which indicates that all securities
offered have been sold or which deregisters all such securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be
a part
hereof from the date of filing of such documents. Any statement contained
herein
or in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM
4. DESCRIPTION OF SECURITIES.
Not
applicable.
ITEM
5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not
applicable.
ITEM
6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The
Company’s Articles of Incorporation, as amended, provides that the personal
liability of all of its directors of the Company shall be eliminated to the
fullest extent permitted by the Colorado Revised Statutes (“C.R.S.”).
In
addition, the Company’s Articles of Incorporation, as amended, and its Bylaws,
as amended, provide that the Company shall indemnify its officers and directors,
and any employee who serves as an officer or director of any corporation
at the
Company’s request, to the fullest extent permitted under and in accordance with
the C.R.S. Under the C.R.S., directors and officers as well as employees
and
individuals may be indemnified against expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation
as a
derivative action) if they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation,
and
with respect to any criminal action or proceeding, had no reasonable cause
to
believe their conduct was unlawful.
ITEM
7. EXEMPTION FROM REGISTRATION CLAIMED.
Not
Applicable
ITEM
8. EXHIBITS.
Exhibit
4.1 |
2004
Stock Option Plan
|
4.2 |
Certificate
of Incorporation
|
5 |
Opinion
of Jody M. Walker, Esq. regarding the legality of the securities
being
registered.
|
23.1 |
Consent
of Tannenbaum & Company P.C., independent auditors of
Registrant.
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ITEM
9. UNDERTAKINGS.
(a) The
undersigned Registrant hereby undertakes:
(1) |
Tofile,
during any period in which offers or sales are being made, a
post-effective amendment to this registration
statement:
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(i) |
to
include any prospectus required by Section 10(a)(3) of the Securities
Act
of 1933;
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(ii) |
to
reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent
a
fundamental change in the information set forth in the registration
statement; and
|
(iii) |
to
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration statement.
|
|
(2) |
That,
for the purpose of determining any liability under the Securities
Act of
1933, each such post-effective amendment shall be deemed to be
a new
registration statement relating to the securities offered therein,
and the
offering of such securities at that time shall be deemed to be
the initial
bona fide offering thereof.
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(3) |
To
remove from registration by means of a post-effective amendment
any of the
securities being registered which remain unsold at the termination
of the
offering.
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(b) The
undersigned Registrant hereby undertakes that, for purposes of determining
any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to
the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act of 1933
may
be permitted to directors, officers, and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer, or controlling person of the Registrant in
the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities
being
registered, the Registrant will, unless in the opinion of its counsel the
matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of
such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies
that
it has reasonable grounds to believe that it meets all of the requirements
for
filing on Form S-8 and has duly caused this registration statement to be
signed
on its behalf by the undersigned, thereunto duly authorized, in the City
of New
York, State of New York, on
December
1, 2005.
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ADVAXIS,
INC |
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By: |
/s/ J.
Todd Derbin |
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J.
Todd Derbin, President and Chief Executive
Officer |
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COMPANY
NAME CORPORATION |
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By: |
/s/ Roni
A. Appel |
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Roni
A. Appel, Chief Financial Officer and
Secretary
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Title |
SIGNATURE
PAGE
AND
POWER
OF ATTORNEY
The
undersigned directors of Advaxis, Inc. by their execution of this signature
page
hereby constitute and appoint J. Todd Derbin with power to act one without
the
other, as our true and lawful attorney-in-fact and agent with full power
of
substitution and resubstitution, for us and in our stead, in any and all
capacities to sign any and all amendments (including post-effective amendments)
to this Registration Statement and all documents relating thereto, and to
file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each
and
every act and thing necessary or advisable to be done in and about the premises,
as fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent,
or his
or her substitutes, may lawfully do or cause to be done by virtue hereof.
Signatures |
|
Title |
Date |
/s/
J. Todd Derbin
|
|
CEO
& President, Director
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December
1, 2005
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/s/
Roni A. Appel
|
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CFO
& Secretary, Director
|
December
1, 2005
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/s/
James Patton
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Director
|
December
1, 2005
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/s/
Scott Flamm
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|
Director
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December
1, 2005
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/s/
Thomas McKearn
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Director
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December
1, 2005
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/s/
Richard Berman
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Director
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December
1, 2005
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