<PAGE>
As filed with the Securities and Exchange Commission on May 5, 2000
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
---------------------------------------------
PARADIGM GENETICS, INC.
(Exact name of Registrant as specified
in its charter)
DELAWARE 56-2047837
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
104 ALEXANDER DRIVE
RESEARCH TRIANGLE PARK, NORTH CAROLINA 27709
(919) 425-3000
(Address of Principal Executive Offices)
PARADIGM GENETICS, INC. 2000 EMPLOYEE STOCK PURCHASE PLAN
(Full titles of the plans)
JOHN A. RYALS, PH.D.
CHIEF EXECUTIVE OFFICER AND PRESIDENT
PARADIGM GENETICS, INC.
104 ALEXANDER DRIVE
RESEARCH TRIANGLE PARK, NORTH CAROLINA 27709
(919) 425-3000
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
---------------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================
Proposed Proposed
Title of Amount to be maximum maximum Amount of
securities to be registered registered offering price aggregate registration fee
per share offering price
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 500,000 shares (1) $8.00 (2) $4,000,000 (2) $1,056
============================================================================================================
</TABLE>
(1) The number of shares of common stock, par value $.01 per share ("Common
Stock") consists of the aggregate number of shares which may be purchased
under the Paradigm Genetics, Inc. 2000 Employee Stock Purchase Plan (the
"Plan"). The maximum number of shares that may be purchased pursuant to
the Plan is subject to adjustment in accordance with certain anti-dilution
and other provisions of the Plan. Accordingly, pursuant to Rule 416 under
the Securities Act of 1933, as amended (the "Securities Act"), this
Registration Statement covers, in addition to the number of shares stated
above, an indeterminate number of shares which may be subject to grant or
otherwise issuable after the operation of any such anti-dilution and other
provisions.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) under the Securities Act.
===============================================================================
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EXPLANATORY NOTE
----------------
In accordance with the instructional Note to Part I of Form S-8 as
promulgated by the Securities and Exchange Commission, the information specified
by Part I of Form S-8 has been omitted from this Registration Statement on Form
S-8 for offers of Common Stock pursuant to the Plan.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
- --------------------------------------------------------
The following documents filed by the Registrant with the Commission are
incorporated herein by reference:
(1) The Registrant's latest annual report filed pursuant to Section 13 (a)
or 15 (d) of the Exchange Act, or the latest prospectus filed pursuant to Rule
424(b) under the Securities Act that contains audited financial statements for
the Registrant's latest fiscal year for which such statements have been filed.
(2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (1) above.
(3) The description of the Common Stock contained in the Registrant's
Registration Statement on Form 8-A (File No. 0-30365) filed under the Securities
Exchange Act of 1934, including any amendment or report filed for the purpose of
updating such description.
All reports and other documents filed by the Registrant after the date
hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 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 herein and to be part hereof from the date of filing of such reports
and 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 which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any 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.
- -----------------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
- --------------------------------------------------
Incorporated herein by reference from Registration Statement on Form S-1,
No. 333-30758.
Item 7. Exemption from Registration Claimed.
- --------------------------------------------
Not applicable.
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<PAGE>
Item 8. Exhibits.
- -----------------
(3.1.1) Certificate of Incorporation of the Registrant - Delaware (Filed
as Exhibit 3.1.1 to Registration Statement on Form S-1, as amended,
No. 333-30758, and incorporated herein by reference).
(3.1.2) Certificate of Amendment of the Certificate of Incorporation of
the Registrant - Delaware (Filed as Exhibit 3.1.2 to Registration
Statement on Form S-1, as amended, No. 333-30758, and incorporated
herein by reference).
(3.1.3) Certificate of Retirement and Elimination of Series A Preferred
Stock, Series B Preferred Stock and Series C Preferred Stock of the
Registrant - Delaware - to be filed upon the completion of the
offering (the "IPO") contemplated by the Registrant's Registration
Statement on Form S-1, No. 333-30758 (Filed as Exhibit 3.1.3 to
Registration Statement on Form S-1, as amended, No. 333-30758, and
incorporated herein by reference).
