<PAGE> 1
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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APPLIED ANALYTICAL INDUSTRIES, INC.
(Exact name of registrant, as specified in its charter)
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<CAPTION>
Delaware 04-2687849
<S> <C>
(State or other jurisdiction of (I.R.S. Employer)
incorporation or organization) Identification No.)
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5051 New Centre Drive
Wilmington, North Carolina 28403
(Address of principal executive officers)
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APPLIED ANALYTICAL INDUSTRIES, INC.
1997 STOCK OPTION PLAN
(Full title of the plan)
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ALBERT N. CAVAGNARO
Associate General Counsel and Assistant Secretary
Applied Analytical Industries, Inc.
5051 New Centre Drive
Wilmington, North Carolina 28403
(Name and address of agent for service)
(910) 392-1606
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price per aggregate offering registration
to be registered registered unit price fee
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value 1,158,000 $13.09(1) $15,158,220(1) $4,213.99
(including options under the Applied
Analytical Industries, Inc. 1997
Stock Option Plan)
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(1) In accordance with Rule 457(h)(1) of Regulation C, the price for the shares
is computed on the basis of the average high and low prices for Common Shares on
May 10, 1999 as reported on the NASDAQ National Market System.
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<PAGE> 2
INCORPORATION BY REFERENCE
This Registration Statement registers 1,158,000 additional shares of
common stock of Applied Analytical Industries, Inc. under the Applied Analytical
Industries, Inc. 1997 Stock Option Plan, for which shares have previously been
registered on Form S-8 (Registration No. 333-50877), as amended (the "Prior
Registration Statement"). The contents of the Prior Registration Statement are
hereby incorporated by reference.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the 1933 Act, the Company certifies
that it has reasonable grounds to believe it meets all 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
Wilmington, State of North Carolina on May 12, 1999.
APPLIED ANALYTICAL INDUSTRIES, INC.
By: /s/ ALBERT N. CAVAGNARO
-----------------------------------
Albert N. Cavagnaro
Associate General Counsel and
Assistant Secretary
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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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ FREDERICK D. SANCILIO May 12, 1999
- ------------------------------------------------- President and Director
Frederick D. Sancilio, Ph.D. (Principal Executive Officer)
/s/ EUGENE T. HALEY Chief Financial Officer May 12, 1999
- ------------------------------------------------- (Principal Financial Officer)
Eugene T. Haley
/s/ GEORGE W. BECKWITH Controller May 12, 1999
- ------------------------------------------------- (Principal Accounting Officer)
George W. Beckwith
/s/ WILLIAM H. UNDERWOOD Director May 12, 1999
- -------------------------------------------------
William H. Underwood
JOSEPH H. GLEBERMAN* Director May 12, 1999
- -------------------------------------------------
Joseph H. Gleberman
JOHN M. RYAN* Director May 12, 1999
- -------------------------------------------------
John M. Ryan
JAMES L. WATERS* Director May 12, 1999
- -------------------------------------------------
James L. Waters
JAMES G. MARTIN* Director May 12, 1999
- -------------------------------------------------
James G. Martin
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*By: /s/ ALBERT N. CAVAGNARO
----------------------------------------
(Albert N. Cavagnaro, Attorney-in-Fact)
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EXHIBIT INDEX
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Exhibit Number Description
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5 Opinion of Robinson, Bradshaw & Hinson, P.A.
23.1 Consent of Robinson, Bradshaw & Hinson, P.A. (contained
in Exhibit 5)
23.2 Consent of Ernst & Young LLP
23.3 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney of Joseph H. Gleberman, dated April 7, 1999
24.2 Power of Attorney of John M. Ryan, dated April 7, 1999
24.3 Power of Attorney of James L. Waters, dated April 8, 1999
24.4 Power of Attorney of James G. Martin, dated April 21, 1999
</TABLE>
<PAGE> 1
EXHIBIT 5
ROBINSON, BRADSHAW & HINSON, P.A.
ATTORNEYS AT LAW
SOUTH CAROLINA OFFICE
101 NORTH TRYON STREET, SUITE 1900 THE GUARDIAN BUILDING
CHARLOTTE, NORTH CAROLINA 28246 ONE LAW PLACE - SUITE 600
TELEPHONE (704) 377-2536 P.O. DRAWER 12070
FAX (704) 378-4000 ROCK HILL, S.C. 29731
TELEPHONE (803) 325-2900
FAX (803) 325-2929
May 12, 1999
Applied Analytical Industries, Inc.
