<PAGE>
As filed with the Securities and Exchange Commission on March 6, 1998
File 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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VYSIS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 36-3803405
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
3100 Woodcreek Drive
Downers Grove, Illinois 60515
(Address of Principal Executive Offices) (Zip Code)
VYSIS, INC.
1996 STOCK INCENTIVE PLAN
(Full Title of the Plan)
John L. Bishop
President and Chief Executive Officer
Vysis, Inc.
3100 Woodcreek Drive
Downers Grove, Ilinois 60515
(Name and Address of Agent For Service)
(630) 271-7000
(Telephone Number, Including Area Code, of Agent For Service)
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT
OFFERING AGGREGATE OF
TITLE OF SECURITIES AMOUNT TO BE PRICE PER OFFERING REGISTRA-
TO BE REGISTERED REGISTERED(1) SHARE(2) PRICE(2) TION FEE
<S> <C> <C> <C> <C>
Common Stock, $0.001
par value . . . . . . 971,826 $1.61 $1,569,217 $463
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</TABLE>
(1) Also registered hereby are an indeterminate number of additional shares
that may become issuable pursuant to the anti-dilution provisions of the
plan.
(2) In accordance with Rule 457(h)(1), the offering price of shares currently
subject to options was computed upon the basis of the exercise price.
41,305 shares have an exercise price of $12.00, 33,577 shares have an
exercise price of $6.85, 127,698 shares have an exercise price of $2.74,
37,899 shares have an exercise price of $1.34 and 726,005 shares have an
exercise price of $.53. The offering price for the remaining 5,342 shares
for which options have not been awarded was computed upon the basis of the
average of the high and low sale prices of the shares reported on the
NASDAQ National Market System on March 2, 1998, which was $10.88.
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PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by Vysis, Inc., a
corporation organized under the laws of the State of Delaware (the "Company"
or the "Registrant"), with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), and the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated by reference herein and shall be deemed to
be a part hereof:
(a) The Company's Prospectus dated February 4, 1998, filed with the
Commission pursuant to Rule 424(b) under the Securities Act. (File
No. 333-38109)
(b) The description of the Company's common stock, par value $.001 per
share (the "Common Stock") under the caption "Description of
Registrant's Securities to be Registered" included in the Company's
Registration Statement on Form 8-A. (Exchange Act File No. 000-23659)
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated herein by reference and shall be deemed a part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by William E. Murray, General Counsel of the Company.
As of March 4, 1998, Mr. Murray owned options to purchase 16,424 shares of
Common Stock of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
(a) The Delaware General Corporation Law (the "Delaware GCL") (Section
145) gives Delaware corporations broad powers to indemnify their present and
former directors and officers and those of affiliated corporations against
expenses incurred in the defense of any lawsuit to which they are made
parties by reason of being or having been such directors or officers, subject
to specified conditions and exclusions, gives a director or officer who
successfully defends an action the right to be so indemnified, and authorizes
the Company to buy directors' and officers' liability insurance. Such
indemnification is not exclusive of any other rights to which those
indemnified may be entitled under any by-laws, agreement, vote of
stockholders or otherwise.
(b) Article 10 of the Certificate of Incorporation of the Company and
Article 6 of the Company's By-laws provides for indemnification of directors
and officers to the fullest extent permitted by law.
The Company maintains directors and officers liability insurance for the
benefit of its directors and certain of its officers.
II-1
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index which is incorporated herein by reference.
ITEM 9. 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:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(iii) 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;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Registrant
pursuant to section 13 or section 15(d) of the Exchange Act that
are incorporated by reference in the registration statement.
2. That, for the purpose of determining any liability under the
Securities Act, 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.
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, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be
a new registration
II-2
<PAGE>
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 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the 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 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>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of Vysis, Inc. hereby constitutes and appoints John L. Bishop,
James J. Habschmidt and William E. Murray, and each of them, severally, as
his true and lawful attorney-in-fact and agent, for him and in his name,
place and stead, in any and all capacities, with full power to act alone, to
sign any and all amendments to this registration statement, and to file each
such amendment to this registration statement with all exhibits thereto, and
any and all documents in connection therewith, with the Securities and
Exchange Commission, hereby granting unto said attorney-in-fact and agent
full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully and 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 may lawfully do or
cause to be done by virtue hereof.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Downers Grove, Illinois, on the 27th day of
February, 1998.
