<PAGE>
As filed with the Securities and Exchange Commission on May 5, 2000
Registration No. 333-30758
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
AMENDMENT NO. 6 TO
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-----------------
PARADIGM GENETICS, INC.
(Exact name of Registrant as specified in our charter)
-----------------
<TABLE>
<S> <C> <C>
Delaware 8731 56-2047837
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
104 Alexander Drive
Research Triangle Park, North Carolina 27709
(919) 425-3000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
-----------------
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)
-----------------
Copies to:
Jeffrey M. Wiesen, Esq. Henry P. Nowak, Esq. David W. Pollak, Esq.
Peter S. Lawrence, Esq. Vice President and Stephanie M. Gulkin, Esq.
Mintz, Levin, Cohn, General Counsel Morgan, Lewis & Bockius
Ferris, Paradigm Genetics, Inc. LLP
Glovsky and Popeo, P.C 104 Alexander Drive 101 Park Avenue
One Financial Center Research Triangle Park New York, NY 10178
Boston, MA 02111 North Carolina 27709 (212) 309-6000
(617) 542-6000 (919) 425-3000
-----------------
Approximate date of proposed sale to the public:
As soon as practicable after the Registration Statement becomes effective.
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, as amended (the "Securities Act"), 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
number for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement number 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 said
Section 8(a), may determine.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The following table sets forth an itemization of all estimated expenses,
all of which we will pay, in connection with the issuance and distribution of
the securities being registered:
<TABLE>
<S> <C>
SEC Registration Fee........................................... $ 28,830
Nasdaq National Market Listing Fee............................. 95,000
----------
NASD Filing Fee................................................ 11,420
----------
Printing and Engraving Fees.................................... 150,000
----------
Legal Fees and Expenses........................................ 375,000
----------
Accounting Fees and Expenses................................... 315,000
----------
Blue Sky Fees and Expenses..................................... 7,500
----------
Transfer Agent and Registrar Fees.............................. 7,500
----------
Miscellaneous.................................................. 9,750
----------
Total...................................................... $1,000,000
==========
</TABLE>
Item 14. Indemnification of Directors and Officers.
Upon completion of the offering, our restated certificate of incorporation
will provide that we shall indemnify, to the fullest extent authorized by the
Delaware General Corporation Law, each person who is involved in any litigation
or other proceeding because such person is or was a director or officer of
Paradigm Genetics, Inc. or is or was serving as an officer or director of
another entity at our request, against all expense, loss or liability
reasonably incurred or suffered in connection therewith. Our restated
certificate of incorporation will provide that the right to indemnification
includes the right to be paid expenses incurred in defending any proceeding in
advance of its final disposition, provided, however, that such advance payment
will only be made upon delivery to us of an undertaking, by or on behalf of the
director or officer, to repay all amounts so advanced if it is ultimately
determined that such director is not entitled to indemnification. If we do not
pay a proper claim for indemnification in full within 60 days after we receive
a written claim for such indemnification, our bylaws authorize the claimant to
bring an action against us and prescribes what constitutes a defense to such
action.
Section 145 of the Delaware General Corporation Law permits a corporation
to indemnify any director or officer of the corporation against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with any action, suit or
proceeding brought by reason of the fact that such person is or was a director
or officer of the corporation, if such person acted in good faith and in a
manner that he reasonably believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to any criminal action or
proceeding, if he or she had no reason to believe his or her conduct was
unlawful. In a derivative action (i.e., one brought by or on behalf of the
corporation), indemnification may be provided only for expenses actually and
reasonably incurred by any director or officer in connection with the defense
or settlement of such an action or suit if such person acted in good faith and
in a manner that he or she reasonably believed to be in, or not opposed to, the
best interests of the corporation, except that no indemnification shall be
provided if such person shall have been adjudged to be liable to the
corporation, unless and only to the extent that the court in which the action
or suit was brought shall determine that the defendant is fairly and reasonably
entitled to indemnity for such expenses despite such adjudication of liability.
II-1
<PAGE>
Pursuant to Section 102(b)(7) of the Delaware General Corporation Law,
Article Tenth of our amended and restated certificate of incorporation
eliminates the liability of a director to us or our stockholders for monetary
damages for such a breach of fiduciary duty as a director, except for
liabilities arising:
. from any breach of the director's duty of loyalty to us or our
stockholders;
. from acts or omissions that the director knew at the time of the
breach knew or believed were clearly in conflict with the best
interests of the corporation;
. under Section 174 of the Delaware General Corporation Law; and
. from any transaction from which the director derived an improper
personal benefit.
