<PAGE> 1
As filed with the Securities and Exchange Commission on February 26, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-----------
MOLECULAR DEVICES CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 3826 94-2914362
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification Number)
organization)
-----------
1311 ORLEANS DRIVE
SUNNYVALE, CA 94089
(408) 747-1700
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
-----------
ANDREW GALLIGAN
VICE PRESIDENT, FINANCE AND CHIEF FINANCIAL OFFICER
MOLECULAR DEVICES CORPORATION
1311 ORLEANS DRIVE
SUNNYVALE, CA 94089
(408) 747-1700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-----------
Copies to:
ANDREI M. MANOLIU
COOLEY GODWARD LLP
FIVE PALO ALTO SQUARE
3000 EL CAMINO REAL
PALO ALTO, CA 94306-2155
(415) 843-5000
-----------
Approximate date of commencement of proposed sale to the public:
AS SOON AS PRACTICABLE AFTER THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
-----------
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, 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 statement 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. / /
-----------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================================
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE PER SHARE(1) AGGREGATE OFFERING PRICE (1) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value 46,830 $14.57 $682,313.10 $206.75
==================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of computing the amount of the
registration fee in accordance with Rule 457(a) under the Securities
Act of 1933, based on the average of the high and low prices of the
Company's Common Stock as reported on the Nasdaq National Market System
on February 24, 1997.
-----------
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 THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE> 2
MOLECULAR DEVICES CORPORATION
CROSS-REFERENCE SHEET
PURSUANT TO ITEM 501(b) OF REGULATION S-K
SHOWING LOCATION IN PROSPECTUS OF INFORMATION
REQUIRED BY ITEMS OF FORM S-3
<TABLE>
<CAPTION>
ITEM NUMBER AND HEADING IN FORM S-3
REGISTRATION STATEMENT LOCATION IN PROSPECTUS
----------------------------------- ----------------------------
<S> <C>
1. Forepart of the Registration Statement and
Outside Front Cover Page of Prospectus.......... Outside Front Cover Page
2. Inside Front and Outside Back Cover Pages of
Prospectus...................................... Inside Front and Outside Back Cover Pages
3. Summary Information, Risk Factors and Ratio
of Earnings to Fixed Charges.................... The Company; Risk Factors
4. Use of Proceeds................................. Use of Proceeds
5. Determination of Offering Price................. Not Applicable
6. Dilution........................................ Not Applicable
7. Selling Security Holders........................ Selling Stockholders
8. Plan of Distribution............................ Outside Front Cover Page; Plan of Distribution
9. Description of Securities to be Registered...... Not Applicable
10. Interests of Named Experts and Counsel.......... Not Applicable
11. Material Changes................................ Not Applicable
12. Incorporation of Certain Information
By Reference.................................... Inside Front Cover Page
13. Disclosure of Commission Position on
Indemnification for Securities Act Liabilities.. Not applicable
</TABLE>
<PAGE> 3
PROSPECTUS
46,830 SHARES
MOLECULAR DEVICES CORPORATION
----------------
COMMON STOCK
----------------
All of the shares of Common Stock of Molecular Devices Corporation (the
"Company") offered hereby (the "Shares") are being offered and sold by the
Selling Stockholders. The Shares were purchased by the Selling Stockholders from
the Company in connection with an acquisition in 1996. The Company will not
receive any of the proceeds from the sale of the Shares by the Selling
Stockholders. See "Selling Stockholders."
The Shares may be offered by the Selling Stockholders from time to time
in transactions on the Nasdaq National Market System, in privately negotiated
transactions or a combination of such methods of sale, at fixed prices that may
be changed, at market prices prevailing at the time of sale, at prices related
to such prevailing market prices or at negotiated prices. The Selling
Stockholders may effect such transactions by selling the Shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Stockholders or the
purchasers of the Shares for whom such broker-dealers may act as agent or to
whom they sell as principal or both (which compensation to a particular
broker-dealer might be in excess of customary commissions). See "Selling
Stockholders" and "Plan of Distribution.
The Selling Stockholders, directly or through agents, dealers or
underwriters, may sell the Shares offered hereby from time to time on terms to
be determined at the time of sale. The Company's Common Stock is traded on the
Nasdaq National Market System under the symbol MDCC. The last reported sales
price on the Company's Common Stock on the Nasdaq National Market on February
24, 1997 was $14.50 per share.
----------------
THE SHARES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" COMMENCING ON PAGE 9.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
No underwriting commissions or discounts will be paid by the Company in
connection with this offering. Estimated expenses payable by the Company in
connection with this offering are $23,207. The aggregate proceeds to the Selling
Stockholders from the sale of the Shares will be the purchase price of the
Shares sold less the aggregate agents' commissions and underwriters' discounts,
if any, and other expenses of issuance and distribution not borne by the
Company. See "Plan of Distribution."
The Selling Stockholders and any broker-dealers, agents or underwriters
that participate with the Selling Stockholders in the distribution of the Shares
may be deemed to be "underwriters" within the meaning of the Securities Act of
1933, as amended (the "Act"), and any commissions received by them and any
profit on the resale of the Shares purchased by them may be deemed to be
underwriting commissions or discounts under the Act. The Company has agreed to
indemnify the Selling Stockholders and certain other persons against certain
liabilities, including liabilities under the Act.
THE DATE OF THIS PROSPECTUS IS FEBRUARY 26, 1997
<PAGE> 4
No person is authorized in connection with any offering made hereby to
give any information or to make any representation not contained or incorporated
by reference in this Prospectus, and any information or representation not
contained or incorporated herein must not be relied upon as having been
authorized by the Company. This Prospectus does not constitute an offer to sell,
or a solicitation of an offer to buy, by any person in any jurisdiction in which
it is unlawful for such person to make such offer or solicitation. Neither the
delivery of this Prospectus at any time nor any sale made hereunder shall, under
any circumstances, imply that the information herein is correct as of any date
subsequent to the date hereof.