VYSIS, INC.
By: /s/ John L. Bishop
----------------------------------------
Name: John L. Bishop
Title: President and Chief Executive
Officer
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 date indicated.
NAME TITLE (CAPACITY) DATE
/s/ John L. Bishop President and Chief Executive
- ---------------------- Officer and Director February 27, 1998
John L. Bishop (Principal Executive Officer and
Director)
/s/ James J. Habschmidt Vice President of Finance and
- ----------------------- Chief Financial Officer February 27, 1998
James J. Habschmidt (Principal Financial and
Accounting Officer)
/s/ William M. Bartlett Director February 27, 1998
- ----------------------
William M. Bartlett
/s/ Robert C. Carr Director February 27, 1998
- ----------------------
Robert C. Carr
/s/ Kenneth L. Melmon Director February 19, 1998
- ----------------------
Kenneth L. Melmon
/s/ Walter R. Quanstrom Director February 27, 1998
- ----------------------
Walter R. Quanstrom
/s/ Frank J. Sroka Director February 23, 1998
- ----------------------
Frank J. Sroka
/s/ Richard C. Williams Director February 20, 1998
- ----------------------
Richard C. Williams
II-5
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
4.1 Certificate of Incorporation of the Registrant (Incorporated by reference
to Exhibit 3.1.1 to 3.1.8 to the Registrant's Registration Statement on
Form S-1 (File No. 333-38109))
4.2 By-Laws of the Registrant, as amended (Incorporated by reference to
Exhibit 3.2 to the Registrant's Registration Statement on Form S-1
(File No. 333-38109))
4.3 Specimen certificate evidencing the Common Stock of the Registrant
(Incorporated by reference to Exhibit 4.1 to the Registrant's Registration
Statement on Form S-1 (File No. 333-38109))
4.4 The 1996 Stock Incentive Plan of the Registrant (Incorporated by reference
to Exhibit 10.1 to the Registrant's Registration Statement on Form S-1
(File No. 333-38109))
5.1 Opinion of William E. Murray regarding the validity of the offered
securities
23.1 Consent of William E. Murrray (appears in Exhibit 5.1)
23.2 Consent of Independent Accountants
24.1 Power of Attorney (appears on the page preceding the signature page of this
Registration Statement)
<PAGE>
EXHIBIT 5.1
[VYSIS LETTERHEAD]
March 6, 1998
Vysis, Inc.
3100 Woodcreek Drive
Downers Grove, IL 60515
VYSIS, INC. REGISTRATION STATEMENT ON FORM S-8
Dear Sirs:
I have represented Vysis, Inc., a Delaware corporation (the "Company"), in
connection with the registration of 971,826 shares of common stock, $0.001
par value per share, of the Company (the "Shares").
In connection with my representation, I have examined the corporate records
of the Company, including its Certificate of Incorporation and all amendments
thereto, its Bylaws, and other corporate records and documents and have made
such other examinations as I consider necessary to render this opinion. Based
upon the foregoing, it is my opinion that:
1. The Company is a corporation duly organized and validly existing
in good standing under the laws of the State of Delaware; and
2. The Shares are legally authorized and, upon receipt by the Company
of the purchase price therefor, will be legally issued and
outstanding, fully paid and nonassessable.
I consent to the filing of this opinion as an exhibit to the Registration
Statement referred to above and to all references to the undersigned in such
Registration Statement.
Sincerely yours,
/s/ William E. Murray
- ---------------------------------
William E. Murray
General Counsel & Secretary
Vysis, Inc.
WEM/lbh
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated November 21, 1997 relating to the
consolidated financial statements of Vysis, Inc., which appears on page F-2
of the Prospectus dated February 4, 1998 relating to the Registration
Statement on Form S-1 (No. 333-38109) of Vysis, Inc. We also consent to the
application of such report to the Financial Statement Schedule for the three
years ended December 31, 1996 and the nine months ended September 30, 1997
listed under Item 16(b) of the Registration Statement on Form S-1 (No.
333-38109) when such schedule is read in conjunction with the consolidated
financial statements referred to in our report. The audits referred to in
such report also include this schedule.
PRICE WATERHOUSE LLP
Chicago, Illinois
March 6, 1998