We carry insurance policies insuring our directors and officers against
certain liabilities that they may incur in their capacity as directors and
officers.
Additionally, reference is made to the Underwriting Agreement filed as
Exhibit 1.1 hereto, which provides for indemnification by the underwriters of
Paradigm, our directors and officers who sign the Registration Statement and
persons who control Paradigm, under certain circumstances.
Item 15. Recent Sales of Unregistered Securities.
In the three years preceding the filing of this Registration Statement, we
have sold the following securities that were not registered under the
Securities Act.
(a) Issuances of Capital Stock and Warrants
The sale and issuance of the securities described in paragraphs (1)
through (12) below were deemed to be exempt from registration under the
Securities Act by virtue of Section 4(2) or Regulation D promulgated
thereunder.
(1) On September 9, 1997, we issued 4,400 shares of common stock the
founders of the Company for $1.00 per share.
(2) On February 12, 1998, we issued a common stock dividend of 851.2727
shares for each issued and outstanding share of common stock.
(3) On February 12, 1998, we sold and issued a total of 4,625,000 shares
of Series A Preferred Stock for $0.80 per share to two investors in a
private placement. Each share of Series A Preferred Stock is convertible
into one share of our common stock.
(4) On February 12, 1998, we issued warrants to purchase an aggregate of
437,500 shares of our Series A Preferred Stock at an exercise price of
$0.80 per share to two investors.
(5) On February 12, 1998, we issued 375,000 shares of Series A Preferred
Stock in exchange for the cancellation of notes payable of $300,000.
(6) On March 6, 1998, we issued a total of 62,500 shares of Series A
Preferred Stock in exchange for the cancellation of convertible debt of
$50,000.
(7) On May 29, 1998, we sold and issued a total of 2,500,000 shares of
Series A Preferred Stock for $0.80 per share to two investors in a private
placement.
II-2
<PAGE>
(8) On March 12, 1999, we sold and issued a total of 2,790,698 shares of
Series B Preferred Stock for $2.15 per share to four investors in a
private placement. Each share of our Series B Preferred Stock is
convertible into one share of our common stock.
(9) On July 20, 1999, we issued warrants to purchase an aggregate of
116,279 shares of common stock at an exercise price of $2.15 per share to
one investor.
(10) On July 27, 1999, we issued warrants to purchase an aggregate of
150,000 shares of common stock at an exercise price of $3.00 per share to
one investor.
(11) On January 19, 2000, we issued warrants to purchase an aggregate of
60,000 shares of common stock at an exercise price of $5.00 per share to
one investor.
(12) On January 21, 2000, we sold and issued a total of 3,000,000 shares
of Series C Convertible Preferred Stock for $5.00 per share to five
investors in a private placement. Each share of our Series C Convertible
Preferred Stock is convertible into one share of our common stock.
(b) Certain Grants and Exercises of Stock Options
The sale and issuance of the securities described below were deemed to be
exempt from registration under the Securities Act in reliance on Rule 701
promulgated under Section 3(b) of the Securities Act, as transactions by an
issuer not involving a public offering or transactions pursuant to compensatory
benefit plans and contracts relating to compensation as provided under Rule
701.
Pursuant to our 1998 Stock Option Plan, we have issued options to purchase
an aggregate of 3,502,132 shares of common stock. Of these options:
. options to purchase 156,313 shares of common stock have been canceled
or lapsed without being exercised;
. options to purchase 1,859,177 shares of common stock have been
exercised; and
. options to purchase a total of 1,486,642 shares of common stock are
currently outstanding, at a weighted average exercise price of $2.53
per share.
Pursuant to our 2000 Stock Option Plan, we have issued options to purchase
an aggregate of 14,261 shares of common stock. Of these options:
. options to purchase 0 shares of common stock have been canceled or
lapsed without being exercised;
. options to purchase 0 shares of common stock have been exercised; and
. options to purchase a total of 14,261 shares of common stock are
currently outstanding at an exercise price per share equal to the
initial public offering price.
