POS AM 1 posteffect94675.txt POST-EFFECTIVE AMENDMENT TO S-3 (94675) As filed with the Securities and Exchange Commission on November ___, 2001. Registration No 333-94675 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 POST-EFFECTIVE AMENDMENT Registration Statement Under THE SECURITIES ACT OF 1933 CEL-SCI Corporation -------------------------------------- (Exact name of registrant as specified in charter) Colorado --------------------- (State or other jurisdiction of incorporation) 8229 Boone Blvd. #802 Vienna, Virginia 22182 84-09l6344 (703) 506-9460 -------------- --------------------------- (IRS Employer I.D. (Address, including zip code, and Number) telephone number including area of principal executive offices) Geert Kersten 8229 Boone Blvd. #802 Vienna, Virginia 22182 (703) 506-9460 --------------------------------------- (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. [ ] 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. [ ] 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. [ ] The purpose of this Post-Effective Amendment is to deregister and remove from registration 1,479,998 shares of common stock which were originally registered under this Registration Statement, since these shares have now been registered by means of a new registration statement on Form S-3 (File No. 333-71650). The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of l933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. 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 5th day of November, 2001. CEL-SCI CORPORATION By: /s/ Maximilian de Clara ----------------------------------- Maximilian de Clara, President Pursuant to the requirements of the Securities Act of l933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ Maximilian de Clara Director and Principal November 5, 2001 ----------------------- Executive Officer Maximilian de Clara /s/ Geert R. Kersten Director, Principal November 5, 2001 ------------------------- Financial Officer Geert R. Kersten and Chief Executive Officer /s/ Geert R. Kersten Director November 5, 2001 ------------------------- Alexander G. Esterhazy, by Geert R. Kersten, as his attorney-in-fact /s/ Geert R. Kersten Director November 5, 2001 ------------------------- D. Richard Kinsolving, by Geert R. Kersten, as his attorney-in-fact