5051 New Centre Drive
Wilmington, North Carolina 28403
Attention: R. Forrest Waldon
Re: Registration Statement on Form S-8 for Applied Analytical
Industries, Inc. 1997 Stock Option Plan
Ladies and Gentlemen:
We have served as counsel to Applied Analytical Industries, Inc., a
Delaware corporation (the "Company") in connection with the preparation by the
Company of a registration statement on Form S-8 (the "Registration Statement")
for filing with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, relating to the offer and sale of up to 1,158,000 shares of
the Company's common stock, $.001 par value per share (the "Shares"), to be
issued pursuant to the Applied Analytical Industries, Inc. 1997 Stock Option
Plan (the "Plan"), and the related options granted thereunder.
We have examined the Plan, the Restated Certificate of Incorporation
filed with the Office of the Secretary of State of the State of Delaware on
September 20, 1996 (the "Charter") and the Restated By-laws of the Company (the
"Bylaws"), and such other corporate and other documents and records and
certificates of public officials we have deemed necessary in order to enable us
to render this opinion.
We have assumed (i) the authority and genuineness of all signatures,
(ii) the legal capacity of all natural persons, (iii) the authenticity of all
documents submitted to us as originals, and (iv) the conformity to authentic
original documents of all documents submitted to us as certified, conformed or
photostatic copies.
Based upon the foregoing, and subject to the qualifications and
limitations set forth herein, we are of the opinion that:
(i) The Company is a corporation duly incorporated and validly
existing under the laws of the State of Delaware; and
<PAGE> 2
Applied Analytical Industries, Inc.
May 12, 1999
Page 2
- -------------------------------------
(ii) The Shares, if and when originally issued and sold by the
Company pursuant to the terms and conditions of the Plan, will
be legally issued, fully paid and non-assessable, and will
represent validly authorized and outstanding shares of the
common stock of the Company.
We have assumed that the Company and those officers and employees that
may receive options to purchase Shares under the Plan will have complied with
the relevant requirements of the Plan and that all prescribed filings with
regulatory authorities, including any stock exchanges having jurisdiction, will
be effected in accordance with their respective requirements and that the
approvals of such regulatory authorities, including any stock exchanges having
jurisdiction, will have been granted prior to the issuance of any of the Shares.
The opinions expressed herein are contingent upon the Registration
Statement, as amended, becoming effective under the Securities Act of 1933 and
the Charter and Bylaws not being further amended prior to the issuance of the
Shares.
The foregoing opinions are limited to the General Corporation Law of
the State of Delaware, and we express no opinion with respect to the laws of any
other state or jurisdiction.
We hereby consent to the filing of a copy of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
ROBINSON, BRADSHAW & HINSON, P.A.
/s/ Robinson, Bradshaw & Hinson, P.A.
<PAGE> 1
EXHIBIT 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Applied Analytical Industries, Inc. 1997 Stock
Option Plan of our report dated February 12, 1999, except Note 11, as to which
the date is March 16, 1999, with respect to the consolidated financial
statements of Applied Analytical Industries, Inc. incorporated by reference in
its Annual Report (Form 10-K) for the year ended December 31, 1998 and the
related financial statement schedule included therein, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Raleigh, North Carolina
May 10, 1999
<PAGE> 1
'
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (to be filed on or about May 10, 1999) of Applied
Analytical Industries, Inc., of our report dated March 18, 1998 relating to the
financial statements and financial statement schedule, which appears in the
Applied Analytical Industries, Inc. Form 10-K for the year ended December 31,
1998.
PricewaterhouseCoopers LLP
Atlanta, Georgia
May 10, 1999
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
THE UNDERSIGNED director of Applied Analytical Industries, Inc. (the
"Company") hereby appoints Eugene T. Haley, R. Forrest Waldon, George W.
Beckwith and Albert N. Cavagnaro and each of them singly, as the undersigned's
lawful agent and attorney-in-fact, with full power of substitution and
resubstitution, for and on behalf and in the name of the undersigned, to execute
and file with the Securities and Exchange Commission (the "Commission")
registration statements on Form S-8 pursuant to the Securities Act of 1933, as
amended (the "Act"), for the purpose of registering shares of common stock of
the Company and interests to be issued pursuant to the benefit plans of the
Company or its subsidiaries (including, without limitation, the Applied
Analytical Industries, Inc. 1997 Stock Option Plan) and any and all amendments,
including post-effective amendments, and exhibits to such registration
statements, and any and all applications or other documents to be filed with the
Commission or otherwise pertaining to such registration statements or
amendments, with full power and authority to take or cause to be taken all other
actions that in the judgment of such appointed person(s) may be necessary or
appropriate to effect the registration under the Act of such shares and
interests.
