<PAGE> 1
As filed with the Securities and Exchange Commission on June 29, 2000
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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CALIPER TECHNOLOGIES CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 33-0675808
(State of Incorporation) (I.R.S. Employer Identification No.)
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605 FAIRCHILD DRIVE
MOUNTAIN VIEW, CA 94043-2234
(650) 623-0700
(Address of principal executive offices)
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1999 EQUITY INCENTIVE PLAN
1999 EMPLOYEE STOCK PURCHASE PLAN
1999 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(Full title of the plans)
JAMES L. KNIGHTON
CHIEF FINANCIAL OFFICER
CALIPER TECHNOLOGIES CORP.
605 FAIRCHILD DRIVE
MOUNTAIN VIEW, CA 94043-2234
(650) 623-0700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
BRETT D. WHITE, ESQ.
COOLEY GODWARD LLP
FIVE PALO ALTO SQUARE
3000 EL CAMINO REAL
PALO ALTO, CALIFORNIA 94306
(650) 843-5000
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<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED (1) PRICE PER SHARE (2) OFFERING PRICE (2) REGISTRATION FEE
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (par
value $0.001) 1,624,521 $45.3125 $73,611,107.81 $19,433.33
========================================================================================================
</TABLE>
(1) This Registration Statement shall cover any additional shares of Common
Stock which become issuable under the plans set forth herein by reason
of any stock dividend, stock split, recapitalization or any other
similar transaction without receipt of consideration which results in an
increase in the number of shares of the Registrant's outstanding Common
Stock.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h). The registration fee is based
on (1) the estimated price of 1,439,198 shares available for grant under
the 1999 Equity Incentive Plan, (2) the estimated price of 115,827
shares available for grant under the 1999 Employee Stock Purchase Plan
and (3) the estimated price of 69,496 shares available for grant under
the 1999 Non-Employee Directors' Stock Option Plan. The price per share
and aggregate offering price of the shares to be offered under the these
plans are based upon the average of the high and low prices of the
Registrant's Common Stock on June 27, 2000 as reported on the Nasdaq
National Market (pursuant to Rule 457(c) under the Act). The
registration fee is calculated as follows:
<TABLE>
<CAPTION>
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Plan Number of Offering Offering Registration Fee
Shares to Price (Offering x
be Offered 0.000264)
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<S> <C> <C> <C> <C>
1999 Equity 1,439,198 $45.3125 $65,213,659.37 $17,216.40
Incentive Plan
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1999 Employee Stock 115,827 $45.3125 $5,248,410.94 $1,385.58
Purchase Plan
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1999 Non-Employee 69,496 $45.3125 $3,149,037.50 $831.35
Directors' Stock
Option Plan
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</TABLE>
Approximate date of commencement of proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.
<PAGE> 3
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8 NO. 333-95007
The contents of Registration Statement on Form S-8 No. 333-95007 filed
with the Securities and Exchange Commission on January 20, 2000 are incorporated
by reference herein.
EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
4.1(1) Amended and Restated Certificate of Incorporation of the
Registrant.
4.2(1) Amended and Restated Bylaws of the Registrant.
4.3(1) Specimen Stock Certificate.
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to Signature Page.
99.2(2) 1999 Equity Incentive Plan.
99.3(2) 1999 Employee Stock Purchase Plan.
99.4(2) 1999 Non-Employee Directors' Stock Option Plan.
</TABLE>
(1) Filed as an exhibit to the Form S-1 Registration Statement (No. 333-88827),
as amended through the date hereof and incorporated herein by reference.
(2) Filed as an exhibit to the Form S-8 Registration Statement (No. 333-95007),
and incorporated herein by reference.
<PAGE> 4
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 Mountain View, State of California, June 29,
2000.
Caliper Technologies Corp.
By: /s/ James L. Knighton
-----------------------------------------
James L. Knighton
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Daniel L. Kisner, M.D. and James L.
Knighton, 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.
<PAGE> 5
<TABLE>
<CAPTION>
TITLE DATE
<S> <C> <C>
SIGNATURE
President, Chief Executive Officer and
----------------------------- Director (Principal Executive Officer)
Daniel L. Kisner, M.D.
/s/ James L. Knighton Chief Financial Officer June 29 2000
----------------------------- (Principal Financial and Accounting
James L. Knighton Officer)
Director
-----------------------------
David L. Milligan, Ph.D.
/s/ Anthony B. Evnin, Ph.D. Director June 29, 2000
-----------------------------
Anthony B. Evnin, Ph.D.
/s/ Charles M. Hartman Director June 29, 2000
-----------------------------
Charles M. Hartman
/s/ Regis P. McKenna Director June 29, 2000
-----------------------------
Regis P. McKenna
Director
-----------------------------
Robert T. Nelson
/s/ Michael Steinmetz, Ph.D. Director June 29, 2000
-----------------------------
Michael Steinmetz, Ph.D.
</TABLE>
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
4.1(1) Amended and Restated Certificate of Incorporation of the
Registrant.
4.2(1) Amended and Restated Bylaws of the Registrant.
4.3(1) Specimen Stock Certificate.
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to Signature Page.
99.2(2) 1999 Equity Incentive Plan.
99.3(2) 1999 Employee Stock Purchase Plan.
99.4(2) 1999 Non-Employee Directors' Stock Option Plan.
</TABLE>
(1) Filed as an exhibit to the Form S-1 Registration Statement (No. 333-88827),
as amended through the date hereof and incorporated herein by reference.
(2) Filed as an exhibit to the Form S-8 Registration Statement (No. 333-95007),
and incorporated herein by reference.