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------- ----------------------
<C> <S>
**1.1 Form of Underwriting Agreement
**2.1 Plan and Agreement of Merger between Paradigm Genetics, Inc., a North
Carolina corporation and Paradigm Genetics, Inc., a Delaware
corporation
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------- ----------------------
<C> <S>
**3.1 Restated Articles of Incorporation of the Registrant - North
Carolina
**3.1.1 Certificate of Incorporation of the Registrant - Delaware
**3.1.2 Certificate of Amendment of the Certificate of Incorporation of
the Registrant - Delaware
**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 completion of this
offering
**3.2 Restated Certificate of Incorporation of the Registrant -
Delaware - to be filed upon completion of this offering
**3.3 By-laws of the Registrant - North Carolina
**3.3.1 By-laws of the Registrant - Delaware
**3.4 Amended and Restated By-laws of the Registrant - Delaware - to be
effective upon completion of this offering
**4.1 Form of Common Stock Certificate
**5.1 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. -
Superceded.
5.2 Superceding Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C.
**10.1 Registrant's 1998 Stock Option Plan
**10.2 Founder Employment Agreement, dated February 12, 1998, between
the Registrant and John A. Ryals
**10.3 Founder Employment Agreement, dated February 12, 1998, between
the Registrant and Scott J. Uknes
**10.4 Founder Proprietary Information and Inventions Agreement, dated
February 12, 1998, between the Registrant and John A. Ryals
**10.5 Founder Proprietary Information and Inventions Agreement, dated
February 12, 1998, between the Registrant and Scott Uknes
**10.6 Amended and Restated Registration Rights Agreement, dated January
21, 2000, between the Registrant and certain Founders and
Investors
**10.6.1 First Amendment to the Amended and Restated Registration Rights
Agreement between the Registrant and certain Investors and
Founders
+**10.7 Agreement by and between Bayer AG and the Registrant dated
September 22, 1998, as amended
+**10.8 Collaboration Agreement, dated November 17, 1999, by and between
The Monsanto Company and the Registrant
**10.9 Founder Employment Agreement, dated February 12, 1998, between
the Registrant and Jorn Gorlach
**10.10 Founder Employment Agreement, dated February 12, 1998, between
the Registrant and Sandy J. Stewart
**10.11 Founder Proprietary Information and Inventions Agreement, dated
February 12, 1998, between the Registrant and Jorn Gorlach
**10.12 Founder Proprietary Information and Inventions Agreement, dated
February 12, 1998, between the Registrant and Sandy J. Stewart
**10.13 Founder Stock Repurchase and Vesting Agreement, dated February
12, 1998, between the Registrant and John A. Ryals
**10.13.1 Amendment to the Founder Stock Repurchase and Vesting Agreement
between the Registrant and John A. Ryals
**10.14 Founder Stock Repurchase and Vesting Agreement, dated February
12, 1998, between the Registrant and Jorn Gorlach
**10.14.1 Amendment to the Founder Stock Repurchase and Vesting Agreement
between the Registrant and Jorn Gorlach
**10.15 Founder Stock Repurchase and Vesting Agreement, dated February
12, 1998, between the Registrant and Sandy J. Stewart
**10.15.1 Amendment to the Founder Stock Repurchase and Vesting Agreement
between the Registrant and Sandy J. Stewart
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------- ----------------------
<C> <S>
**10.16 Founder Stock Repurchase and Vesting Agreement, dated February
12, 1998, between the Registrant and Scott Uknes
**10.16.1 Amendment to the Founder Stock Repurchase and Vesting Agreement
between the Registrant and Scott Uknes
**10.17 Employment Agreement between the Registrant and Ian Howes dated
January 14, 1999
**10.18 Employment Agreement between the Registrant and Henry Nowak dated
May 18, 1998
**10.19 Employment Agreement between the Registrant and John Hamer dated
October 4, 1998
**10.20 Agreement of Sublease, dated September 18, 1998, between the
Registrant and Integrated Energy Services
**10.21 Sublease Amendment Agreement and Assignment of Lease between the
Registrant and Integrated Energy Services
**10.22 Lease, dated September 7, 1999, as amended between the Registrant
and Parker-Raleigh Development XXXII, Limited Partnership
**10.23 Agreement of Lease between the Registrant and Triangle Service
Center, Inc.
**10.24 Amendment of Lease between the Registrant and Triangle Service
Center, Inc.