(3.2) Restated Certificate of Incorporation of the Registrant -Delaware -
to be filed upon completion of the IPO (Filed as Exhibit 3.2 to
Registration Statement on Form S-1, as amended, No. 333-30758, and
incorporated herein by reference).
(3.3.1) By-laws of the Registrant - Delaware (Filed as Exhibit 3.3.1 to
Registration Statement on Form S-1, as amended, No. 333-30758, and
incorporated herein by reference).
(3.4) Amended and Restated By-laws of the Registrant - Delaware - to be
effective upon completion of the IPO (Filed as Exhibit 3.4 to
Registration Statement on Form S-1, as amended, No. 333-30758, and
incorporated herein by reference).
(4.1) Form of Common Stock Certificate (Filed as Exhibit 4.1 to
Registration Statement on Form S-1, as amended, No. 333-30758, and
incorporated herein by reference).
(5) Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. as
to the legality of shares being registered.
(23.1) Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
(included in opinion of counsel filed as Exhibit 5).
(23.2) Consent of PricewaterhouseCoopers LLP.
(24) Power of Attorney (included on the signature page of this
Registration Statement).
(99.1) Paradigm Genetics, Inc. 2000 Employee Stock Purchase Plan (Filed
as Exhibit 10.49 to Registration Statement on Form S-1, as amended,
No. 333-30758, and incorporated herein by reference).
II-2
<PAGE>
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 of 1933;
(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, represents a fundamental change in the information set
forth in the Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective 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 Registration Statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, 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 any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 that is incorporated by reference in
this 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
of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or
II-3
<PAGE>
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the 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 Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE>
SIGNATURES
The Registrant. 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 Research Triangle Park, North Carolina on May 5, 2000.
PARADIGM GENETICS, INC.
By /s/ John A. Ryals
-------------------------------------
John A. Ryals
Chief Executive Officer and President
Each person whose signature appears below constitutes and appoints John A.
Ryals and Ian A. W. Howes, and each of them, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
in each of them, for him and in his name, place and stead, and in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement on Form S-8 of Paradigm Genetics, Inc., and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in or
about the premises, as full 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 or any of them or their 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 by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures TITLE DATE
- ---------------------- ----------------------------------- -----------------------------
<S> <C> <C>
/s/ John A. Ryals Chief Executive Officer, President May 5, 2000
- ---------------------- and Director
John A. Ryals (Principal executive officer)
/s/ Ian A.W. Howes Vice President of Finance and May 5, 2000
- ---------------------- Chief Financial Officer (Principal
Ian A. W. Howes financial and accounting officer)
/s/ G. Steven Burrill Director May 5, 2000
- ----------------------
G. Steven Burrill
/s/ Dennis Dougherty Director May 5, 2000
- ----------------------
Dennis Dougherty
/s/ Terrance McGuire Director May 5, 2000
- ----------------------
Terrance McGuire
</TABLE>
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<PAGE>
<TABLE>
<S> <C> <C>
/s/ Michael Summers Director May 5, 2000
- ----------------------
Michael Summers
/s/ Robert Goodman Director May 5, 2000
- ----------------------
Robert Goodman
/s/ Henri Zinsli Director May 5, 2000
- ----------------------
Henri Zinsli
</TABLE>
II-6
<PAGE>
PARADIGM GENETICS, INC.
INDEX TO EXHIBITS FILED WITH
FORM S-8 REGISTRATION STATEMENT
Exhibit
Number Description
- ----------- ------------------------------------------------------------------
(3.1.1) Certificate of Incorporation of the Registrant - Delaware (Filed as
Exhibit 3.1.1 to Registration Statement on Form S-1, as amended,
No. 333-30758, and incorporated herein by reference).
(3.1.2) Certificate of Amendment of the Certificate of Incorporation of the
Registrant - Delaware (Filed as Exhibit 3.1.2 to Registration
Statement on Form S-1, as amended, No. 333-30758, and incorporated
herein by reference).
