As filed with the Securities and Exchange Commission on _________, 2002.
Registration No 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
Registration Statement
Under
THE SECURITIES ACT OF 1933
CEL-SCI Corporation
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(Exact name of registrant as specified in charter)
Colorado
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(State or other jurisdiction of incorporation)
8229 Boone Blvd. #802
Vienna, Virginia 22182
84-09l6344 (703) 506-9460
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(IRS Employer I.D. (Address, including zip code, and telephone number
Number) including area of principal executive offices)
Geert Kersten
8229 Boone Blvd. #802
Vienna, Virginia 22182
(703) 506-9460
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(Name and address, including zip code, and telephone number,
including area code, of agent for service)
Copies of all communications, including all communications sent to
the agent for service, should be sent to:
William T. Hart, Esq.
Hart & Trinen
1624 Washington Street
Denver, Colorado 80203
(303) 839-0061
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date
of this Registration Statement
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration for the same offering. [X] 333-76396
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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Title of each Proposed Proposed
Class of Maximum Maximum
Securities Securities Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Unit (1) Price Fee
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Common stock (2) 3,485,000 $0.35 $1,219,750 $112
(1) Offering price computed in accordance with Rule 457(c).
(2) Shares of common stock offered by the selling shareholders.
Pursuant to Rule 416, this Registration Statement includes such indeterminate
number of additional securities as may be required for issuance as the result of
any stock splits, stock dividends or similar transactions.
This registration statement is being filed pursuant to Rule 462(b).
Pursuant to Instruction IV of the general instructions to Form S-3 the contents
of registration statement 333-76396 are incorporated by reference.
POWER OF ATTORNEY
The registrant and each person whose signature appears below hereby
authorizes the agent for service named in this Registration Statement, with full
power to act alone, to file one or more amendments (including post-effective
amendments) to this Registration Statement, which amendments may make such
changes in this Registration Statement as such agent for service deems
appropriate, and the Registrant and each such person hereby appoints such agent
for service as attorney-in-fact, with full power to act alone, to execute in the
name and in behalf of the Registrant and any such person, individually and in
each capacity stated below, any such amendments to this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of l933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Vienna, State of Virginia, on the 19th day of April ,
2002.
CEL-SCI CORPORATION
By: /s/ Maximilian de Clara
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Maximilian de Clara, President
Signature Title Date
/s/ Maximilian de Clara Director and Principal April 19, 2002
-------------------------- Executive Officer
Maximilian de Clara
/s/ Geert R. Kersten Director, Principal
-------------------------- Financial Officer April 19, 2002
Geert R. Kersten and Chief Executive Officer
Director
Alexander G. Esterhazy
/s/ C. Richard Kinsolving Director April 19, 2002
--------------------------
C. Richard Kinsolving, Ph.D.
CEL-SCI Form S-3 4-02