<PAGE> 1
As filed with the Securities and Exchange Commission on August 7, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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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
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<CAPTION>
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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
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<S> <C> <C> <C> <C>
Shares of Common 120,000 $14.87 $1,784,400.00 $471.08
Stock, no par value
per share, reserved
for future issuance
under the Employee
Stock Purchase Plan
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(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 the average of the high and low prices of the Company's Common Stock
as reported on the Nasdaq National Market on August 3, 2000 for shares available
for issuance pursuant to the Employee Stock Purchase Plan (pursuant to Rule
457(c) under the Act).
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INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8
NOS. 333-15947, 333-62039 AND 333-92169
The contents of the Registration Statements on Form S-8 Nos. 333-15947,
333-62039 and 333-92169 filed with the Securities and Exchange Commission on
November 12, 1996, August 21, 1998 and December 6, 1999, respectively, are
incorporated by reference herein.
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
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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 June 29, 2000.
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 Norman Halleen,
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.
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<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Richard P. Thompson President, Chief Executive June 29, 2000
------------------------------------ Officer and Director
(Richard P. Thompson) (Principal Executive Officer)
/s/ Norman Halleen Vice President, Finance & July 5, 2000
------------------------------------ Administration and Chief
(Norman Halleen) Financial Officer (Principal
Financial and Accounting
Officer)
/s/ Reid M. Rubsamen, M.D. Vice President, Medical July 5, 2000
------------------------------------ Affairs, Secretary and
(Reid M. Rubsamen, M.D.) Director
/s/ Frank H. Barker Director June 29, 2000
------------------------------------
(Frank H. Barker)
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4.
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<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Wayne I. Roe Director July 4, 2000
------------------------------------
(Wayne I. Roe)
/s/ Virgil D. Thompson Director July 5, 2000
------------------------------------
(Virgil D. Thompson)
</TABLE>
5.
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NUMBERS
------- ----------- ------------
<S> <C> <C>
5.1 Opinion of Cooley Godward LLP 7
23.1 Consent of Ernst & Young LLP, Independent Auditors 8
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. --
</TABLE>
6.