EXECUTED on the 7th day of April, 1999.
/s/ Joseph H. Gleberman
-----------------------------
Joseph H. Gleberman
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EXHIBIT 24.2
POWER OF ATTORNEY
THE UNDERSIGNED director of Applied Analytical Industries, Inc. (the
"Company") hereby appoints Eugene T. Haley, R. Forrest Waldon, George W.
Beckwith and Albert N. Cavagnaro and each of them singly, as the undersigned's
lawful agent and attorney-in-fact, with full power of substitution and
resubstitution, for and on behalf and in the name of the undersigned, to execute
and file with the Securities and Exchange Commission (the "Commission")
registration statements on Form S-8 pursuant to the Securities Act of 1933, as
amended (the "Act"), for the purpose of registering shares of common stock of
the Company and interests to be issued pursuant to the benefit plans of the
Company or its subsidiaries (including, without limitation, the Applied
Analytical Industries, Inc. 1997 Stock Option Plan) and any and all amendments,
including post-effective amendments, and exhibits to such registration
statements, and any and all applications or other documents to be filed with the
Commission or otherwise pertaining to such registration statements or
amendments, with full power and authority to take or cause to be taken all other
actions that in the judgment of such appointed person(s) may be necessary or
appropriate to effect the registration under the Act of such shares and
interests.
EXECUTED on the 7th day of April, 1999.
/s/ John M. Ryan
----------------------
John M. Ryan
<PAGE> 1
EXHIBIT 24.3
POWER OF ATTORNEY
THE UNDERSIGNED director of Applied Analytical Industries, Inc. (the
"Company") hereby appoints Eugene T. Haley, R. Forrest Waldon, George W.
Beckwith and Albert N. Cavagnaro and each of them singly, as the undersigned's
lawful agent and attorney-in-fact, with full power of substitution and
resubstitution, for and on behalf and in the name of the undersigned, to execute
and file with the Securities and Exchange Commission (the "Commission")
registration statements on Form S-8 pursuant to the Securities Act of 1933, as
amended (the "Act"), for the purpose of registering shares of common stock of
the Company and interests to be issued pursuant to the benefit plans of the
Company or its subsidiaries (including, without limitation, the Applied
Analytical Industries, Inc. 1997 Stock Option Plan) and any and all amendments,
including post-effective amendments, and exhibits to such registration
statements, and any and all applications or other documents to be filed with the
Commission or otherwise pertaining to such registration statements or
amendments, with full power and authority to take or cause to be taken all other
actions that in the judgment of such appointed person(s) may be necessary or
appropriate to effect the registration under the Act of such shares and
interests.
EXECUTED on the 8th day of April, 1999.
/s/ James L. Waters
--------------------------
James L. Waters
<PAGE> 1
EXHIBIT 24.4
POWER OF ATTORNEY
THE UNDERSIGNED director of Applied Analytical Industries, Inc. (the
"Company") hereby appoints Eugene T. Haley, R. Forrest Waldon, George W.
Beckwith and Albert N. Cavagnaro and each of them singly, as the undersigned's
lawful agent and attorney-in-fact, with full power of substitution and
resubstitution, for and on behalf and in the name of the undersigned, to execute
and file with the Securities and Exchange Commission (the "Commission")
registration statements on Form S-8 pursuant to the Securities Act of 1933, as
amended (the "Act"), for the purpose of registering shares of common stock of
the Company and interests to be issued pursuant to the benefit plans of the
Company or its subsidiaries (including, without limitation, the Applied
Analytical Industries, Inc. 1997 Stock Option Plan) and any and all amendments,
including post-effective amendments, and exhibits to such registration
statements, and any and all applications or other documents to be filed with the
Commission or otherwise pertaining to such registration statements or
amendments, with full power and authority to take or cause to be taken all other
actions that in the judgment of such appointed person(s) may be necessary or
appropriate to effect the registration under the Act of such shares and
interests.
EXECUTED on the 21st day of April, 1999.
/s/ James G. Martin
-------------------------
James G. Martin