AVAILABLE INFORMATION
The Company is subject to the informational reporting requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and at the Commission's
following Regional Offices: Chicago Regional Office, Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511; and New York Regional
Office, 7 World Trade Center, Suite 1300, New York, New York 10048. Copies of
such material can be obtained at prescribed rates from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549. The Commission maintains a Web site that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission. The address of such
Web site is http://www.sec.gov. The Company's Common Stock is quoted on the
Nasdaq National Market System, and such reports, proxy statements and other
information can also be inspected at the offices of The Nasdaq Operations, 1735
K Street, N.W., Washington, D.C. 20006.
Additional information regarding the Company and the Shares offered
hereby is contained in the Registration Statement on Form S-3 and the exhibits
thereto filed with the Commission under the Securities Act of 1933, as amended
(the "Securities Act"). This Prospectus does not contain all of the information
contained in such Registration Statement and the exhibits thereto. Statements
contained in this Prospectus regarding the contents of any document or contract
may be incomplete and, in each instance, reference is made to the copy of such
contract or document filed as an exhibit to the Registration Statement. For
further information pertaining to the Company and the Shares, reference is made
to the Registration Statement and the exhibits thereto, which may be inspected
without charge at, and copies thereof may be obtained at prescribed rates from,
the office of the Commission at 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
pursuant to the Exchange Act are by this reference incorporated in and made a
part of this Prospectus:
(1) The Annual Report on Form 10-K for the fiscal year ended December 31,
1995 filed on March 26, 1996, including all matters incorporated by
reference therein;
(2) The Proxy Statement filed on April 25, 1996, including all matters
incorporated by reference therein;
(3) The Quarterly Report on Form 10-Q for the quarterly period ended March
31, 1996, filed on May 2, 1996;
(4) The Quarterly Report on Form 10-Q for the quarterly period ended June
30, 1996, filed on August 14, 1996, including all matters incorporated
by reference therein; and
(5) The Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1996, filed on November 13, 1996, including all matters
incorporated by reference therein.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering shall be deemed to be incorporated by reference
herein and to be a part of this Prospectus from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be
4.
<PAGE> 5
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is 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
Prospectus.
Copies of all documents which are incorporated herein by reference (not
including the exhibits to such documents, unless such exhibits are specifically
incorporated by reference into such documents or into this Prospectus) will be
provided without charge to each person, including any beneficial owner to whom
this Prospectus is delivered, upon a written or oral request to Molecular
Devices Corporation, Attention: Andrew Galligan, 1311 Orleans Drive, Sunnyvale,
California 94089, telephone number (408) 747-1700.
5.
<PAGE> 6
THE COMPANY
The following summary is qualified in its entirety by the more detailed
information and the Consolidated Financial Statements and Notes thereto
incorporated by reference in this Prospectus.
Molecular Devices Corporation (the "Company") designs, develops,
manufactures and markets proprietary, high performance, bioanalytical
measurement systems, including consumables, designed to accelerate and improve
the cost-effectiveness of the drug discovery and development process. The
Company integrates its expertise in engineering, molecular and cell biology and
chemistry to develop proprietary core technologies which it incorporates into
its sophisticated bioanalytical systems, including MAXline Microplate Readers,
Threshold System and Cell Analysis Systems. The Company's innovative
bioanalytical systems are designed to provide greater speed, sensitivity and
reproducibility than traditional instruments or methods. As part of its strategy
to provide complete customer solutions, the Company also offers a broad range of
consumables, including ultraviolet-transparent microplates for certain of the
MAXline Microplate Readers, assay kits for the Threshold System and disposable
capsules for certain of the Cell Analysis Systems, as well as software upgrades,
and service and technical support on a contract basis. The Company's systems
have applications in many aspects of the therapeutic development process, from
drug discovery and clinical research through manufacturing and quality control.
Industry sources estimate that approximately 50,000 research groups are
engaged in life sciences research activities worldwide, including academic
institutions, government laboratories and private foundations, as well as
biotechnology, pharmaceutical and chemical companies. The increased emphasis on
reducing costs and optimizing resources in the life sciences is forcing these
organizations to be more selective in the allocation of their research budgets
by embracing new technologies which accelerate and improve the
cost-effectiveness of the drug discovery and development process. As a result,
research groups are increasingly relying on a variety of advanced techniques,
including combinatorial chemistry, genomics and molecular biology, to develop
novel therapeutics that address complex biological problems in fields such as
oncology, virology, neurology and auto-immune diseases. Through combinatorial
chemistry (the process of assembling chemical molecules to rapidly produce many
ordered sequences of such molecules), scientists are creating large libraries of
novel compound structures, thereby dramatically augmenting compound libraries
historically limited to natural molecule sources, such as plant extracts or
microbial fermentation broths. The worldwide effort to sequence the human genome
is beginning to identify novel molecules that will likely become targets for new
therapeutic products. Molecular biology continues to provide the capability to
manipulate living systems through an enhanced understanding of the role played
by DNA, proteins and RNA in cellular processes.
The Company is widely perceived as a leader in microplate reader
technology and believes it was the first to introduce microplate readers
allowing high throughput kinetic analysis and the detection of DNA, proteins and
RNA in a 96-well microplate format. The Company introduced the first in its
family of MAXline Microplate Readers in 1987 and continues to develop systems
offering innovative capabilities in a microplate format. The Company believes
that these innovations, along with proprietary analytical software programs
allowing for the acquisition and processing of large quantities of biochemical
and biological data, have significantly expanded the market for microplate
reader technology.
The Threshold System was introduced in 1989 in response to the growing
number of biopharmaceuticals entering clinical trials and the need for more
sensitive and reproducible methods to detect contaminants in therapeutics during
the manufacturing and quality control process. The Threshold System is a
fully-integrated system capable of rapidly and accurately quantitating DNA with
a picogram-level sensitivity.
The Company introduced the first in its family of Cell Analysis Systems
in 1992. These systems detect biological activity at the cellular level. The
Company believes that the Cytosensor System is the only single-assay system
capable of measuring multiple cellular mechanisms in a real-time, noninvasive
manner. As a result, biological responses in receptor targets can be detected in
minutes, producing functional information in hours rather than days. The
Cytosensor System is currently being used for a broad range of applications
including receptor pharmacology, orphan receptor identification and in vitro
toxicology testing. The FLIPR System is a high throughput live cell screening
system. The FLIPR System is being used in drug screening where large quantities
of potential therapeutic compounds are screened for biological activity.
