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As filed with the Securities and Exchange Commission on August 13, 1998
Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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LJL BIOSYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 77-0360183
(State of incorporation) (I.R.S. Employer Identification No.)
405 TASMAN DRIVE
SUNNYVALE, CA 94089
(Address of principal executive offices)
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1998 EMPLOYEE STOCK PURCHASE PLAN
1997 STOCK PLAN
1998 DIRECTORS' STOCK OPTION PLAN
1994 EQUITY INCENTIVE PLAN
(Full title of the Plans)
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LEV J. LEYTES
PRESIDENT AND CHIEF EXECUTIVE OFFICER
LJL BIOSYSTEMS, INC.
405 TASMAN DRIVE
SUNNYVALE, CA 94089
(408) 541-8787
(Name, address and telephone number, including area code, of agent for service)
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Copy to:
Mark B. Weeks
Venture Law Group
A Professional Corporation
2800 Sand Hill Road
Menlo Park, California 94025
(650) 854-4488
Page 1 of 8 Pages
Exhibit Index on Page 6
(Calculation of Registration Fee on following page)
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<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum Maximum Amount of
Amount to be Offering Price Aggregate Registration
Title of Securities to be Registered Registered(1) Per Share Offering Price Fee
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<S> <C> <C> <C> <C>
1998 EMPLOYEE STOCK PURCHASE PLAN*
Common Stock,
$0.001 par value . . . . . . . . . . . . . . 300,000 Shares $4.14 (2) $1,242,000.00 $366.39
1997 STOCK OPTION PLAN *
Common Stock,
$0.001 par value . . . . . . . . . . . . . . 896,016 Shares $3.13 (3) $2,804,530.08 $827.34
Common Stock,
$0.001 par value . . . . . . . . . . . . . . 1,174,734 Shares $4.88 (4) $5,732,701.92 $1,691.15
1998 DIRECTORS' STOCK OPTION PLAN*
Common Stock,
$0.001 par value . . . . . . . . . . . . . . 150,000 Shares $4.88 (4) $732,000.00 $215.94
1994 EQUITY INCENTIVE PLAN *
Common Stock,
$0.001 par value . . . . . . . . . . . . . . 479,250 Shares $0.21 (3) $100,642.50 $29.69
TOTALS 3,000,000 Shares $3.45** $10,611,874.50 $3,130.51
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* as of August 10, 1998
** Average of Offering Price Per Share
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under any of the Plans being registered
pursuant to this Registration Statement by reason of any stock dividend,
stock split, recapitalization or any other similar transaction effected
without the receipt of consideration which results in an increase in the
number of the Registrant's outstanding shares of Common Stock.
(2) Estimated in accordance with Rules 457(c) and 457(h) under the Securities
Act of 1933 (the "SECURITIES ACT") solely for the purpose of calculating
the registration fee. The computation is based upon the average of the
high and low sale prices of the Common Stock as reported on The Nasdaq
National Market on August 10, 1998, multiplied by 85%, which is the
percentage of the trading purchase price applicable to purchases under the
referenced Plan.
(3) Computed in accordance with Rules 457(c) and 457(h) under the Securities
Act solely for the purpose of calculating the registration fee.
Computation based on the weighted average per share exercise price (rounded
to nearest cent) of outstanding options under the referenced plan, the
shares issuable under which are registered hereby.
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(4) Estimated in accordance with Rules 457(c) and 457(h) under the Securities
Act solely for the purpose of calculating the registration fee. The
computation with respect to unissued options is based upon the average high
and low sale prices of the Common Stock as reported on the Nasdaq National
Market on August 10, 1998.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "COMMISSION") are hereby incorporated by reference:
(a) The Registrant's Prospectus filed on March 13, 1998 pursuant to
Rule 424(b) of the Securities Act, which contains audited financial
statements for the Registrant's latest fiscal year for which such statements
have been filed;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the filing referred to in (a) above; and
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission
under Section 12 of the Securities Exchange Act of 1934 (the "EXCHANGE ACT")
on January 22, 1998, including any amendment or report filed for the purpose
of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing such documents.
Item 4. DESCRIPTION OF SECURITIES. Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters with respect to the legality of the issuance of the
Common Stock registered hereby will be passed upon for the Registrant by Venture
Law Group, Menlo Park, California. As of the date of this Registration
Statement, certain members of Venture Law Group and investment partnerships of
which members of Venture Law Group are partners beneficially own 9,863 shares
and options for up to 20,000 shares, respectively, of the Registrants' Common
Stock in the aggregate.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Certificate of Incorporation reduces the liability of a
director to the corporation or its shareholders for monetary damages for
breaches of his or her fiduciary duty of care to the fullest extent permissible
under Delaware law. The Bylaws of the Registrant further provide for
indemnification of corporate agents to the maximum extent permitted by the
Delaware General Corporation Law. In addition, the Registrant has entered into
Indemnification Agreements with its officers and directors.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
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Item 8. EXHIBITS.
