<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 16, 1999
REGISTRATION NO. 333-86555
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- --------------------------------------------------------------------------------
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
AUTOCYTE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 3826 56-1995728
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
780 PLANTATION DRIVE, BURLINGTON, NORTH CAROLINA 27215, (336) 222-9707
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
JAMES B. POWELL, M.D.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
AUTOCYTE, INC.
780 PLANTATION DRIVE
BURLINGTON, NORTH CAROLINA 27215
(336) 222-9707
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
COPIES OF ALL CORRESPONDENCE TO:
<TABLE>
<S> <C>
STEVEN N. FARBER, ESQ. MICHAEL E. STANSBURY, ESQ.
MARC A. RUBENSTEIN, ESQ. ELIZABETH W. KORRELL, ESQ.
PALMER & DODGE LLP PERKINS COIE LLP
ONE BEACON STREET 1201 THIRD AVENUE
BOSTON, MASSACHUSETTS 02108 SEATTLE, WA 98101-3099
(617) 573-0100 (206) 583-8888
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the Registration Statement becomes effective.
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If any of the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
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, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
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,
check the following box. [ ]
------------------------
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 OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO
SECTION 8(a), MAY DETERMINE.
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<PAGE> 2
The registrant hereby files this Post-Effective Amendment No. 1 to its
Registration Statement on Form S-4 (File No. 333-86555) to update the disclosure
in the joint proxy statement/prospectus in response to Item 14(c) of Form S-4
relating to legal proceedings to include a discussion of a legal proceeding
against the registrant that commenced after the date the Securities and Exchange
Commission declared this registration statement effective and after the date the
registrant and NeoPath, Inc. each mailed the joint proxy statement/prospectus to
their respective stockholders.
<PAGE> 3
[AUTOCYTE LOGO]
780 Plantation Drive
Burlington, North Carolina 27215
Nasdaq: ACYT
September , 1999
Dear Stockholder:
I am enclosing for your consideration a supplement to the joint proxy
statement/prospectus of AutoCyte and NeoPath dated September 8, 1999. The
enclosed supplement describes a lawsuit against AutoCyte that arose after the
mailing on September 10, 1999 of the joint proxy statement/prospectus. Also
enclosed is a replacement proxy card for the special meeting of stockholders of
AutoCyte. Please note that the replacement proxy card is a different color than
the proxy card that you originally received.
TO HAVE YOUR VOTE COUNTED AT THE AUTOCYTE SPECIAL MEETING, WE MUST RECEIVE
THE ENCLOSED PROXY CARD EVEN IF YOU HAVE ALREADY SIGNED AND RETURNED THE
PROXY CARD THAT ACCOMPANIED THE ORIGINAL JOINT PROXY STATEMENT/PROSPECTUS.
We urge you to complete and return the enclosed proxy card at your earliest
convenience.
Sincerely,
[RICHARD A. CHARPIE SIGNATURE]
Richard A. Charpie
Chairman of the Board
<PAGE> 4
[NEOPATH LOGO]
8271 154TH AVENUE NE
REDMOND, WASHINGTON 98052
NASDAQ: NPTH
September , 1999
Dear Stockholder:
I am enclosing for your consideration a supplement to the joint proxy
statement/prospectus of AutoCyte and NeoPath dated September 8, 1999. The
enclosed supplement describes a lawsuit against AutoCyte that arose after the
mailing on September 10, 1999 of the joint proxy statement/prospectus. Also
enclosed is a replacement proxy card for the special meeting of shareholders of
NeoPath. Please note that the replacement proxy card is a different color than
the proxy card that you originally received.
TO HAVE YOUR VOTE COUNTED AT THE NEOPATH SPECIAL MEETING, WE MUST
RECEIVE THE ENCLOSED PROXY CARD EVEN IF YOU HAVE ALREADY SIGNED AND
RETURNED THE PROXY CARD THAT ACCOMPANIED THE ORIGINAL JOINT PROXY
STATEMENT/PROSPECTUS.
We urge you to complete and return the enclosed proxy card at your earliest
convenience.
Sincerely,
Ronald R. Bromfield
President and Chief Executive
Officer
<PAGE> 5
PROSPECTUS SUPPLEMENT NO. 1
DATED SEPTEMBER , 1999
TO
JOINT PROXY STATEMENT/PROSPECTUS DATED SEPTEMBER 8, 1999
AUTOCYTE, INC. AND NEOPATH, INC.
This prospectus supplement supplements the joint proxy statement/prospectus
dated September 8, 1999 of AutoCyte and NeoPath relating to the issuance of
shares of AutoCyte's common stock to shareholders of NeoPath in connection with
AutoCyte's proposed acquisition of NeoPath. You should read this prospectus
supplement in conjunction with the prospectus included in our joint proxy
statement/ prospectus dated September 8, 1999, and this prospectus supplement is
qualified by reference to the joint proxy statement/ prospectus, except to the
extent that the information in this prospectus supplement replaces or
supplements the information in the joint proxy statement/prospectus.
BUSINESS OF AUTOCYTE
The following discussion amends and restates in its entirety the discussion
under "Business of AutoCyte -- Legal Proceedings" and supplements the discussion
under "Business of AutoCyte -- Patents, Copyrights, Licenses and Proprietary
Rights."
On September 13, 1999, Cytyc Corporation filed suit in the United State
District Court for the District of Delaware against AutoCyte. The complaint
alleges that AutoCyte's CytoRich(R) proprietary preservatives and reagents
infringe Cytyc's patent titled "Cell Preservative Solution." The complaint seeks
a determination that AutoCyte is infringing Cytyc's patent and an injunction
preliminarily and permanently enjoining and restraining AutoCyte from further
infringing Cytyc's patent. The complaint also seeks treble damages, plus
interest, in an amount to be determined, as well as costs and reasonable
attorneys fees.