As part of its strategy to provide complete customer solutions, the
Company offers a broad range of consumables, including ultraviolet-transparent
microplates for certain of the MAXline Microplate Readers, assay kits for the
Threshold System and disposable capsules for the Cytosensor System, as well as
software upgrades, and service and technical support on a contract basis.
6.
<PAGE> 7
The Company distributes its products primarily through direct sales
representatives in the United States, Germany and the United Kingdom, as well as
through multiple distributors in certain geographic markets. The Company also
distributes certain of its MAXline products through a national scientific
products distribution company in the United States. The sales effort in the
United States is supported by a team of service, technical and applications
specialists employed by the Company. The Company currently has an installed base
of approximately 8,600 units worldwide and has sold multiple systems to many of
its customers.
7.
<PAGE> 8
THE OFFERING
Shares offered ........................ 46,830 Shares, all of which are being
offered by the Selling Stockholders.
Use of Proceeds........................ The Company will not receive any of the
proceeds from the sale of the Shares by
the Selling Stockholders.
Nasdaq National Market Symbol.......... MDCC.
-----------------------------------
SPECTRAmax(TM), Vmax(R), SOFTmax(R), ROBOmax(R), Threshold(R),
Cytosensor(R), FLIPR(TM), Cytosoft(R), Liveware(TM) and Molecular Devices(R) are
trademarks of the Company. This Prospectus also includes trademarks of companies
other than the Company.
8.
<PAGE> 9
RISK FACTORS
THE FOLLOWING FACTORS SHOULD BE CONSIDERED CAREFULLY WITH THE
INFORMATION PROVIDED ELSEWHERE IN THIS PROSPECTUS IN EVALUATING AN INVESTMENT IN
THE SHARES OFFERED HEREBY.
THIS PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS WHICH INVOLVE RISKS
AND UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM
THOSE ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN
FACTORS, INCLUDING THOSE SET FORTH IN THE FOLLOWING RISK FACTORS AND ELSEWHERE
IN THIS PROSPECTUS.
Accumulated Deficit; Uncertainty of Future Operating Results; Quarterly
Fluctuations. Although the Company achieved profitability in the fourth quarter
of 1992, the Company had an accumulated deficit of $10.4 million at September
30, 1996. Future operating results will depend on many factors, including demand
for the Company's products, the levels and timing of government and private
sector funding of life sciences research activities, the timing of the
introduction of new products by the Company or competing companies, the
Company's ability to integrate acquired products and technology into its
manufacturing and distributing processes, and the Company's ability to control
costs and its ability to attract and retain highly qualified technical,
managerial and sales personnel. Furthermore, the Company's gross margins can be
significantly affected by many factors, including shifts in product mix between
periods or during any particular period, the mix of direct sales as compared
with sales through distributors, competitive price pressures or quarterly
fluctuations in sales levels relative to fixed costs. There can be no assurance
that the Company will be able to grow in future periods or that it will be able
to sustain its historic rate of revenue growth or remain profitable on a
quarterly basis.
The Company manufactures its products to forecast rather than to
outstanding orders, and products are typically shipped within 30 to 60 days of
purchase order receipt. As a result, the Company does not believe the amount of
backlog at any particular date is indicative of its future level of sales.
Although the Company's manufacturing procedures are designed to assure rapid
response to customer orders, they may in certain instances create a risk of
excess or inadequate inventory levels if orders do not match forecasts. The
Company's expense levels are based, in part, on expected future sales. If sales
levels in a particular quarter do not meet expectations, the Company may not be
able to adjust operating expenses sufficiently quickly to compensate for the
shortfall, and the Company's results of operations may be materially adversely
affected. Many of the Company's products are subject to long customer
procurement processes. This is particularly true for products, such as the Cell
Analysis Systems, that require a significant capital commitment by the customer.
For example, the Company estimates that the sales cycle for a Cell Analysis
System typically ranges from three to twelve months from initial inquiry to
purchase order. Accordingly, the timing of capital equipment purchases by
customers is expected to be uneven and difficult to predict. In addition, a
portion of the Company's revenues is typically derived from sales of a small
number of relatively high-priced systems, and sales of such products may
increase as a percentage of revenues in the future. Delays in receipt of
anticipated purchase orders of such products could lead to substantial
variability in results from quarter to quarter. In addition, the Company has
historically received purchase orders and made a significant portion of each
quarter's product shipments near the end of the quarter. If that pattern
continues, even short delays in the receipt of purchase orders or shipment of
products at the end of a quarter could have a material adverse effect on results
of operations for that quarter. The Company typically experiences a decrease in
the level of sales in the first calendar quarter as compared to the fourth
quarter of the preceding year because of budgetary and capital equipment
purchasing patterns in the life sciences industry. In 1995, the Company also
experienced a decrease in product revenues in the third quarter compared to the
second quarter, related to seasonality primarily associated with lower European
and academic sales during the summer months. The Company's product revenues
increased in the third quarter of 1996 compared to the second quarter of 1996
primarily due to the introduction of a new Cell Analysis product. The Company,
however, expects the third quarter seasonality trend to continue in future years
as the Company increases its efforts to penetrate international markets.
Operating results in any period should not be considered indicative of the
results to be expected for any future period. Fluctuations in operating results
may also result in fluctuations in the price of the Company's Common Stock.
Dependence on New Products; Rapid Technological Change. The life
sciences instrumentation market is characterized by rapid technological change
and frequent new product introductions. The Company's future success will depend
on its ability to enhance its current products and to develop and introduce, on
a timely basis, new
9.
