<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 7, 2000
REGISTRATION NO. 333-34340
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CEPHEID
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
CALIFORNIA 3826 77-0441625
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
1190 BORREGAS AVENUE
SUNNYVALE, CALIFORNIA 94089-1302
(408) 541-4191
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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THOMAS GUTSHALL
CHIEF EXECUTIVE OFFICER
CEPHEID
1190 BORREGAS AVENUE
SUNNYVALE, CALIFORNIA 94089-1302
(408) 541-4191
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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Copies to:
<TABLE>
<S> <C>
August J. Moretti Frederick W. Kanner
Heller Ehrman White & McAuliffe LLP Robert M. Smith
2500 Sand Hill Road, Suite 100 Dewey Ballantine LLP
Menlo Park, California 94025-7063 1301 Avenue of the Americas
Telephone: (650) 234-4229 New York, New York 10019-6092
Facsimile: (650) 234-4299 Telephone: (212) 259-8000
Facsimile: (212) 259-6333
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
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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, as amended (the "Securities Act"), check the following box. [ ]
If the 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 number of the earlier effective
registration statement for the same offering. [ ]
If the 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 the form is a post-effective amendment filed pursuant to Rule 462(d) 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. [ ]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
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EXPLANATORY NOTE
The purpose of this Amendment No. 2 is solely to refile exhibits to the
Registration Statement a shown in Item 16(a) of Part II below.
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Part II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth all expenses to be paid by Cepheid, other than
the underwriting discounts and commissions payable by Cepheid in connection with
the sale of the common stock being registered. All amounts shown are estimates
except for the registration fee and the NASD filing fee.
<TABLE>
<CAPTION>
AMOUNT
TO BE PAID
<S> <C>
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Registration fee............................................ $ 18,216
NASD filing fee............................................. 9,700
Nasdaq National Market listing fee.......................... 95,000
Blue sky qualification fees and expenses.................... 5,000
Printing and engraving expenses............................. 225,000
Legal fees and expenses..................................... 350,000
Accounting fees and expenses................................ 350,000
Director and officer liability insurance.................... 165,000
Transfer agent and registrar fees........................... 10,000
Miscellaneous expenses...................................... 72,084
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Total............................................. $1,300,000
==========
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ITEM 14. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 315 of the California General Corporation Law permits indemnification of
officers and directors and other corporate agents under certain circumstances
and subject to certain limitations. Our Articles of Incorporation and Bylaws
provide that we will indemnify our directors, officers, employees and agents to
the full extent permitted by California General Corporation Law, including in
circumstances in which indemnification is otherwise discretionary under
California law. In addition, we intend to enter into indemnification agreements
with our directors and officers that require us, among other things, to
indemnify them against certain liabilities that may arise by reason of their
status or service (other than liabilities arising from willful misconduct of a
culpable nature). The indemnification provisions in our Articles of
Incorporation and Bylaws and the indemnification of our officers and directors
under the indemnification agreements may be sufficiently broad to permit
indemnification of our officers and directors for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act. In
addition, the underwriting agreement filed as Exhibit 1.1 to this Registration
Statement provides for indemnification by the underwriters of the Company and
our officers and directors for certain liabilities arising under the Securities
Act, or otherwise. Reference is made to Item 17 of this Registration Statement
for additional information regarding indemnification of officers and directors.
We also intend to maintain director and officer liability insurance, if
available on reasonable terms, to insure our directors and officers against the
cost of defense, settlement or payment of a judgment under certain
circumstances. In addition, the underwriting agreement filed as Exhibit 1.1 to
this Registration Statement provides for indemnification by the underwriters of
the Company and our officers and directors for certain liabilities arising under
the Securities Act, or otherwise.
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<PAGE> 4
PART II
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ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
Since our incorporation in August 1996, we have sold and issued the following
securities:
1. In March 1997, we sold 2,530,000 shares of Series A preferred stock to 30
investors for aggregate consideration of $3,162,500.
2. In April 1998, we sold 3,666,658 shares of Series B preferred stock to 38
investors for aggregate consideration of $8,249,980.
3. In November 1998, we sold 750,000 shares of Series C preferred stock to
Innogenetics, N.V. for an aggregate consideration of $2,250,000.
4. In January to March 2000, we sold 6,379,978 shares of Series C preferred
stock to 150 investors for aggregate consideration of $19,140,000.
