<PAGE>
As filed with the Securities and Exchange Commission on February 14, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
Form S-1
Registration Statement
Under
THE SECURITIES ACT OF 1933
_______________
DIVERSA CORPORATION
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 8731 22-3297375
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
_______________
10665 Sorrento Valley Road
San Diego, CA 92121
(858) 623-5106
(Address, including zip code and telephone number, including area code, of
Registrant's principal executive offices)
_______________
Jay M. Short, Ph.D.
Chief Executive Officer
Diversa Corporation
10665 Sorrento Valley Road
San Diego, CA 92121
(858) 623-5106
(Name, address, including zip code and telephone number, including area code, of
agent for service)
_______________
Copies to:
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<S> <C>
M. Wainwright Fishburn, Esq. Faye H. Russell, Esq.
Nancy D. Krueger, Esq. Maria P. Sendra, Esq.
David D. Berger, Esq. BROBECK, PHLEGER & HARRISON LLP
COOLEY GODWARD LLP 550 West C Street
4365 Executive Drive, Suite 1100 San Diego, CA 92101
San Diego, CA 92121 (619) 234-1966
(858) 550-6000
</TABLE>
_______________
Approximate date of commencement of proposed sale to the public:
As soon as possible after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please 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, other than securities offered only in connection with dividend or interest
reinvestment plans, 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, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] (File No. 333-92853)
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,
please check the following box. [ ]
_______________
CALCULATION OF REGISTRATION FEE
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<CAPTION>
===================================================================================================================================
Title of each class of Proposed Proposed
securities to be registered maximum maximum
Amount to offering price aggregate Amount of
be registered per share(1) offering registration fee
price
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value per share 287,500 shares $24.00 $6,900,000 $1,822
- -----------------------------------------------------------------------------------------------------------------------------------
(1) The proposed maximum offering price per share is based on the proposed
offering price for the shares of the Company's Common Stock offered hereby.
===================================================================================================================================
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<PAGE>
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON
FORM S-1 (FILE NO. 333-92853)
Diversa Corporation (the "Company") hereby incorporates by reference into
this Registration Statement on Form S-1 in its entirety the Registration
Statement on Form S-1, as amended (File No. 333-92853), declared effective
February 11, 2000 by the Securities and Exchange Commission (the "Commission"),
including each of the documents filed by the Company with the Commission and
incorporated or deemed to be incorporated therein.
CERTIFICATION
The Company hereby certifies to the Commission that (i) it has instructed
its bank to pay the Commission the filing fee set forth on the cover page of
this Registration Statement by a wire transfer of such amount to the
Commission's account as soon as practicable (but no later than the close of
business on February 15, 2000), (ii) it will not revoke such instructions, (iii)
it has sufficient funds in the relevant account to cover the amount of such
filing fee, and (iv) it will confirm receipt of such instructions by the bank
during regular business hours on February 15, 2000.
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EXHIBIT INDEX
Exhibit
Number Description of Document
------- -----------------------
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Cooley Godward LLP. Reference is made to
Exhibit 5.1.
24.1* Power of Attorney.
- ------------------
* Incorporated by reference to page II-7 and Exhibit 24.1 of the Company's
Registration Statement on Form s-1 (No. 333-92853) filed on December 15, 1999,
as subsequently amended.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
requirements for filing on Form S-1 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 February 14, 2000.
DIVERSA CORPORATION
By: /s/ Karin Eastham
-------------------------------------
Karin Eastham
Senior Vice President, Finance, and Chief
Financial Officer
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<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Jay M. Short* President Chief Executive Officer and February 14, 2000
- ------------------------------------ Director (Principal Executive Officer)
Jay M. Short, Ph.D.
/s/ Karin Eastham Senior Vice President, Finance and February 14, 2000
- ------------------------------------ Chief Financial Officer (Principal
Karin Eastham Financial and Accounting Officer)
/s/ James H. Cavenaugh* Chairman of the Board of Directors February 14, 2000
- ------------------------------------
James H. Cavenaugh, Ph.D.
/s/ Daniel T. Carroll* Director February 14, 2000
- ------------------------------------
Daniel T. Carroll
/s/ Patricia M. Cloherty* Director February 14, 2000
- ------------------------------------
Patricia M. Cloherty
/s/ Donald D. Johnston* Director February 14, 2000
- ------------------------------------
Donald D. Johnston
/s/ Mark Leschly* Director February 14, 2000
- ------------------------------------
Mark Leschly
/s/ Melvin I. Simon* Director February 14, 2000
- ------------------------------------
Melvin I. Simon
/s/ Peter Johnson* Director February 14, 2000
- ------------------------------------
Peter Johnson
*By /s/ Karin Eastham Director February 14, 2000
- ------------------------------------
Karin Eastham
</TABLE>
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF COOLEY GODWARD LLP]
February 14, 2000
DIVERSA CORPORATION
10665 Sorrento Valley Road
San Diego, CA 92121
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Diversa Corporation a Delaware corporation (the "Company"),
of a Registration Statement on Form S-1 (the "Abbreviated Registration
Statement") with the Securities and Exchange Commission (the "Commission")
pursuant to Rule 462(b) of Regulation C promulgated under the Securities Act of
1933, as amended, in connection with the issuance and sale of up to 287,500
shares of the Company's Common Stock (the "Shares") as described in the
Abbreviated Registration Statement. The Shares are to be purchased by certain
underwriters and offered for sale to the public together with the shares
registered pursuant to Registration Statement No. 333-92853, which was declared
effective on Friday, February 11, 2000 (the "Initial Registration Statement").
(Such Initial Registration Statement, as amended, together with the Abbreviated
Registration Statement, is herein referred to as the "Registration Statement.")
In connection with this opinion, we have examined and relied upon the
Abbreviated Registration Statement, the Initial Registration Statement and
related Prospectus, the Company's Certificate of Incorporation and Bylaws, as
amended, and the originals or copies certified to our satisfaction of such
records, documents, certificates, memoranda and other instruments as in our
judgment are necessary or appropriate to enable us to render the opinion
expressed below. We have assumed the genuineness and authenticity of all
documents submitted to us as originals, the conformity to originals of all
documents submitted to us as copies thereof and the due execution and delivery
of all documents where due execution and delivery are a prerequisite to the
effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Registration
Statement and related Prospectus, will be validly issued, fully paid and
nonassessable.
We consent to the reference to our firm under the caption "Legal Matters" in the
Prospectus included in the Registration Statement and to the filing of this
opinion as an exhibit to the Abbreviated Registration Statement.
Sincerely,
Cooley Godward llp
By: /s/ M. Wainwright Fishburn
---------------------------
M. Wainwright Fishburn
<PAGE>
EXHIBIT 23.1
[ERNST & YOUNG LLP LETTERHEAD]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the reference to our firm under the captions "Selected Financial
Information" and "Experts" and to the use of our report dated January 12, 2000
except for Note 11, as to which the date is February 8, 2000, in the
Registration Statement on Form S-1 (No. 333-92853) and to the incorporation by
reference in this registration statement of such report.
/s/ Ernst & Young LLP
San Diego, California
February 14, 2000