<PAGE> 10
products that address the evolving needs of its customers. There can be no
assurance that the Company will not experience difficulties that could delay or
prevent the successful development, introduction and marketing of new products
or product enhancements. The Company has experienced, and may in the future
experience, delays in the development and introduction of new products and
product enhancements, and there can be no assurance that the Company will not
experience additional delays in the future. In addition, there can be no
assurance that new products will adequately meet the requirements of the
marketplace and achieve market acceptance. If the Company is unable, for
technological or other reasons, to develop and introduce products in a timely
manner in response to changing market environments or customer requirements,
there could be a material adverse effect on the Company's business, financial
condition and results of operations.
Financial Impact of New Product Introductions. The Company is actively
engaged in product development programs. The introduction or announcement of new
products by the Company or by others could render existing products obsolete or
result in a delay of or decrease in purchase orders for existing products, as
customers evaluate these new products. Although new products are generally
designed to address separate market segments, the introduction of follow-on
products could adversely affect sales of existing products in the same product
line with less functionality.
Market Acceptance of New Products. Many of the Company's products are
based on innovative technologies that represent alternatives to traditional
instruments and methods and as a result may be slow to achieve, or may not
achieve, market acceptance, as customers may seek further validation of the
efficiency and efficacy of the technology. This is particularly true where
purchase of the product requires a large capital commitment. For example, the
Cytosensor System is based on scientific principles, which the Company believes
it was the first to establish. Although the Company believes that the basic
principles underlying the Cytosensor System technology are generally accepted in
the scientific community, to date potential customers have been slow to accept
the benefits of this technology for commercial applications. Accordingly, the
sales cycle for the Cytosensor System has been, and is expected to continue to
be, a relatively long one, and the Company has sold only a limited number of
Cytosensor Systems to date. The Company believes that, to a significant extent,
its growth prospects depend on its ability to gain acceptance by a broader group
of customers of the efficiency and efficacy of the Company's innovative
technologies, including the Cytosensor System. There can be no assurance that
the Company will be successful in obtaining such broad acceptance.
Dependence on Capital Spending Policies and Government Research
Funding. The Company's customers include pharmaceutical, biotechnology, chemical
and industrial companies, and the capital spending policies of these companies
can have a significant effect on the demand for the Company's products. Such
policies are based on a wide variety of factors, including the resources
available to make such purchases, the spending priorities among various types of
research equipment and the policies regarding capital expenditures during
recessionary periods. Any decrease in capital spending by life sciences
companies could have a material adverse effect on the Company's business,
financial condition and results of operations. Biotechnology companies raise
significant amounts of capital through public offerings, and the availability of
capital through the public markets can be cyclical. Most of these companies are
engaged in active research and development programs that include capital
spending. However, there can be no assurance that the raising of capital by
these companies will continue at high rates or that the availability of
additional capital will result in increased sales of the Company's products.
A significant portion of the Company's sales to date have been to
universities, government research laboratories, private foundations and other
institutions, where funding is dependent on grants from government agencies such
as the National Institutes of Health ("NIH"). The funding associated with
approved NIH grants for instrumentation generally becomes available at
particular times of the year, as determined by the government. Although research
funding has increased during the past several years, grants have, in the past,
been frozen for extended periods or have otherwise become unavailable to various
institutions, sometimes without advance notice. Furthermore, increasing
political pressures in the United States to reduce or eliminate budgetary
deficits may result in reduced allocations to the NIH and the other government
agencies that fund research and development activities. If government funding,
especially NIH grants, necessary to purchase the Company's products were to
become unavailable to researchers for any extended period of time or if overall
research funding were to decrease, the Company's business, financial condition
and results of operations could be materially adversely affected.
Highly Competitive Market. The market for the Company's products is
highly competitive, and the Company expects competition to increase. The Company
competes with many other instrumentation companies for
10.
<PAGE> 11
the allocation of capital funds used in research, including those that do not
manufacture microplate readers or biosensor-based products directly competitive
with those of the Company. Many of these companies have significantly greater
research and development, marketing, financial and other resources than the
Company, and therefore represent significant competition. In addition, many
companies, research institutions and government organizations that might
otherwise be customers for the Company's products employ methods for
bioanalytical analysis that are internally developed. Many of these companies
also have significantly greater financial, technical, marketing, sales and other
resources than does the Company. Moreover, these companies and institutions
compete with the Company in recruiting and retaining highly qualified scientific
and management personnel.
Since their introduction in 1987, the MAXline Microplate Readers have
been the Company's primary product, accounting for 56%, 60% and 56% of product
revenues in 1993, 1994 and 1995, respectively. The market for microplate readers
is divided into three general segments: inexpensive microplate readers for
customers that require relatively low levels of quantitative accuracy; higher
performance microplate readers; and premium performance microplate readers. The
Company does not compete in the first segment of this market. The second segment
of the microplate reader market is characterized by intense competition from a
number of companies that offer, or may in the future offer, products with
generally similar performance capabilities as those offered by the Company's
products. The Company currently experiences less competition in the third
segment of the microplate reader market, although the Company expects that
competition will increase in the future, as several current and potential
competitors have the technological and financial ability to enter this segment
of the market. Many of the Company's competitors have substantially greater
financial, technical, marketing, sales and other resources than the Company, and
certain of these companies may have a larger market share worldwide. The
Company's MAXline products are generally priced at a premium to other microplate
readers. The Company competes in the microplate reader market primarily on the
basis of performance and productivity, and there can be no assurance that the
Company can continue to compete successfully in this market.
Dependence on Patents and Proprietary Technology. The Company's success
will depend in part on its ability to obtain and maintain patent protection for
its products, both in the United States and in other countries. Although the
Company has a portfolio of U.S. patents and patent applications, as well as
foreign counterparts, covering many aspects of its products and technologies,
there can be no assurance that patents will issue from any present or future
applications or, if patents issue, that any claims allowed will be sufficiently
broad to protect the Company's technology. In addition, there can be no
assurance that the patents issued to the Company will not be challenged,
invalidated or circumvented, or that the rights granted thereunder will provide
proprietary protection to the Company. The field of life sciences
instrumentation is covered by many issued patents and patent applications.
Patent applications in the United States remain confidential until a patent is
issued and, therefore, the Company's products could in the future be found to
infringe third-party patents of which the Company is not currently aware.