5. From inception through March 31, 2000, we issued 7,188,794 shares of common
stock at prices ranging from $0.005 to $1.50, and we have options outstanding
to purchase an aggregate of 540,276 shares of common stock with exercise
prices ranging from $0.05 to $6.00 per share. From inception through March
31, 2000, options to purchase 1,366,794 shares of common stock were exercised
for aggregate consideration of approximately $524,000 net of repurchased
shares.
There were no underwriters employed in connection with any of the transactions
set forth in Item 15.
The issuances of securities described in Items 1 through 5 were deemed to be
exempt from registration under the Securities Act in reliance on Section 4(2) of
the Securities Act and Regulation D promulgated thereunder as transactions by an
issuer not involving a public offering. With respect to the issuance of stock
options described in Item 5, an exemption from registration was unnecessary in
that none of the transactions involved a "sale" of securities as this term is
used in Section 2(3) of the Securities Act. The sale and issuance of securities
and the exercise of options described in Item 5 are deemed to be exempt from
registration under the Securities Act by virtue of Rule 701 promulgated
thereunder in that they were offered and sold either pursuant to a written
compensatory benefit plan or pursuant to a written contract relating to
compensation, as provided in Rule 701. The recipients of securities in each such
transaction represented their intention to acquire the securities for investment
only and not with a view to or for sale in connection with any distribution
thereof and appropriate legends were fixed to the share certificates and other
instruments issued in such transactions. All recipients either received adequate
information about us or had access, through employment or other relationships,
to such information.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) EXHIBITS
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
<C> <S>
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*1.1 Form of Underwriting Agreement
*3.1 Amended and Restated Articles of Incorporation
*3.2 Amended and Restated Bylaws
4.1 Reference is made to Exhibits 3.1 and 3.2
*4.2 Specimen Common Stock Certificate
*5.1 Opinion of Heller Ehrman White & McAuliffe LLP
*10.1 Standard Industrial Lease, dated October 21, 1997, between
Cepheid and Marin County Employees Retirement Association.
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PART II
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<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
<C> <S>
*10.2 Consent of Landlord and Lease Agreement among Cepheid, AMB
Property, L.P. and SIMCO Electronics, dated March 28, 2000.
*10.3 1997 Stock Option Plan, as amended
*10.4 2000 Employee Stock Purchase Plan
*10.5 2000 Non-Employee Directors' Stock Option Plan
*10.6 Form of Indemnification Agreement between Cepheid and its
officers and directors.
*10.7 Promissory Note, dated June 4, 1997 between Cepheid and M.
Allen Northrup, Ph.D.
*10.8 Amended and Restated Investor Rights Agreement, dated
January 21, 2000 among Cepheid and certain shareholders of
Cepheid.
10.9+ ++ License Agreement, dated January 16, 1996, between Cepheid
and The Regents of the University of California, Lawrence
Livermore National Laboratory.
10.10+ ++ Letter Agreement, dated January 10, 2000, between Cepheid
and Fisher Scientific Company LLC.
*10.11+ Development and Supply Agreement, dated November 17, 1998,
between Cepheid and Innogenetics N.V.
*10.12 Joint Technology and Collaboration Agreement, dated February
4, 2000, among Cepheid, Aridia Corp. and Infectio Diagnostic
(I.D.I.) Inc.
*10.13 Shareholders Agreement, dated February 4, 2000, among
Cepheid, Aridia Corp. and Infectio Diagnostic (I.D.I.) Inc.
10.14+ ++ License and Supply Agreement, dated February 4, 2000,
between Cepheid and Aridia Corp.
*10.15+ License and Supply Agreement, dated February 4, 2000,
between Aridia Corp. and Infectio Diagnostic (I.D.I.) Inc.
*10.16+ Thermal Cycler Supplier Agreement, dated April 15, 2000,
between Cepheid and PE Biosystems, a division of PE
Corporation.
*23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Heller Ehrman White & McAuliffe LLP. Reference is
made to Exhibit 5.1.
*24.1 Power of Attorney. Reference is made to the signature page.
*27.1 Financial Data Schedule.
</TABLE>
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* Previously filed.
+ Certain portions of these exhibits have been omitted pursuant to a request
for confidential treatment filed with the SEC.
++ Replaces previously filed exhibit.
(b) FINANCIAL STATEMENT SCHEDULE.
Schedules have been omitted because the information required to be set forth
therein is not applicable or is shown in the financial statements or notes
thereto.
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes to provide to the Underwriters at
the closing specified in the Underwriting Agreement certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.