Exhibit
Number
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5.1 Opinion of Venture Law Group, a Professional Corporation. (see p. 7)
23.1 Consent of Venture Law Group, a Professional Corporation (included
in Exhibit 5.1).
23.2 Consent of Independent Accountants (see p. 8).
24.1 Powers of Attorney (see p. 5).
Item 9. UNDERTAKINGS.
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 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.
(2) that, for purposes 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 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.
Insofar as the indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, 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 a 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 question has already been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, LJL BioSystems, Inc., a corporation organized and existing under
the laws of the State of Delaware, 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 12th day of August, 1998.
LJL BioSystems, Inc.
By: /s/ Lev J. Leytes
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Lev J. Leytes
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Lev J. Leytes and Robert T. Beggs,
jointly and severally, his or her attorneys-in-fact and agents, each with the
power of substitution and resubstitution, for him or her and in his or her
name, place or stead, in any and all capacities, to sign any amendments to
this Registration Statement on Form S-8, and to file such amendments,
together with exhibits and other documents in connection therewith, with the
Securities and Exchange Commission, granting to each attorney-in-fact and
agent, 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
as he or she might or could do in person, and ratifying and confirming all
that the attorney-in-facts 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 dates indicated.
SIGNATURE TITLE DATE
/s/ Lev J. Leytes President and Chief Executive August 12, 1998
---------------------- Officer (Principal Executive
Lev J. Leytes Officer)
/s/ Robert T. Beggs Vice President, Finance and August 12, 1998
---------------------- Administration (Principal
Robert T. Beggs Financial and Accounting
Officer)
/s/ Lev J. Leytes Director August 12, 1998
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Lev J. Leytes
/s / Galina I. Leytes Director August 12, 1998
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Galina I. Leytes
/s/ George W. Dunbar, Jr. Director August 12, 1998
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George W. Dunbar, Jr.
/s/ Michael F. Bigham Director August 12, 1998
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Michael F. Bigham
/s/ John G. Freund Director August 12, 1998
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John G. Freund
/s/ Daniel S. Janney Director August 12, 1998
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Daniel S. Janney
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INDEX TO EXHIBITS
Exhibit Page
Number No.
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5.1 Opinion of Venture Law Group, a Professional Corporation 7
23.1 Consent of Venture Law Group, a Professional Corporation 7
(included in Exhibit 5.1).
23.2 Consent of Independent Accountants (see p. 8). 8
24.1 Powers of Attorney (see p. 5). 5
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Exhibit 5.1
August 13, 1998
LJL BioSystems, Inc.
405 Tasman Drive
Sunnyvale, CA 94089
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the
"REGISTRATION STATEMENT") filed by you with the Securities and Exchange
Commission (the "COMMISSION") on or about August 13, 1998 in connection
with the registration under the Securities Act of 1933, as amended, of a
total of 300,000 shares of your Common Stock reserved for issuance under the
1998 Employee Stock Purchase Plan, 2,070,750 shares of your Common Stock
reserved for issuance under the 1997 Stock Plan, 150,000 shares of your
Common Stock reserved for issuance under the 1998 Directors' Stock Option
Plan and 479,250 shares of your Common Stock reserved for issuance under the
1994 Equity Incentive Plan (collectively the "Shares"). As your counsel in
connection with this transaction, we have examined the proceedings taken and
are familiar with the proceedings proposed to be taken by you in connection
with the sale and issuance of the Shares.
It is our opinion that upon conclusion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, and upon completion of the proceedings being taken in order to permit
such transactions to be carried out in accordance with the securities laws of
the various states where required, the Shares when issued and sold in the
manner described in the Registration Statement will be legally and validly
issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in
the Registration Statement, including the Prospectus constituting a part
thereof, and in any amendment thereto.
Sincerely,
VENTURE LAW GROUP
/s/ Venture Law Group
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 21, 1998, except as to the
seventeenth and nineteenth paragraphs of Note 1 and the second paragraph of
Note 6 which are as of February 25, 1998 and the fourth paragraph of Note 5
which is as of March 12, 1998, appearing on page F-2 of LJL BioSystems,
Inc.'s Registration Statement on Form S-1.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
San Jose, California
August 12, 1998
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