Registration No. 333-27751 As filed with the Securities and Exchange Commission on May 21, 1997 SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 BIOPHARMACEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 13-3186327 (State or other (I.R.S. Employer jurisdiction of Identification Number) incorporation or organization) 990 Station Road Bellport, NY 11713 (516) 286-5900 (Address, including zip code, and telephone number, including are code, or registrant's principal executive offices) BIOPHARMACEUTICS, INC. 1997 EMPLOYEE AND CONSULTANT STOCK OPTION PLAN (Full title of plan) Edward Fine President Biopharmaceutics, Inc. 990 Station Road Bellport, NY 11713 (Name and address, including zip code, and telephone number, including area code, of agent for service) Copies to: Alfred V. Greco, P.C. 666 Fifth Avenue (14th Floor) New York, NY 10103 (212) 246-6550 CALCULATION OF REGISTRATION FEE ======================== ====================== ====================== ====================== ====================== Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of Securities to be Registered(1) Offering Price Per Aggregate Offering Registration Fee(3) Registered Share(1) Price(1) ======================== ====================== ====================== ====================== ====================== Common Stock, par value $.001 per share(2) 6,500,000 $0.60 $3,900,000 $1,344.83 ======================== ====================== ====================== ====================== ====================== <FN> (1) Estimated solely for the purpose of calculating the registration fee. (2) The shares registered pursuant to this Registration Statement are available for grant as of the date of this Registration Statement under the Company's 1997 Employee and Consultants Stock Option Plan and available for issuance pursuant to certain stock option agreements the forms of which are attached as exhibits to this Registration Statement. (3) Pursuant to General Instruction E, the registration fee paid in connection herewith is based on the maximum aggregate price at which securities covered by this registration statement are Proposed to be offered. This fee was previously paid with original filing. </FN> 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, New York, on this day of May 29, 1997. BIOPHARMACEUTICS, INC. By: /s/ Edward Fine Edward Fine Principal Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Capacity in Which Signed Date /s/ Edward Fine Edward Fine Chairman of the Board, May 29, 1997 Chief Executive Officer and Director (Principal Executive Officer) /s/ William Kugler William Kugler Vice President, May 29, 1997 Chief Financial Officer (Chief Financial Officer and Principal Accounting Officer) /s/ Russell Cleveland Russell Cleveland Director May 29, 1997 /s/ Jonathan Rosen Jonathan Rosen Director May 29, 1997 /s/ Barry Weissberg Barry Weissberg Director May 29, 1997 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward Fine and William Kugler as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same with the Securities and Exchange Commission, granting until said attorneys-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Capacity in Which Signed Date /s/ Edward Fine Edward Fine Chairman of the Board, May 29, 1997 Chief Executive Officer and Director (Principal Executive Officer) /s/ William Kugler William Kugler Vice President, May 29, 1997 Chief Financial Officer (Chief Financial Officer and Principal Accounting Officer) /s/ Russell Cleveland Russell Cleveland Director May 29, 1997 /s/ Jonathan Rosen Jonathan Rosen Director May 29, 1997 /s/ Barry Weiseberg Barry Weissberg Director May 29, 1997