**10.25 Lease Agreement between the Registrant and ARE-104 Alexander Road
LLC dated July 27, 1999
**10.25.1 Amended and Restated Lease Agreement, dated April 2000 between
the Registrant and ARE-104 Alexander Road LLC
**10.25.2 Lease Agreement dated April 2000 between the Registrant and ARE-
104 Alexander Road LLC
**10.26 Work Letter Agreement, dated July 27, 1999, between the
Registrant and ARE-104 Alexander Road LLC
**10.27 Cost Sharing Agreement, dated July 27, 1999, between the
Registrant and ARE-104 Alexander Road LLC
**10.28 Memorandum of Lease Agreement, dated July 27, 1999, between the
Registrant and ARE-104 Alexander Road LLC
**10.29 Tenant Certificate and Agreement, dated January 11, 2000, between
the Registrant and ING Investment Management, LLC
**10.30 Master Loan and Security Agreement, dated May 13, 1998, between
the Registrant and Transamerica Business Credit Corporation.
**10.31 Loan and Security Agreement, dated July 20, 1999, between the
Registrant and Transamerica Business Credit Corporation
**10.32 Intellectual Property Security Agreement, dated July 20, 1999,
between the Registrant and Transamerica Business Credit
Corporation
**10.33 Promissory Note, dated July 23, 1999, issued by the Registrant to
Transamerica Business Credit Corporation
**10.34 Master Loan and Security Agreement, dated June 18, 1998, between
the Registrant and Oxford Venture Leasing LLC
**10.35 Equipment Schedule No. 1 to Master Loan and Security Agreement
between the Registrant and Oxford Venture Leasing LLC
**10.36 Equipment Schedule No. 2 to Master Loan and Security Agreement
between the Registrant and Oxford Venture Leasing LLC
**10.37 Equipment Schedule No. 3 to Master Loan and Security Agreement
between the Registrant and Oxford Venture Leasing LLC
**10.38 Equipment Schedule No. 4 to Master Loan and Security Agreement
between the Registrant and Oxford Venture Leasing LLC
**10.39 Equipment Schedule No. 5 to Master Loan and Security Agreement
between the Registrant and Oxford Venture Leasing LLC
**10.40 Equipment Schedule No. 6 to Master Loan and Security Agreement
between the Registrant and Oxford Venture Leasing LLC
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------- ----------------------
<C> <S>
**10.41 Equipment Schedule No. 7 to Master Loan and Security Agreement
between the Registrant and Oxford Venture Leasing LLC
**10.42 Acknowledgment of Assignment of Loan, dated December 7, 1999, by
Oxford Venture Finance Leasing LLC
**10.43 Warrant to Purchase Common Stock, dated July 27, 1999, issued by
the Registrant to ARE-104 Alexander Road LLC
**10.43.1 First Amendment to Warrant to ARE-104 Alexander Road LLC
**10.44 Warrant to Purchase Common Stock, dated July 20, 1999, issued by
the Registrant to TBCC Funding Trust II
**10.45 Warrant to Purchase Common Stock, dated January 19, 2000, issued by
the Registrant to ARE-104 Alexander Road LLC, and Escrow Agreement
**10.45.1 First Amendment to Warrant to ARE-104 Alexander Road LLC
**10.46 Warrants to Intersouth Partners III, LP and Intersouth Partners IV,
LP dated February 12, 1998
**10.46.1 First Amendments to Warrants to Intersouth Partners III, LP and
Intersouth Partners IV, LP
**10.47 Warrant to Innotech Investments Limited dated February 12, 1998
**10.47.1 First Amendment to Warrant to Innotech Investments Limited
**10.48 2000 Employee, Director and Consultant Stock Option Plan
**10.49 2000 Employee Stock Purchase Plan
23.1 Consent of PricewaterhouseCoopers LLP
**23.2 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (see
Exhibit 5.1)
**24.1 Powers of Attorney
**27 Financial Data Schedule--1997 and 1998
**27.1 Financial Data Schedule--1999
</TABLE>
- ------------------
** Previously filed with the SEC.
+ Confidential Treatment requested as to certain provisions, which portions
have been omitted and filed separately with the SEC.
Financial Statement Schedules are omitted because the information is
included in our financial statements or notes to those financial statements.