Although the Company is not currently a party to any patent or other
litigation, if the Company's products are suspected of using technology,
processes or other subject matter that is claimed under other existing U.S. or
foreign patents, or if other companies obtain patents claiming subject matter
utilized by the Company, such companies may bring infringement actions against
the Company. Because many holders of patents in the field of life sciences
instrumentation have substantially greater resources than the Company and
because patent litigation is very expensive, the Company may not have the
resources necessary to successfully challenge the validity of such patents or
withstand claims of infringement or challenges to its patents in cases where
the Company's position has merit. Even if the Company is successful in
prevailing in such actions, the cost of such litigation could have a material
adverse effect on the Company's business, financial condition and results of
operations. An adverse outcome in any future patent dispute could subject the
Company to significant liabilities to third parties, require disputed rights to
be licensed or require the Company to cease using the infringed technology.
There can be no assurance that the Company will be able to obtain such licenses
or that such licenses, if available, can be obtained on commercially reasonable
terms.
The Company also relies on trade secret and copyright law, employee and
third-party nondisclosure agreements and other protective measures to protect
its intellectual property rights pertaining to its products and technology.
There can be no assurance that these agreements and measures will provide
meaningful protection of the Company's trade secrets, know-how, or other
proprietary information in the event of any unauthorized use, misappropriation
or disclosure or that others will not independently develop substantially
equivalent proprietary technologies. In addition, the laws of certain foreign
countries do not protect the Company's intellectual property rights to the same
extent as do the laws of the United States. There can be no assurance that the
Company will be able to protect its intellectual property successfully.
11.
<PAGE> 12
Dependence on Single-Source Suppliers. Certain components used in the
Company's products are currently purchased from single sources. Any delay in the
manufacture of such components could materially adversely affect the Company's
business, financial condition and results of operations. Additional components,
such as optical, electronic and pneumatic devices, are currently purchased in
configurations specific to the Company's requirements and, together with certain
other components, such as computers, are integrated into the Company's products.
Although the Company believes that most of the components used in its products
are available from alternate sources, any unanticipated interruption in the
supply of these components or other supplies, or changes to the specifications
or interface of standard components or supplies adopted unilaterally by their
manufacturers, could require the Company to redesign its products to utilize
alternative or modified components or supplies. The Company's reliance on
sole-source vendors involves several risks in addition to potential shortages of
supply, including reduced control over delivery schedules and risks of adverse
manufacturing yields, reduced quality and higher costs. In the event of yield,
quality, delivery or supply problems, the Company could be forced to delay
shipment of products, which could have a material adverse effect on the
Company's business, financial condition and results of operations.
Compliance with Government Regulations. The production and marketing of
certain of the Company's products and its ongoing research and development
activities are subject to regulation by government authorities in the United
States and in other countries. To the extent that an analytical instrument will
be used in a clinical application, the manufacturer of that instrument must
submit to the U.S. Food and Drug Administration (the "FDA"), prior to commercial
distribution of the instrument, either a premarket notification ("510(k)") or a
premarket approval ("PMA") application. Although the Company has previously
received 510(k) clearance with respect to certain clinical applications of its
products, it has limited experience in obtaining regulatory approvals. There can
be no assurance that the FDA or certain corresponding state or international
government agencies will permit marketing of the Company's products in their
respective jurisdictions. Moreover, even if regulatory approval is obtained, a
marketed product, its manufacturer and its manufacturing facilities are subject
to continual review and periodic inspections. The regulatory standards for
manufacturing are currently being applied stringently by the FDA and state
regulatory agencies. Discovery of previously unknown problems with a product,
manufacturer or facility may result in restrictions on such product or
manufacturer, including fines, costly recalls or even withdrawal of the product
from the market, all of which could have a material adverse effect on the
Company's business, financial condition and results of operations. Certain of
the Company's products are marketed for inclusion in the clinical trial or
manufacturing protocols of its customers. Any change in protocol requires
resubmission of the protocol to the FDA for approval. Therefore, once a customer
has committed resources to an internally developed method that is part of its
product's FDA-approved protocol, it may not be cost-effective or may otherwise
be problematic to adopt a different methodology for that product, which may
cause a delay in the adoption by the Company's customers of the Company's
products. In addition, international regulatory bodies often establish varying
regulations governing product standards, packaging requirements, labeling
requirements, import restrictions, tariff regulations, duties and tax
requirements. As a result of the Company's sales in Europe, the Company may be
required to obtain ISO 9000 certification. The Company expects to institute an
ISO 9000 compliance program but there can be no assurance that the Company will
be successful in meeting certification requirements. The Company is also subject
to numerous environmental and safety laws and regulations, including those
governing use of hazardous materials. Any violation of, and the cost of
compliance with, these regulations could have a material adverse effect on the
Company's business, financial condition and results of operations.
Product Liability Risk; Limited Insurance Coverage. The Company's
business may expose it to potential liability risks that are inherent in the
testing, manufacturing and marketing of its products. The Company currently has
only limited product liability insurance, and there can be no assurance that it
will be able to maintain such insurance or obtain additional insurance on
acceptable terms or that insurance will provide adequate coverage against
potential liabilities. A successful product liability claim or series of claims
brought against the Company in excess of its insurance coverage could have a
material adverse effect on the Company's business, financial condition and
results of operations.
International Sales and Operations. Product sales to customers outside
the United States accounted for approximately 31%, 38% and 37% of the Company's
product revenues in 1993, 1994 and 1995, respectively. The Company expects that
international sales will account for an increasing percentage of revenues in the
future. Although currently a majority of the Company's international sales are
denominated in U.S. dollars, as the Company expands its international
operations, it may be required to invoice a greater proportion of its sales in
local currencies. Consequently, fluctuations in the value of foreign currencies
relative to the U.S. dollar may adversely
12.
