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As filed with the Securities and Exchange Commission on July 18, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CEPHEID
(Exact Name of Registrant as Specified in its Charter)
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CALIFORNIA 77-0441625
(State or Other (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation or
Organization)
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1190 Borregas Avenue
Sunnyvale, CA 94089-1302
(408) 541-4191
(Address of Principal Executive Offices)
1997 STOCK OPTION PLAN
2000 EMPLOYEE STOCK PURCHASE PLAN
2000 NONEMPLOYEE DIRECTORS STOCK OPTION PLAN
(Full Title of the Plans)
Thomas L. Gutshall
Chief Executive Officer
Cepheid
1190 Borregas Avenue
Sunnyvale, CA 94086-1302
(Name and Address of Agent For Service)
(408) 541-4191
(Telephone Number, Including Area Code, of
Agent For Service)
Copies to:
AUGUST J. MORETTI
HELLER EHRMAN WHITE & MCAULIFFE
2500 SAND HILL ROAD, SUITE 100
MENLO PARK, CALIFORNIA 94025-7063
TELEPHONE: (650) 234-4229
FACSIMILE: (650) 234-4299
CALCULATION OF REGISTRATION FEE
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Proposed
Amount Proposed Maximum Maximum Amount of
Title of Securities to be Offering Price Aggregate Registration
to be Registered Registered per Share(1) Offering Price Fee
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<S> <C> <C> <C> <C>
Common Stock 3,200,000 $14.00 $58,900,000.00 $15,549.60
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(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457 under the Securities Act of 1933,
as amended.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed or to be filed with the Securities and
Exchange Commission (the "Commission) by the Registrant are incorporated by
reference in this registration statement:
(a) The Registrant's prospectus filed with the Commission pursuant
to Rule 424(b) of the Securities Act of 1933, as amended (the
"Securities Act"), in connection with the Registration Statement
on Form S-1 as amended and supplemented from time to time
(Registration No. 333-34340) originally filed with the
Commission on April 7, 2000 (the "Registration Statement") in
which there is set forth audited financial statements for the
Registrant as of December 31, 1998 and 1999 and for the years
then ended for the period from inception (March 4, 1996) to
December 31, 1997, and unaudited financial statements as of
March 31, 2000 and for the three-month periods ended March 31,
1999 and 2000; and
(b) The description of the Common Stock of the Registrant contained
in the Registrant's Registration Statement on Form 8-A filed
with the Commission on June 6, 2000 pursuant to Section 12 of
the Exchange Act of 1934, as amended (the "Exchange Act").
All documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to the termination of
the offering of the securities offered hereby shall be deemed to be incorporated
by reference into this registration statement and to be a part hereof from the
respective dates of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein, or in any other subsequently
filed document that also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the Common Stock offered hereby will be passed upon for
the Registrant by Heller Ehrman White & McAuliffe, Palo Alto, California. HEWM
Investors, an entity affiliated with Heller Ehrman White & McAuliffe,
beneficially owns 91,319 shares of our Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to Section 204(a) and 317 of the California Corporations Code,
as amended, the registrant has included in its articles of incorporation and
by-laws provisions regarding the indemnification of officers and directors of
the registrant. Article III of registrant's Restated Articles of Incorporation,
as amended, provides as follows:
"The Corporation shall, to the maximum extent and in a manner permitted
by the Code, indemnify each of its Directors against expenses (as defined in
Section 317(a) of the Code), judgments, fines, settlements and other amounts
actually and reasonably incurred in connection with any proceeding (as defined
in Section 317(a) of the Code), arising by reason of the fact that such person
is or was a Director of the Corporation. For purposes of this Article 6, a
"Director" of the Corporation includes any person (i) who is or was a Director
of the Corporation, (ii) who is or was serving at the request of the Corporation
as a director of another foreign or domestic corporation,
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partnership, joint venture, trust or other enterprise, or (iii) who was a
director of a corporation which was a predecessor corporation of the Corporation
or of another enterprise at the request of such predecessor corporation."
ARTICLE 7, SECTION 1 OF THE REGISTRANT'S BYLAWS, AS AMENDED, PROVIDES AS
FOLLOWS:
"To the fullest extent permitted by law, this corporation shall
indemnify its directors, officers, employees and other persons described in
Section 317(a) of the California Corporations Code, including persons formerly
occupying any such position, against all expenses, judgments, fines, settlements
and other amounts actually and reasonably incurred by them in connection with
any "proceeding", as that term is used in such Section and including an action
by or in the right of the corporation, by reason of the fact that such person is
or was a person described by such Section. "Expenses", as used in this Bylaw,
shall have the same meaning as in Section 317(a) of the California Corporations
Code."
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
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5 Opinion of Heller Ehrman White & McAuliffe
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Heller Ehrman White & McAuliffe (filed as part of Exhibit 5)
24 Power of Attorney (page II-6)
99.1 1997 Stock Option Plan
99.2 2000 Employee Stock Purchase Plan
99.3 2000 Nonemployee Directors Stock Option Plan
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ITEM 9. UNDERTAKINGS
A. 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;
(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 A(1)(i) and A(1)(ii) do not apply if 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 15(d) of the Exchange Act
that are incorporated by reference in the registration statement.
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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.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining liability under the Securities Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in the registration statement 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.
C. 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 provisions described in Item 6, 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.
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 the City of Sunnyvale, State of California, on this 18th day of
July, 2000.
CEPHEID
By: /s/ Thomas Gutshall
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Thomas Gutshall
Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Thomas L. Gutshall and Catherine A. Smith his or her true and lawful attorneys
in fact and agents, each acting alone, with full power of substitution and
resubstitution, for him or her and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post effective amendments)
to the registration statement on Form S-8, and to sign any registration
statement for the same offering covered by this registration statement that is
to be effective upon filing pursuant to Rule 462(b) under the Securities Act of
1933, as amended, and all post effective amendments thereto, and to file the
same, with all exhibits thereto, and all documents in connection therewith, with
the Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, 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, each acting alone, or his or her substitute
or substitutes, 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 below by the following persons in the
capacities as of July 18, 2000.
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SIGNATURE TITLE DATE
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/s/ Thomas L. Gutshall Chairman of the Board, Chief July 18, 2000
------------------------------- Executive Officer and Director
Thomas L. Gutshall (Principal Executive Officer)
/s/ Kurt Petersen President, Chief Operating Officer July 18, 2000
------------------------------- and Director
Kurt Petersen, Ph.D.
/s/ Catherine A. Smith Vice President of Finance and Chief July 18, 2000
------------------------------- Financial Officer (Principal
Catherine A. Smith Financial and Accounting Officer)
/s/ Gerald Casilli Director July 18, 2000
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Gerald Casilli
/s/ Christina H. Kepner Director July 18, 2000
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Cristina H. Kepner
/s/ Ernest Mario Director July 18, 2000
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Ernest Mario, Ph.D.
/s/ Dean O. Morton Director July 18, 2000
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Dean O. Morton
/s/ Hollings C. Renton Director July 18, 2000
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Hollings C. Renton
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INDEX TO EXHIBITS
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ITEM NO. DESCRIPTION OF EXHIBITS
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5 Opinion of Heller Ehrman White & McAuliffe
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Heller Ehrman White & McAuliffe (filed as part of Exhibit 5)
24 Power of Attorney (page II-6)
99.1 1997 Stock Option Plan
99.2 2000 Employee Stock Purchase Plan
99.3 2000 Nonemployee Directors Stock Option Plan
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