Item 17. Undertakings
The undersigned registrant hereby undertakes to provide to the
underwriters at the closing specified in the Underwriting Agreement,
certificates in such denominations and registered in such names as required by
the underwriters to permit prompt delivery to each purchaser.
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 under Item 14 above, or
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 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.
II-6
<PAGE>
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
II-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has duly caused this Amendment No. 6 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Boston, Massachusetts, on May 5, 2000.
PARADIGM GENETICS, INC.
By: /s/ John A. Ryals
-----------------------------------
John A. Ryals
Chief Executive Officer and
President
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 6 to the Registration Statement has been signed by the following persons in
the capacities held on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- -------------------------------------- -------------------------- -------------------
<S> <C> <C>
/s/ John A. Ryals Chief Executive Officer, May 5, 2000
______________________________________ President and Director
John A. Ryals (principal executive
officer)
/s/ Ian A.W. Howes Vice President of Finance May 5, 2000
______________________________________ and Chief Financial
Ian A.W. Howes Officer (principal
financial and accounting
officer)
* Director May 5, 2000
______________________________________
G. Steven Burrill
* Director May 5, 2000
______________________________________
Dennis Dougherty
* Director May 5, 2000
______________________________________
Terrance McGuire
</TABLE>
II-8
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
- -------------------------------------- -------------------------- -------------------
<S> <C> <C>
* Director May 5, 2000
______________________________________
Michael Summers
* Director May 5, 2000
______________________________________
Robert Goodman
* Director May 5, 2000
______________________________________
Henri Zinsli
</TABLE>
* By executing his name hereto on May 5, 2000, John A. Ryals is signing this
document on behalf of the persons indicated above pursuant to powers of
attorney duly executed by such persons and filed with the Securities and
Exchange Commission.
/s/ John A. Ryals
By:
----------------------------
John A. Ryals
Attorney-in-fact
II-9
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------- ----------------------
<C> <S>
**1.1 Form of Underwriting Agreement
**2.1 Plan and Agreement of Merger between Paradigm Genetics, Inc., a
North Carolina corporation and Paradigm Genetics, Inc., a Delaware
corporation
**3.1 Restated Articles of Incorporation of the Registrant - North
Carolina
**3.1.1 Certificate of Incorporation of the Registrant - Delaware
**3.1.2 Certificate of Amendment of the Certificate of Incorporation of the
Registrant - Delaware
**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 completion of this
offering
**3.2 Restated Certificate of Incorporation of the Registrant - Delaware
- to be filed upon completion of this offering
**3.3 By-laws of the Registrant - North Carolina
**3.3.1 By-laws of the Registrant - Delaware
**3.4 Amended and Restated By-laws of the Registrant - Delaware - to be
effective upon completion of this offering
**4.1 Form of Common Stock Certificate
**5.1 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. -
Superceded
5.2 Superceding Opinion of Mintz, Lenn, Cohn, Ferris, Glovsky and
Popeo, P.C.
**10.1 Registrant's 1998 Stock Option Plan
**10.2 Founder Employment Agreement, dated February 12, 1998, between the
Registrant and John A. Ryals
**10.3 Founder Employment Agreement, dated February 12, 1998, between the
Registrant and Scott J. Uknes
**10.4 Founder Proprietary Information and Inventions Agreement, dated
February 12, 1998, between the Registrant and John A. Ryals
**10.5 Founder Proprietary Information and Inventions Agreement, dated
February 12, 1998, between the Registrant and Scott Uknes
**10.6 Amended and Restated Registration Rights Agreement, dated January
21, 2000, between the Registrant and certain Founders and Investors
**10.6.1 First Amendment to the Amended and Restated Registration Rights
Agreement between the Registrant and certain Investors and Founders
+**10.7 Agreement by and between Bayer AG and the Registrant dated
September 22, 1998, as amended
+**10.8 Collaboration Agreement, dated November 17, 1999, by and between
The Monsanto Company and the Registrant
**10.9 Founder Employment Agreement, dated February 12, 1998, between the
Registrant and Jorn Gorlach