Insofar as indemnification by the Registrant for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions
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<PAGE> 6
PART II
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referenced in Item 14 of this Registration Statement 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 hereunder, 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.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act, the
information omitted from the form of Prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective; and
(2) For the purpose of determining any liability under the Securities Act, each
post-effective amendment that contains a form of Prospectus shall be deemed to
be a new Registration Statement relating to the securities offered therein, and
the Offering of such securities at the time shall be deemed to be the initial
bona fide offering thereof.
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<PAGE> 7
PART II
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Amendment No. 2 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in Sunnyvale,
California, on the 7th day of June 2000.
CEPHEID
By: /s/ THOMAS L. GUTSHALL
------------------------------------
Thomas L. Gutshall
Chairman and Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS AMENDMENT NO. 2 TO THE
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED:
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<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ THOMAS L. GUTSHALL Chairman of the Board, June 7, 2000
-------------------------------------------------------- Chief Executive Officer
Thomas L. Gutshall and Director
(Principal Executive Officer)
* President, Chief Operating June 7, 2000
-------------------------------------------------------- Officer and Director
Kurt Petersen, Ph.D.
/s/ CATHERINE A. SMITH Vice-President of Finance and June 7, 2000
-------------------------------------------------------- Chief Financial Officer
Catherine A. Smith (Principal Financial and
Accounting Officer)
* Director June 7, 2000
--------------------------------------------------------
Gerald S. Casilli
* Director June 7, 2000
--------------------------------------------------------
Cristina H. Kepner
* Director June 7, 2000
--------------------------------------------------------
Ernest Mario, Ph.D.
* Director June 7, 2000
--------------------------------------------------------
Dean O. Morton
* Director June 7, 2000
--------------------------------------------------------
Hollings C. Renton
*By: /s/ THOMAS L. GUTSHALL
---------------------------------------------------
Thomas L. Gutshall, Attorney-in-fact
</TABLE>
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<PAGE> 8
PART II
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
-------------------------------------------------------------------------
<C> <S>
*1.1 Form of Underwriting Agreement
*3.1 Amended and Restated Articles of Incorporation
*3.2 Amended and Restated Bylaws
4.1 Reference is made to Exhibits 3.1 and 3.2
*4.2 Specimen Common Stock Certificate
*5.1 Opinion of Heller Ehrman White & McAuliffe LLP
*10.1 Standard Industrial Lease, dated October 21, 1997, between
Cepheid and Marin County Employees Retirement Association.
*10.2 Consent of Landlord and Lease Agreement among Cepheid, AMB
Property, L.P. and SIMCO Electronics, dated March 18, 2000.
*10.3 1997 Stock Option Plan, as amended
*10.4 2000 Employee Stock Purchase Plan
*10.5 2000 Non-Employee Director's Stock Option Plan
*10.6 Form of Indemnification Agreement between Cepheid and its
officers and directors.
*10.7 Promissory Note, dated June 4, 1997 between Cepheid and M.
Allen Northrup, Ph.D.
*10.8 Amended and Restated Investor Rights Agreement, dated
January 21, 2000 among Cepheid and certain shareholders of
Cepheid.
10.9+ ++ License Agreement, dated January 16, 1996, between Cepheid
and The Regents of the University of California, Lawrence
Livermore National Laboratory.
10.10+ ++ Letter Agreement, dated January 10, 2000, between Cepheid
and Fisher Scientific Company LLC.
*10.11+ Development and Supply Agreement, dated November 17, 1998,
between Cepheid and Innogenetics N.V.
*10.12 Joint Technology and Collaboration Agreement, dated February
4, 2000, among Cepheid, Aridia Corp. and Infectio Diagnostic
(I.D.I.) Inc.
*10.13 Shareholders Agreement, dated February 4, 2000, among
Cepheid, Aridia Corp. and Infectio Diagnostic (I.D.I.) Inc.
10.14+ ++ License and Supply Agreement, dated February 4, 2000,
between Cepheid and Aridia Corp.
*10.15+ License and Supply Agreement, dated February 4, 2000,
between Aridia Corp. and Infectio Diagnostic (I.D.I.) Inc.
*10.16+ Thermal Cycler Supplier Agreement, dated April 15, 2000,
between Cepheid and PE Biosystems, a division of PE
Corporation
*23.1 Consent of Ernst & Young, LLP Independent Auditors.
23.2 Consent of Heller Ehrman White & McAuliffe LLP. Reference is
made to Exhibit 5.1.
*24.1 Power of Attorney. Reference is made to the signature page.
*27.1 Financial Data Schedule.
</TABLE>
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* Previously filed.
+ Certain portions of these exhibits have been omitted pursuant to a request
for confidential treatment filed with the SEC.
++ Replaces previously filed exhibit.
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