<PAGE> 13
effect the Company's results of operations because of currency translation
adjustments, or adversely impact sales and profitability if the value of foreign
currencies declines relative to the U.S. dollar. International sales and
operations may also be materially adversely effected by the imposition of
government controls, export license requirements, restrictions on the export of
critical technology, political and economic instability or conflicts, trade
restrictions, changes in tariffs and taxes, difficulties in staffing and
managing international operations, problems in establishing or managing
distributor relationships and general economic conditions.
Dependence upon International Distributors. The Company markets and
sells its products internationally primarily through a network of distributors
in certain geographic markets, and directly to customers through its
subsidiaries in the United Kingdom and Germany. The Company's international
sales are partially dependent upon the marketing efforts of, and sales by, these
distributors, many of whom have only recently established relationships with the
Company. The Company's distribution agreements generally provide for exclusive
distribution arrangements and minimum purchase targets. Such agreements also
generally prohibit the distributors from designing, manufacturing, promoting or
selling any products that are competitive with the Company's products. The use
of distributors involves certain risks, including the risks that distributors
will be unable to satisfy financial obligations to the Company or will cease
operations. A distributor's inability to invest adequate capital promoting the
Company's products or its cessation of operations could materially adversely
affect the Company's sales in the territory served by the distributor, until a
replacement distributor is located. The Company also does not currently have
distributors in a number of significant international markets that it has
targeted and will need to establish additional international distribution
relationships. There can be no assurance that the Company will engage qualified
distributors in a timely manner, and the failure to do so could have a material
adverse effect on the Company's business, financial condition and results of
operations.
Dependence on Key Personnel. The Company's future success depends in
significant part on the continued service of, and on the Company's continuing
ability to attract and retain, highly qualified technical, managerial and sales
personnel. Competition for such personnel is intense in the Company's market and
geographic location, and there can be no assurance that the Company can retain
or attract such employees in the future. The loss of key personnel or the
inability to hire or retain qualified personnel could have a material adverse
effect on the Company's business and results of operations.
Possible Volatility of Stock Price. The trading price of the Company's
Common Stock could be subject to wide fluctuations in response to variations in
quarterly operating results, failure to meet expectations of or a change in
recommendation by securities analysts, announcements of technological
innovations or new products by the Company or its competitors, government policy
changes, general trends in the industry and other events or factors, including
factors outside the Company's control. In addition, the stock market has
experienced significant price and volume fluctuations which have particularly
affected the market prices for many high technology companies. These broad
market fluctuations may adversely affect the market price of the Company's
Common Stock.
Concentration of Ownership. Based upon the shares outstanding as of
February 14, 1997, approximately 45% of the outstanding shares of Common Stock
were held by officers, directors or stockholders holding in excess of 5% of the
outstanding Common Stock, and their affiliates. As a result, these stockholders,
if they act in concert, will be able to elect a majority of the members of the
Board of Directors and thereby continue their control of the Company's
management and affairs.
Anti-Takeover Effects of Certificate of Incorporation, Bylaws and
Delaware Law. The Company's Board of Directors has the authority to issue up to
3,000,000 shares of Preferred Stock and to determine the price, rights,
preferences and privileges of those shares without any further vote or action by
the stockholders. The rights of the holders of Common Stock will be subject to,
and may be adversely affected by, the rights of the holders of any Preferred
Stock that may be issued in the future. The issuance of Preferred Stock, while
providing desirable flexibility in connection with possible acquisitions and
other corporate purposes, could have the effect of making it more difficult for
a third party to acquire a majority of the outstanding voting stock of the
Company. The Company has no present plans to issue shares of Preferred Stock.
Furthermore, certain provisions of the Company's Certificate of Incorporation
and Bylaws may have the effect of delaying or preventing changes in control or
management of the Company, which could adversely affect the market price of the
Company's Common Stock. In addition, the Company will become subject to the
provisions of Section 203 of the Delaware General Corporation Law, an
anti-takeover law.
13.
<PAGE> 14
THE COMPANY
Molecular Devices was incorporated in California in 1983 and
reincorporated in Delaware in 1995. Unless the context otherwise requires,
"Molecular Devices" and the "Company" refer to Molecular Devices Corporation, a
Delaware corporation, its consolidated subsidiaries and the Delaware
corporation's predecessor. The Company's executive offices are located at 1311
Orleans Drive, Sunnyvale, California 94089, and its telephone number is (408)
747-1700.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Stockholders.
DIVIDEND POLICY
The Company has not paid any dividends since its inception and does not
intend to pay any cash dividends in the foreseeable future. Future cash
dividends, if any, will be determined by the Board of Directors.
14.
<PAGE> 15
SELLING STOCKHOLDERS
The following table sets forth the names of the Selling Stockholders,
the number of shares of Common Stock owned by each Selling Stockholder prior to
this offering, the number of shares of Common Stock being offered for the
account of each Selling Stockholder and the number of shares of Common Stock to
be owned by each Selling Stockholder after completion of this offering. This
information is based upon information provided by the Selling Stockholders.
Because the Selling Stockholders may offer all, some or none of their Common
Stock, no definitive estimate as to the number of Shares thereof that will be
held by the Selling Stockholders after such offering can be provided.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BEING SHARES BENEFICIALLY
SELLING STOCKHOLDER(1)(2) OWNED PRIOR TO OFFERING OFFERED OWNED AFTER OFFERING (3)
- ------------------------- --------------------------- ------- ---------------------------
<S> <C> <C> <C>
Bradley D. Neagle 73,171 23,415 49,756
Kirk S. Schroeder 73,171 23,415 49,756
</TABLE>
- --------------------
(1) Unless otherwise indicated below, the persons named in the table have
or will have sole voting and investment power with respect to all
shares beneficially owned by them, subject to community property laws
where applicable.
(2) The Selling Stockholders received shares of Common Stock in connection
with the Company's acquisition of NovelTech, Inc. in June 1996. They
are currently employed by the Company.
(3) Assumes the sale of all Shares offered hereby. The Company has agreed
to pay all reasonable fees and expenses incident to the filing of this
offering. See "Plan of Distribution."
15.