(3.1.3) Certificate of Retirement and Elimination of Series A Preferred
Stock, Series B Preferred Stock and Series C Preferred Stock of the
Registrant - Delaware - to be filed upon the completion of the
offering (the "IPO") contemplated by the Registrant's Registration
Statement on Form S-1, No. 333-30758 (Filed as Exhibit 3.1.3 to
Registration Statement on Form S-1, as amended, No. 333-30758, and
incorporated herein by reference).
(3.2) Restated Certificate of Incorporation of the Registrant - Delaware
- to be filed upon completion of the IPO (Filed as Exhibit 3.2 to
Registration Statement on Form S-1, as amended, No. 333-30758, and
incorporated herein by reference).
(3.3.1) By-laws of the Registrant - Delaware (Filed as Exhibit 3.3.1 to
Registration Statement on Form S-1, as amended, No. 333-30758, and
incorporated herein by reference).
(3.4) Amended and Restated By-laws of the Registrant - Delaware - to be
effective upon completion of the IPO (Filed as Exhibit 3.4 to
Registration Statement on Form S-1, as amended, No. 333-30758, and
incorporated herein by reference).
(4.1) Form of Common Stock Certificate (Filed as Exhibit 4.1 to
Registration Statement on Form S-1, as amended, No. 333-30758, and
incorporated herein by reference).
(5) Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. as
to the legality of shares being registered.
(23.1) Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
(included in opinion of counsel filed as Exhibit 5).
<PAGE>
(23.2) Consent of PricewaterhouseCoopers LLP.
(24) Power of Attorney (included on the signature page of this
Registration Statement).
(99.1) Paradigm Genetics, Inc. 2000 Employee Stock Purchase Plan (Filed as
Exhibit 10.49 to Registration Statement on Form S-1, as amended,
No. 333-30758, and incorporated herein by reference).
TRADOCS:1317529.1(S8M101!.DOC)
<PAGE>
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
May 4, 2000
Paradigm Genetics, Inc.
104 Alexander Drive
Research Triangle Park, North Carolina 27709
Ladies and Gentlemen:
We have acted as counsel to Paradigm Genetics, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission of a Registration Statement on Form S-8
(the "Registration Statement"), pursuant to which the Company is registering the
issuance under the Securities Act of 1933, as amended, of a total of 500,000
shares (the "Shares") of its common stock, $.01 par value per share (the "Common
Stock"), which may be purchased under the Registrant's 2000 Employee Stock
Purchase Plan (the "Plan"). This opinion is being rendered in connection with
the filing of the Registration Statement. All capitalized terms used herein and
not otherwise defined shall have the respective meanings given to them in the
Registration Statement.
In connection with this opinion, we have examined the Company's
Amended Certificate of Incorporation and Bylaws, both as currently in effect;
such other documents and records of the corporate proceedings of the Company and
certificates of the Company's officers as we have deemed relevant; and the
Registration Statement and the exhibits thereto.
In our examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies.
Based upon the foregoing, we are of the opinion that (i) the Shares
have been duly and validly authorized by the Company and (ii) the Shares, when
issued in accordance with the terms of the Plan, will be duly and validly
issued, fully paid and non-assessable shares of the Common Stock, free of
preemptive rights.
Our opinion is limited to the General Corporation Laws of the State of
Delaware, and we express no opinion with respect to the laws of any other
jurisdiction. No opinion is expressed herein with respect to the qualification
of the Shares under the securities or blue sky laws of any state or any foreign
jurisdiction.
Boston New York Reston Washington
<PAGE>
May 4, 2000
Page 2
We understand that you wish to file this opinion as an exhibit to the
Registration Statement, and we hereby consent thereto.
Very truly yours,
/s/ Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 27, 2000, except as to Note
12, which is as of April 24, 2000, relating to the financial statements, which
appears in the Form S-1 (Registration Statement No. 333-30758) of Paradigm
Genetics, Inc.
PricewaterhouseCoopers LLP
Raleigh, North Carolina
May 3, 2000
