<PAGE> 1
As filed with the Securities and Exchange Commission on December 6, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ARADIGM CORPORATION
(Exact name of registrant as specified in its charter)
CALIFORNIA 94-3133088
(State of Incorporation) (I.R.S. Employer Identification No.)
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3929 POINT EDEN WAY
HAYWARD, CA 94545
(Address of principal executive offices)
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1996 EQUITY INCENTIVE PLAN
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
RICHARD P. THOMPSON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
3929 POINT EDEN WAY
HAYWARD, CA 94545
(510) 265-9000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
JEFFREY S. ZIMMAN, ESQ.
JAMIE E. CHUNG, ESQ.
COOLEY GODWARD LLP
ONE MARITIME PLAZA, 20TH FLOOR
SAN FRANCISCO, CA 94111
(415) 693-2000
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Page 1 of 8 Pages
Exhibit Index at Page 6
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED SHARE(1) PRICE(1) REGISTRATION FEE
=========================================================================================================
<S> <C> <C> <C> <C>
Shares of Common 224,497 $6.94 -- $11.125(1)(a) $ 1,760,234 465
Stock, no par value
per share, issuable
pursuant to
outstanding options
under the 1996 Equity
Incentive Plan
=========================================================================================================
Shares of Common 1,595,503 $ 6.71875(1)(b) $10,719,785 $2,830
Stock, no par value
per share, reserved
for future grant
under the 1996 Equity
Incentive Plan
=========================================================================================================
Shares of Common 80,000 $ 6.71875(1)(b) $ 537,500 $ 142
Stock, no par value
per share, reserved
for future issuance
under the Employee
Stock Purchase Plan
=========================================================================================================
Totals 1,900,000 $13,017,519 3,437
=========================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee. The offering price per share and aggregate offering price are
based upon (a) the weighted average exercise price, for shares subject to
options previously granted under the Aradigm Corporation ("Registrant" or
"Company") 1996 Equity Incentive Plan and Employee Stock Purchase Plan (pursuant
to Rule 457(h) under the Securities Act of 1933, as amended (the "Act")) and (b)
the average of the high and low prices of the Company's Common Stock as reported
on the Nasdaq National Market on December 2, 1999 for shares available for grant
pursuant to the 1996 Equity Incentive Plan and Employee Stock Purchase Plan
(pursuant to Rule 457(c) under the Act).
2.
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INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8
NOS. 333-15947 AND 333-62039
The contents of the Registration Statements on Form S-8 Nos. 333-15947
and 333-62039 filed with the Securities and Exchange Commission on November 12,
1996 and August 21, 1998, respectively, are incorporated by reference herein
with such modifications as are set forth below.
Amendments to the 1996 Equity Incentive Plan (the "Incentive Plan") and
Employee Stock Purchase Plan (the "Purchase Plan") by the Board in February
1999, approved by the stockholders in May 1999, increased the number of shares
of the Company's Common Stock authorized for issuance under the Incentive Plan
from 2,980,000 shares to 4,800,000 shares and increased the number of shares of
the Company's Common Stock authorized for issuance under the Purchase Plan from
300,000 shares to 380,000 shares.
EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
-------
<S> <C>
5.1 Opinion of Cooley Godward LLP
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to
this Registration Statement
24.1 Power of Attorney is contained on the signature pages
99.1 1996 Equity Incentive Plan and forms of grant thereunder(1)
99.2 Employee Stock Purchase Plan and form of offering thereunder(1)
</TABLE>
(1) Filed as an exhibit to the Form S-8 Registration Statement (Registration
No. 333-62039) on August 21, 1998, and incorporated herein by reference.
3.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Hayward, State of California, on December 3,
1999.
ARADIGM CORPORATION
By: /s/ Richard P.Thompson
-------------------------------------
Richard P. Thompson
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard P. Thompson and Bonnie C. Walsh,
and each or any one 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 and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, 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 or his substitutes or substitute, 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Richard P. Thompson President, Chief Executive December 3, 1999
- ------------------------------------ Officer and Director
(RICHARD P. THOMPSON) (Principal Executive Officer)
/s/ Bonnie C. Walsh Interim Corporate Controller December 3, 1999
- ------------------------------------ (Principal Financial and
(BONNIE C. WALSH) Accounting Officer)
/s/ Reid M. Rubsamen, M.D. Vice President, Medical December 3, 1999
- ------------------------------------ Affairs, Secretary and
(REID M. RUBSAMEN, M.D.) Director
/s/ Frank H. Barker Director December 3, 1999
- ------------------------------------
(FRANK H. BARKER)
Director __________, 1999
- ------------------------------------
(WAYNE I. ROE)
</TABLE>
4.
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<TABLE>
<S> <C> <C>
/s/ Virgil D. Thompson Director December 3, 1999
- ------------------------------------
(VIRGIL D. THOMPSON)
</TABLE>
5.
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
5.1 Opinion of Cooley Godward LLP
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to
this Registration Statement
24.1 Power of Attorney is contained on the signature pages.
99.1 1996 Equity Incentive Plan and forms of grant thereunder(1)
99.2 Employee Stock Purchase Plan and form of offering thereunder(1)
</TABLE>
(1) Filed as an exhibit to the Form S-8 Registration Statement (Registration
No. 333-62039) on August 21, 1998, and incorporated herein by reference.
<PAGE> 1
Exhibit 5.1
December 3, 1999
Aradigm Corporation
3929 Point Eden Way
Hayward, CA 94545
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Aradigm Corporation (the "Company") of a Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission covering the offering of up to 1,900,000 shares of the
Company's Common Stock, no par value, (the "Shares") pursuant to its 1996 Equity
Incentive Plan and Employee Stock Purchase Plan (collectively, the "Plans").
In connection with this opinion, we have examined the Registration Statement and
related Prospectus, your Certificate of Incorporation and By-laws, as amended,
and such other documents, records, certificates, memoranda and other instruments
as we deem necessary as a basis for this opinion. We have assumed the
genuineness and authenticity of all documents submitted to us as originals, the
conformity to originals of all documents submitted to us as copies thereof, and
the due execution and delivery 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, when sold and issued in accordance with the Plans, the
Registration Statement and related Prospectuses, will be validly issued, fully
paid, and nonassessable (except as to shares issued pursuant to certain deferred
payment arrangements, which will be fully paid and nonassessable when such
deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
COOLEY GODWARD LLP
By: /s/ Jeffrey S. Zimman
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Jeffrey S. Zimman
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Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1996 Equity Incentive Plan and the Employee Stock
Purchase Plan of Aradigm Corporation, of our report, dated February 12, 1999,
with respect to the financial statements of Aradigm Corporation included in its
Annual Report on Form 10-K for the year ended December 31, 1998 filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Palo Alto, California
December 3, 1999