**10.10 Founder Employment Agreement, dated February 12, 1998, between the
Registrant and Sandy J. Stewart
**10.11 Founder Proprietary Information and Inventions Agreement, dated
February 12, 1998, between the Registrant and Jorn Gorlach
**10.12 Founder Proprietary Information and Inventions Agreement, dated
February 12, 1998, between the Registrant and Sandy J. Stewart
**10.13 Founder Stock Repurchase and Vesting Agreement, dated February 12,
1998, between the Registrant and John A. Ryals
**10.13.1 Amendment to the Founder Stock Repurchase and Vesting Agreement
between the Registrant and John A. Ryals
**10.14 Founder Stock Repurchase and Vesting Agreement, dated February 12,
1998, between the Registrant and Jorn Gorlach
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------- ----------------------
<C> <S>
**10.14.1 Amendment to the Founder Stock Repurchase and Vesting Agreement
between the Registrant and Jorn Gorlach
**10.15 Founder Stock Repurchase and Vesting Agreement, dated February 12,
1998, between the Registrant and Sandy J. Stewart
**10.15.1 Amendment to the Founder Stock Repurchase and Vesting Agreement
between the Registrant and Sandy J. Stewart
**10.16 Founder Stock Repurchase and Vesting Agreement, dated February 12,
1998, between the Registrant and Scott Uknes
**10.16.1 Amendment to the Founder Stock Repurchase and Vesting Agreement
between the Registrant and Scott Uknes
**10.17 Employment Agreement between the Registrant and Ian Howes dated
January 14, 1999
**10.18 Employment Agreement between the Registrant and Henry Nowak dated
May 18, 1998
**10.19 Employment Agreement between the Registrant and John Hamer dated
October 4, 1998
**10.20 Agreement of Sublease, dated September 18, 1998, between the
Registrant and Integrated Energy Services
**10.21 Sublease Amendment Agreement and Assignment of Lease between the
Registrant and Integrated Energy Services
**10.22 Lease, dated September 7, 1999, as amended between the Registrant
and Parker-Raleigh Development XXXII, Limited Partnership
**10.23 Agreement of Lease between the Registrant and Triangle Service
Center, Inc.
**10.24 Amendment of Lease between the Registrant and Triangle Service
Center, Inc.
**10.25 Lease Agreement between the Registrant and ARE-104 Alexander Road
LLC dated July 27, 1999
**10.25.1 Amended and Restated Lease Agreement, dated April 2000 between the
Registrant and ARE-104 Alexander Road LLC
**10.25.2 Lease Agreement between the Registrant and ARE-104 Alexander Road
LLC dated April 2000
**10.26 Work Letter Agreement, dated July 27, 1999, between the Registrant
and ARE-104 Alexander Road LLC
**10.27 Cost Sharing Agreement, dated July 27, 1999, between the Registrant
and ARE-104 Alexander Road LLC
**10.28 Memorandum of Lease Agreement, dated July 27, 1999, between the
Registrant and ARE-104 Alexander Road LLC
**10.29 Tenant Certificate and Agreement, dated January 11, 2000, between
the Registrant and ING Investment Management, LLC
**10.30 Master Loan and Security Agreement, dated May 13, 1998, between the
Registrant and Transamerica Business Credit Corporation.
**10.31 Loan and Security Agreement, dated July 20, 1999, between the
Registrant and Transamerica Business Credit Corporation
**10.32 Intellectual Property Security Agreement, dated July 20, 1999,
between the Registrant and Transamerica Business Credit Corporation
**10.33 Promissory Note, dated July 23, 1999, issued by the Registrant to
Transamerica Business Credit Corporation
**10.34 Master Loan and Security Agreement, dated June 18, 1998, between
the Registrant and Oxford Venture Leasing LLC
**10.35 Equipment Schedule No. 1 to Master Loan and Security Agreement
between the Registrant and Oxford Venture Leasing LLC
**10.36 Equipment Schedule No. 2 to Master Loan and Security Agreement
between the Registrant and Oxford Venture Leasing LLC
**10.37 Equipment Schedule No. 3 to Master Loan and Security Agreement
between the Registrant and Oxford Venture Leasing LLC
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------- ----------------------
<C> <S>
**10.38 Equipment Schedule No. 4 to Master Loan and Security Agreement
between the Registrant and Oxford Venture Leasing LLC
**10.39 Equipment Schedule No. 5 to Master Loan and Security Agreement
between the Registrant and Oxford Venture Leasing LLC
**10.40 Equipment Schedule No. 6 to Master Loan and Security Agreement
between the Registrant and Oxford Venture Leasing LLC
**10.41 Equipment Schedule No. 7 to Master Loan and Security Agreement
between the Registrant and Oxford Venture Leasing LLC