<PAGE> 16
PLAN OF DISTRIBUTION
The Shares may be offered by the Selling Stockholders from time to time
in transactions on the Nasdaq National Market System, in privately negotiated
transactions or a combination of such methods of sale, at fixed prices that may
be changed, at market prices prevailing at the time of sale, at prices related
to such prevailing market prices or at negotiated prices. The Selling
Stockholders may effect such transactions by selling the Shares directly or by
or through agents or broker-dealers who may receive compensation in the form of
discounts, concessions or commissions from the Selling Stockholders or the
purchasers of the Shares for whom such broker-dealers may act as agent or to
whom they sell as principal or both (which compensation to a particular
broker-dealer might be in excess of customary commissions).
The Selling Stockholders and any underwriters, dealers or agents that
participate in the distribution of the Shares may be deemed to be "underwriters"
within the meaning of the Securities Act, and any discounts, commissions or
concessions received by them and any provided pursuant to the sale of the Shares
by them might be deemed to be underwriting discounts and commissions under the
Securities Act. In order to comply with the securities laws of certain states,
if applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the Shares may not simultaneously engage
in market making activities with respect to such Shares for a period of nine
business days prior to the commencement of such distribution. In addition and
without limiting the foregoing, each Selling Stockholder will be subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder, including, without limitation, Rules 10b-2, 10b-6 and 10b-7, which
may limit the timing of purchases and sales of the Shares by the Selling
Stockholders.
The Company entered into agreements with the Selling Stockholders to
register their Shares under applicable federal and state securities laws. The
Company will pay substantially all of the expenses incident to the offering and
sale of the Shares to the public, other than commissions, concessions and
discounts of underwriters, dealers or agents. Such expenses (excluding such
commissions and discounts) are estimated to be $23,207. Such agreements provide
for cross-indemnification of the Selling Stockholders and the Company to the
extent permitted by law, for losses, claims, damages, liabilities and expenses
arising, under certain circumstances, out of any registration of the Shares.
LEGAL MATTERS
The validity of the issuance of the shares of Common Stock offered
hereby will be passed upon for the Company by Cooley Godward LLP, Palo Alto,
California ("Cooley Godward").
EXPERTS
The consolidated financial statements and schedule of Molecular Devices
Corporation appearing in the Company's Annual Report (Form 10-K) for the year
ended December 31, 1995, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
16.
<PAGE> 17
No person is authorized in connection with any offering made hereby to
give any information or to make any representation not contained herein and, if
given or made, such information or representation must not be relied upon as
having been authorized by the Company or any Selling Stockholder. This
Prospectus does not constitute an offer to sell or a solicitation of an offer to
buy any of the securities offered hereby to any person in any jurisdiction in
which it is unlawful to make such offer or solicitation. Neither the delivery of
this Prospectus nor any sale made hereunder shall under any circumstances create
any implication that there has been no change in the affairs of the Company
since the date hereof or that the information contained herein is correct as of
any time subsequent to the date hereof.
TABLE OF CONTENTS
Page
Available Information............................................. 4
Incorporation of Certain Documents By Reference................... 4
Summary Information............................................... 6
The Offering...................................................... 8
Risk Factors...................................................... 9
The Company....................................................... 14
Use of Proceeds................................................... 14
Dividend Policy................................................... 14
Selling Stockholders.............................................. 15
Plan of Distribution.............................................. 16
Legal Matters .................................................... 16
Experts........................................................... 16
46,830 SHARES
MOLECULAR
DEVICES
CORPORATION
COMMON STOCK
--------------
PROSPECTUS
--------------
FEBRUARY 26, 1997
<PAGE> 18
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth all expenses, other than the
underwriting discounts and commissions, payable by the Registrant in connection
with the sale of the Common Stock being registered. All the amounts shown are
estimates.
<TABLE>
<S> <C>
Registration fee............................ $ 207
Printing and engraving expenses............. 3,000
Legal fees and expenses..................... 15,000
Accounting fees and expenses................ 5,000
------
Total.............................. $23,207
======
</TABLE>
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Under Section 145 of the Delaware General Corporation Law, the
Registrant has broad powers to indemnify its directors and officers against
liabilities they may incur in such capacities, including liabilities under the
Securities Act of 1933, as amended (the "Securities Act"). The Registrant's
Bylaws also provide that the Registrant will indemnify its directors and
executive officers and may indemnify its other officers, employees and agents to
the fullest extent permitted by Delaware law.
The Registrant's Certificate of Incorporation provides for the
elimination of liability for monetary damages for breach of the directors'
fiduciary duty of care to the Registrant and its stockholders. These provisions
do not eliminate the directors' duty of care and, in appropriate circumstances,
equitable remedies such an injunctive or other forms of non-monetary relief will
remain available under Delaware law. In addition, each director will continue to
be subject to liability for breach of the director's duty of loyalty to the
Registrant, for acts or omissions not in good faith or involving intentional
misconduct, for knowing violations of law, for any transaction from which the
director derived an improper personal benefit, and for payment of dividends or
approval of stock repurchases or redemptions that are unlawful under Delaware
law. The provision does not affect a director's responsibilities under any other
laws, such as the federal securities laws or state or federal environmental
laws.
The Registrant has entered into agreements with its directors and
executive officers that require the Registrant to indemnify such persons against
expenses (including attorneys' fees), judgments, fines, settlements and other
amounts actually and reasonably incurred (including expenses of a derivative
action) in connection with any proceeding, whether actual or threatened, to
which any such person may be made a party by reason of the fact that such person
is or was a director or officer of the Registrant or any of its affiliated
enterprises, provided such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
Registrant and, with respect to any criminal proceeding, had no reasonable cause
to believe his or her conduct was unlawful. The indemnification agreements also
set forth certain procedures that will apply in the event of a claim for
indemnification thereunder.