AutoCyte believes that Cytyc's claims are without factual or legal merit
and intends to vigorously defend this action. However, given the early stage of
this litigation, AutoCyte cannot guarantee that it will be successful in its
defense of this claim. If the court were to uphold Cytyc's claims of
infringement, AutoCyte, in addition to paying Cytyc's proven damages, if any,
could then be prevented from selling its CytoRich preservatives and reagents or
be required to obtain a license from Cytyc. If such a license were not
available, AutoCyte would need to redesign its CytoRich preservatives and
reagents to be non-infringing. Any change to the CytoRich preservatives and
reagents would likely need to be approved by the FDA before it could be sold in
the United States for gynecological applications.
Except as described above, AutoCyte is not a party to any material legal
proceedings.
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Post-Effective Amendment No. 1 to its Registration
Statement (File No. 333-86555) to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Burlington, the State of North
Carolina, on September 15, 1999.
AUTOCYTE, INC.
By: /s/ JAMES B. POWELL, M.D.
------------------------------------
James B. Powell, M.D.
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement (File No.
333-86555) has been signed by the following persons in the capacities indicated
on the dates indicated
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<C> <S> <C>
/s/ JAMES B. POWELL, M.D. President, Chief Executive Officer September 15, 1999
- ------------------------------------------ and Director (Principal Executive
James B. Powell, M.D. Officer)
/s/ WILLIAM O. GREEN Chief Financial Officer, and Vice September 15, 1999
- ------------------------------------------ President, Finance (Principal
William O. Green Financial Officer and Principal
Accounting Officer)
* Director September 15, 1999
- ------------------------------------------
Richard A. Charpie
* Director September 15, 1999
- ------------------------------------------
Robert E. Curry
* Director September 15, 1999
- ------------------------------------------
Thomas P. Mac Mahon
Director , 1999
- ------------------------------------------
Susan E. Whitehead
*By: /s/ WILLIAM O. GREEN
- ------------------------------------------
William O. Green
Attorney-in-Fact
</TABLE>
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<C> <S>
23.1 Consent of Ernst & Young LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Warburg Dillon Read LLC
23.4 Consent of Credit Suisse First Boston Corporation
</TABLE>
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Experts" and
"Selected Financial Data" and to (i) the use of our report dated February 5,
1999 with respect to the financial statements of AutoCyte, Inc. as of December
31, 1998 and 1997, for the years ended December 31, 1998 and 1997, and for the
period from November 22, 1996 through December 31, 1996, and (ii) the use of our
report dated June 13, 1997, with respect to the financial statements of the
Cytology and Pathology Automated Business of Roche Imaging Analysis Systems,
Inc., as of December 31, 1995 and November 21, 1996 and for the years ended
December 31, 1994 and 1995 and for the period from January 1, 1996 through
November 21, 1996 included in the Registration Statement (Form S-4, No.
333-86555), as amended by Post-Effective Amendment No. 1, and related
Prospectus, as supplemented by Prospectus Supplement No. 1, of AutoCyte, Inc.
for the registration of 14,000,000 shares of its common stock.
/s/ Ernst & Young LLP
Raleigh, North Carolina
September 15, 1999
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to the
use of our reports dated February 9, 1999 with respect to the financial
statements and schedule of NeoPath, Inc. incorporated by reference and/or
included in the Annual Report (Form 10-K) for the year ended December 31, 1998,
which are incorporated by reference and included in the Registration Statement
(Form S-4, File No. 333-86555), as amended by Post-Effective Amendment No. 1,
and related Joint Proxy Statement/Prospectus, as supplemented by Prospectus
Supplement No. 1, of AutoCyte, Inc. for the registration of shares of its common
stock.
/s/ Ernst & Young LLP
Seattle, Washington
September 15, 1999
<PAGE> 1
EXHIBIT 23.3
------------
We hereby consent to the use of Annex C containing our opinion letter dated June
4, 1999 to the Board of Directors of AutoCyte, Inc. in the Joint Proxy
Statement/Prospectus, as supplemented by Prospectus Supplement No. 1,
constituting a part of the Registration Statement on Form S-4 (File No.
333-86555), as amended by Post-Effective Amendment No. 1, relating to the merger
of NeoPath with a subsidiary of AutoCyte, Inc. and to the references to our firm
in such Proxy Statement. In giving this consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
/s/ WARBURG DILLON READ LLC
New York, New York
September 15, 1999
<PAGE> 1
EXHIBIT 23.4
------------
Consent
of
Credit Suisse First Boston Corporation
We hereby consent to (i) the inclusion of our opinion letter to the Board of
Directors of NeoPath, Inc. as Annex D to the Joint Proxy Statement/Prospectus,
as amended by Prospectus Supplement No. 1, which forms a part of the
Registration Statement on Form S-4 (File No. 333-86555), as amended by
Post-Effective Amendment No. 1, relating to the proposed merger of a
wholly-owned subsidiary of AutoCyte, Inc. with and into NeoPath, Inc. and (ii)
references to our firm and such opinion in the Joint Proxy Statement/Prospectus
under the captions "Summary - The NeoPath Special Meeting - Fairness Opinion of
Credit Suisse First Boston Corporation"; and "The Merger Background of the
Merger"; "- NeoPath's Reasons for the Merger; Recommendation of the NeoPath
Board"; and "Opinion of Credit Suisse First Boston Corporation". In giving such
consent, we do not admit that we come within the category of persons whose
consent is required under, nor do we admit that we are "experts" for purposes
of, the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.
CREDIT SUISSE FIRST BOSTON CORPORATION
By: /s/ Brian C. Polzak
---------------------------------------
Name: Brian C. Polzak
Title: Director
Dated: September 15, 1999
