<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 13, 1998
REGISTRATION NO. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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NANOGEN, INC.
(Exact name of registrant as specified in its charter)
Delaware 3826
(State or other jurisdiction of (Primary Standard Industrial
incorporation or organization) Classification Code Number)
33-0489621
(I.R.S. Employer Identification No.)
10398 Pacific Center Court
San Diego, California 92121
(619) 546-7700
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
HOWARD C. BIRNDORF
Chairman of the Board, Chief Executive Officer and Chief Financial Officer
NANOGEN, INC.
10398 Pacific Center Court
San Diego, California 92121
(619) 546-7700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
DAVID J. SEGRE
ROBERT M. TARKOFF
THOMAS E. SPARKS, JR. AMY E. REES
JOHN L. DONAHUE ELIZABETH C. HEWITT
WILLIAM A. HINES Wilson Sonsini Goodrich & Rosati
Pillsbury Madison & Sutro LLP Professional Corporation
P.O. Box 7880 650 Page Mill Road
San Francisco, California 94120-7880 Palo Alto, California 94304
(415) 983-1000 (650) 493-9300
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
[x] ________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] _________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value . . . 345,000 shares $11.00 $3,795,000 $1,120
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</TABLE>
(1) Includes 45,000 shares that the Underwriters have the option to purchase to
cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the registration fee.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act") by Nanogen, Inc. (the "Company"), pursuant to Rule 462(b) under the Act.
This Registration Statement incorporates by reference the contents of the
Registration Statement on Form S-1 (File No. 333-42791) relating to the offering
of up to 4,140,000 shares of Common Stock of the Company.
CERTIFICATION
The Company hereby certifies to the Commission that (i) it has
instructed its bank to pay the Commission the filing fee set forth on the cover
page of this Registration Statement by a wire transfer of such amount to the
Commission's account at Mellon Bank as soon as practicable (but no later than
the close of business on April 14, 1998), (ii) it will not revoke such
instructions, (iii) it has sufficient funds in the relevant account to cover the
amount of such filing fee, and (iv) it will confirm receipt of such instructions
by the bank during regular business hours on April 14, 1998.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of San Diego,
State of California, on the 13th day of April, 1998.
NANOGEN, INC.
By *
---------------------------------------
Howard C. Birndorf
Chairman of the Board, Chief Executive
Officer and Chief Financial 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 dates indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
* Chairman of the Board, Chief Executive
- ------------------------------------ Officer and Chief Financial Officer
Howard C. Birndorf (Principal Executive Officer and
Financial Officer) April 13, 1998
/s/ Dana A. Krzyston Controller (Principal Accounting April 13, 1998
- ------------------------------------ Officer)
* President and Chief Operating Officer, April 13, 1998
- ------------------------------------ Director
Tina S. Nova, Ph.D.
* April 13, 1998
- ------------------------------------
Brook H. Byers Director
* April 13, 1998
- ------------------------------------
Robert E. Curry, Ph.D. Director
* Director April 13, 1998
- ------------------------------------
Cam L. Garner
* Director April 13, 1998
- ------------------------------------
David Ludvigson
* Director April 13, 1998
- ------------------------------------
Thomas G. Lynch
* Director April 13, 1998
- ------------------------------------
Andrew E. Senyei, MD
*/s/Harry J. Leonhardt Director April 13, 1998
- ------------------------------------
Attorney-In-Fact
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------- -----------------------
<S> <C>
5.1 Legal opinion of Pillsbury Madison & Sutro LLP.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Pillsbury Madison & Sutro LLP (included in
Exhibit 5.1).
23.3 Consent of Lyon & Lyon LLP.
</TABLE>
<PAGE> 1
EXHIBIT 5.1
PILLSBURY MADISON & SUTRO LLP
P.O. BOX 7880
SAN FRANCISCO, CA 94120
Tel: (415) 983-1000
Fax: (415) 983-1200
April 13, 1998
Nanogen, Inc.
10398 Pacific Center Court
San Diego, California 92121
Re: Registration Statement on Form S-1 (File No. 333-42761)
Ladies and Gentlemen:
We are acting as counsel for Nanogen, Inc., a Delaware corporation (the
"Company"), in connection with the registration under the Securities Act of
1933, as amended, of 4,485,000 shares of Common Stock, par value $.001 per share
(the "Common Stock"), of the Company. In this regard we have participated in the
preparation of a Registration Statement on Form S-1 (File No. 333-42791)
relating to such shares of Common Stock. Such Registration Statement, as
amended, and including any registration statement related thereto and filed
pursuant to Rule 462(b) under the Securities Act, is herein referred to as the
"Registration Statement."
We are of the opinion that the shares of Common Stock to be offered and
sold by the Selling Stockholders have been duly authorized and are legally
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Registration Statement and in the Prospectus included therein.
Very truly yours,
/s/ Pillsbury Madison & Sutro LLP
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EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and
"Selected Financial Data" and to the use of our report dated January 16, 1998,
except for the last paragraph of Note 4 as to which the date is January 29,
1998, in Amendment No. 3 to the Registration Statement (Form S-1 No. 333-42791)
and related Prospectus of Nanogen, Inc. for the registration of 4,485,000 shares
of its common stock.
ERNST & YOUNG LLP
San Diego, California
April 8, 1998
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EXHIBIT 23.3
CONSENT OF COUNSEL
Lyon & Lyon consents to the reference under the caption EXPERTS in the
Registration Statement filed pursuant to Rule 462(b) relating to the
registration of an additional 345,000 shares and related Prospectus of Nanogen,
Inc. for the registration of Nanogen's Common Stock.
Date: April 13, 1998 By: /s/ David B. Murphy
David B. Murphy
Partner
Lyon & Lyon LLP