II-1
<PAGE> 19
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
2.1 Stock Purchase Agreement, dated June 7, 1996, among Molecular Devices
Corporation, NovelTech Systems, Inc., Brad Neagle and Kirk Schroeder
(1)
3.2 Amended and Restated Certificate of Incorporation (2)
3.3 Bylaws of the Registrant (2)
4.1 Specimen Common Stock Certificate (2)
5.1 Opinion of Cooley Godward LLP
11.1 Statement regarding computation of net income (loss) per share (3)
23.1 Consent of Ernst & Young LLP (reference is made to page II-5)
23.2 Consent of Cooley Godward LLP (reference is made to Exhibit 5.1)
24.1 Power of Attorney (reference is made to page II-4)
27.1 Financial Data Schedule
- ------------------------------
(1) Filed as an exhibit to the Company's Current Report on Form 8-K
(No. 000-27316), as amended, as filed by the Company with the
Securities and Exchange Commission, and incorporated herein by
reference.
(2) Filed as an exhibit to the Company's Registration Statement on
Form S-1 (No. 33-98926), as amended, filed with the Securities and
Exchange Commission and incorporated herein by reference.
(3) Filed as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1995 filed with the Securities
and Exchange Commission on March 26, 1996, and incorporated herein
by reference.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement 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; and
(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.
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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
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 provisions described in Item 15 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
Securities 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
II-2
<PAGE> 20
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 Securities Act and will be governed by
the final adjudication of such issue.
II-3
<PAGE> 21
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Sunnyvale, State of
California, on the 26th day of February, 1997.
MOLECULAR DEVICES CORPORATION
By /s/ JAMES P. IULIANO
------------------------------------------------------
James P. Iuliano
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
JAMES P. IULIANO and ANDREW H. GALLIGAN or either of them, 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
or all amendments (including post-effective amendments) to the Registration
Statement on Form S-3, and to file the same, with all exhibits thereto, and all
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 requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his 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 below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE Title Date
--------- ----- ----
<S> <C> <C>
/s/ JAMES P. IULIANO President, Chief Executive Officer and February 26, 1997
- ---------------------------------- Director (Principal Executive Officer)
James P. Iuliano
/s/ ANDREW H. GALLIGAN Vice President, Finance and Chief Financial February 26, 1997
- ---------------------------------- Officer (Principal Financial and Accounting
Andrew H. Galligan Officer)
/s/ MOSHE H. ALAFI Director February 26, 1997
- ----------------------------------
Moshe H. Alafi
/s/ DAVID L. ANDERSON Director February 26, 1997
- ----------------------------------
David L. Anderson
/s/ A. BLAINE BOWMAN Director February 26, 1997
- ----------------------------------
A. Blaine Bowman
Director February 26, 1997
- ----------------------------------
Paul Goddard, Ph.D.
Director February 26, 1997
- ----------------------------------
Andre F. Marion
/S/ HARDEN M. MCCONNELL, PH.D. Director February 26, 1997
- ----------------------------------
Harden M. McConnell, Ph.D.
/s/ J. ALLAN WAITZ, PH.D. Director February 26, 1997
- ----------------------------------
J. Allan Waitz, Ph.D.
</TABLE>
II-4
<PAGE> 22
EXHIBIT INDEX
Exhibit
No. Document
5.1 Opinion of Cooley Godward LLP
23.1 Consent of Ernst & Young LLP, Independent Auditors
27.1 Financial Data Schedule
<PAGE> 1
[LETTERHEAD] Exhibit 5.1
February 26, 1997
Molecular Devices Corporation
1311 Orleans Drive
Sunnyvale, CA 94089
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Molecular Devices Corporation (the "Company") of a
Registration Statement on Form S-3 (the "Registration Statement") with the
Securities and Exchange Commission on or about February 26, 1997, covering the
offering of a total of 46,830 shares of the Company's Common Stock with a par
value of $0.001 (the "Shares"). The Shares were issued by the Company in
connection with the acquisition of NovelTech Systems, Inc. in June 1996. All of
the Shares are to be sold by certain stockholders as described in the
Registration Statement.
In connection with this opinion, we have examined and relied upon the
Registration Statement and related Prospectus, the Company's Amended and
Restated Certificate of Incorporation and Restated Bylaws, and the originals or
copies certified to our satisfaction of such records, documents, certificates,
memoranda and other instruments as in our judgment are necessary or appropriate
to enable us to render the opinion expressed below. We have assumed the
genuineness and authenticity of all documents submitted to us as originals, and
the conformity to originals of all documents where due execution and delivery
are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares are validly issued, fully paid and nonassessable.
<PAGE> 2
Molecular Devices Corporation
February 26, 1997
Page 2
We consent to the reference to our firm under the caption "Legal Matters" in the
Prospectus included on the Registration Statement and to the filing of this
opinion as an exhibit to the Registration Statement.
Very truly yours,
COOLEY GODWARD LLP
By /s/ Andrei M. Manoliu
------------------------------------
Andrei M. Manoliu
<PAGE> 1
Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement and related prospectus of Molecular Devices
Corporation for the registration of 46,830 shares of its common stock and to
the incorporation by reference therein of our report dated January 19, 1996,
with respect to the consolidated financial statements and schedule of Molecular
Devices Corporation included in its Annual Report (Form 10-K) for the year
ended December 31, 1995, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Palo Alto, California
February 25, 1997
II-5
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Condensed Consolidated Balance Sheet as of September 30, 1996 and the
Consolidated Statements of Operations for the nine months ended September 30,
1996 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 21,832
<SECURITIES> 0
<RECEIVABLES> 6,246
<ALLOWANCES> 196
<INVENTORY> 2,061
<CURRENT-ASSETS> 31,990
<PP&E> 5,571
<DEPRECIATION> 3,993
<TOTAL-ASSETS> 33,835
<CURRENT-LIABILITIES> 7,730
<BONDS> 0
0
0
<COMMON> 9
<OTHER-SE> 26,096
<TOTAL-LIABILITY-AND-EQUITY> 33,835
<SALES> 21,652
<TOTAL-REVENUES> 21,965
<CGS> 8,116
<TOTAL-COSTS> 8,276
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 35
<INTEREST-EXPENSE> 6
<INCOME-PRETAX> (686)
<INCOME-TAX> 394
<INCOME-CONTINUING> (292)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (292)
<EPS-PRIMARY> (0.03)
<EPS-DILUTED> (0.03)
</TABLE>
