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As filed with the Securities and Exchange Commission on June 15, 2000.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NANOGEN, INC.
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(Exact name of registrant as specified in its charter)
Delaware 330489621
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10398 Pacific Center Court San Diego, California 92121
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(Address of Principal Executive Offices) (Zip Code)
NANOGEN, INC. 1997 STOCK INCENTIVE PLAN, AS AMENDED
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(Full title of the plan)
HARRY J. LEONHARDT, ESQ. Copy to:
Senior Vice President, General Counsel THOMAS E. SPARKS, JR., ESQ.
and Secretary Pillsbury Madison & Sutro LLP
Nanogen, Inc. P.O. Box 7880
10398 Pacific Center Court San Francisco, CA 94120
San Diego, California 92121 (415) 983-1000
(858) 410-4600
(Name, address and telephone
number, including area code,
of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of Securities To Be Amount To Be Proposed Maximum Proposed Maximum Amount of
Registered Registered (1) Offering Price per Aggregate Offering Registration Fee
Share (2) Price (2)
-------------------------------- ------------------------ -------------------- --------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value, 1,000,000 shares $35.4065 $35,406,500 $9,348
including related Series I
Participating Preferred Stock
Purchase Rights
-------------------------------- ------------------------ -------------------- --------------------- ----------------------
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(1) Calculated pursuant to General Instruction E to Form S-8 and Rule 457
of the Securities Act of 1933, as amended (the "Securities Act").
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 of the Securities Act, upon the average of the
high and low prices as reported on the Nasdaq National Market on June
12, 2000.
-----------------
The Registration Statement shall become effective upon filing in
accordance with Rule 462 of the Securities Act.
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INFORMATION REQUIRED PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8
GENERAL INSTRUCTION E INFORMATION
This Registration Statement is being filed for the purpose of increasing the
number of securities of the same class as other securities for which a
Registration Statement of the Registrant on Form S-8 relating to the same
employee benefit plan is effective. Registrant's Form S-8 Registration
Statements filed with the Securities and Exchange Commission on April 17, 1998
(No. 333-50381) and July 28, 1999 (File No. 333-583993) are hereby incorporated
by reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Registrant with the Securities and Exchange
Commission are incorporated by reference in this Registration Statement:
(1) Annual Report on Form 10-K (File No. 0-23541) for the fiscal year ended
December 31, 1999, as amended by Form 10-K/A;
(2) Registrant's Quarterly Report on Form 10-Q for the quarter ended March
31, 2000;
(3) The description of Registrant's Common Stock contained in Registrant's
Registration Statement on Form 8-A filed April 7, 1999; and
(4) The description of the Preferred Stock Purchase Rights for Series A
Participating Preferred Stock, par value $.001 per share of the
Registrant contained in Registrant's Registration Statement on Form 8-A
filed November 24, 1998.
In addition, all documents subsequently filed by Registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 by reference in this registrations statement and to
be a part hereof from the date of filing of such documents.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
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 San Diego, State of California, on
June 15, 2000.
NANOGEN, INC.
By /s/ Howard C. Birndorf
-----------------------------------
Howard C. Birndorf
Chairman, Chief Executive
Officer and President
POWER OF ATTORNEY
KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Howard C. Birndorf or Kieran T.
Gallahue and each of them, his or her true and lawful attorneys-in-fact and
agents, each with full power of substitution and resubstitution, for him or her
and in his or her 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 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,
as fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
his or her substitute or substitutes, may 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 date indicated:
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Signature Title Date
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<S> <C> <C>
/s/ Howard C. Birndorf Chairman of the Board, Chief June 15, 2000
---------------------------------------- Executive Officer and President
Howard C. Birndorf (Principal Executive Officer)
/s/ Kieran T. Gallahue Senior Vice President, Chief June 15, 2000
---------------------------------------- Financial Officer and Treasurer
Kieran T. Gallahue (Principal Financial and
Accounting Officer)
---------------------------------------- Director June __, 2000
Val Buonaiuto
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<S> <C> <C>
/s/ Cam L. Garner Director June 15, 2000
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Cam L. Garner
/s/ David G. Ludvigson Director June 15, 2000
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David G. Ludvigson
/s/ Thomas G. Lynch
---------------------------------------- Director June 15, 2000
Thomas G. Lynch
/s/ Stelios B. Papadopoulos Director June 15, 2000
----------------------------------------
Stelios B. Papadopoulos
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INDEX TO EXHIBITS
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Exhibit
Number Exhibit
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<S> <C>
5.1 Opinion of Pillsbury Madison & Sutro LLP regarding
legality of securities to be offered
10.1 1997 Stock Incentive Plan of Nanogen, Inc., as
amended
10.2 Form of Incentive Stock Option Agreement under the
1997 Stock Incentive Plan
10.3 Form of Nonqualified Stock Option Agreement under the
1997 Stock Incentive Plan
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Pillsbury Madison & Sutro LLP (included in
Exhibit 5.1)
24.1 Power of Attorney (see page 3)
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