**10.42 Acknowledgment of Assignment of Loan, dated December 7, 1999, by
Oxford Venture Finance Leasing LLC
**10.43 Warrant to Purchase Common Stock, dated July 27, 1999, issued by
the Registrant to ARE-104 Alexander Road LLC
**10.43.1 First Amendment to Warrant to ARE-104 Alexander Road LLC
**10.44 Warrant to Purchase Common Stock, dated July 20, 1999, issued by
the Registrant to TBCC Funding Trust II
**10.45 Warrant to Purchase Common Stock, dated January 19, 2000, issued by
the Registrant to ARE-104 Alexander Road LLC, and Escrow Agreement
**10.45.1 First Amendment to Warrant to ARE-104 Alexander Road LLC
**10.46 Warrants to Intersouth Partners III, LP and Intersouth Partners IV,
LP dated February 12, 1998
**10.46.1 First Amendments to Warrants to Intersouth Partners III, LP and
Intersouth Partners IV, LP
**10.47 Warrant to Innotech Investments Limited dated February 12, 1998
**10.47.1 First Amendment to Warrant to Innotech Investments Limited
**10.48 2000 Employee, Director and Consultant Stock Option Plan
**10.49 2000 Employee Stock Purchase Plan
23.1 Consent of PricewaterhouseCoopers LLP
**23.2 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (see
Exhibit 5.1)
**24.1 Powers of Attorney
**27 Financial Data Schedule--1997 and 1998
**27.1 Financial Data Schedule--1999
</TABLE>
- ------------------
** Previously filed with the SEC.
+ Confidential Treatment requested as to certain provisions, which portions
have been omitted and filed separately with the SEC.
<PAGE>
Exhibit 5.2
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
617 542 6000
617 542 2241 fax
May 5, 2000
Paradigm Genetics, Inc.
104 Alexandria 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 (the "Commission") of a Registration
Statement on Form S-1, Registration No. 333-30758 (the "Registration
Statement"), as amended, pursuant to which the Company is registering under the
Securities Act of 1933, as amended (the "Securities Act"), up to 6,900,000
shares (the "Shares") of its common stock, $.01 par value per share (the "Common
Stock"). As used herein, the term "Shares" shall include any additional shares
of Common Stock which may be registered pursuant to any subsequent registration
statement that the Company may file with the Commission pursuant to Rule 462(b)
under the Securities Act ("Rule 462(b)") in connection with the offering
contemplated by the Registration Statement. The Shares are to be sold to a
group of underwriters (the "Underwriters") who will be parties to an
Underwriting Agreement with the Company, the form of which Agreement will be
filed as an exhibit to the Registration Statement. The 6,900,000 shares of
Common Stock covered by the Registration Statement are being sold by the Company
and include 900,000 shares subject to an over-allotment option granted to the
Underwriters by the Company. All of the shares being registered pursuant to the
Registration Statement are being registered for sale to the Underwriters. 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 Restated
Certificate of Incorporation and Amended and Restated Bylaws; the minutes of all
pertinent meetings of stockholders and directors of the Company relating to the
Registration Statement and the transactions contemplated thereby; such other
records of the corporate proceedings of the Company and certificates of the
Company's officers as we deemed relevant; and the Registration Statement and the
exhibits thereto filed with the Commission.
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.
<PAGE>
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Paradigm Genetics, Inc.
May 5, 2000
Page 2
Based upon the foregoing, and subject to the limitations set forth below,
we are of the opinion that the Shares, when issued by the Company and delivered
by the Company against payment therefor as contemplated by the Underwriting
Agreement, will be duly and validly issued, fully paid and non-assessable shares
of the Common Stock.
Our opinion is limited to the General Corporation Law 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.
We understand that you wish to file this opinion as an exhibit to the
Registration Statement, and we hereby consent thereto. We hereby further
consent to the reference to us under the caption "Legal Matters" in the
prospectus included in the Registration Statement and in any abbreviated
registration statement pursuant to Rule 462(b).
Very truly yours,
/s/ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
-------------------------------------------------------
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in this Amendment No. 6 to the Registration
Statement on Form S-1 of Paradigm Genetics, Inc. of our report dated February
17, 2000, except as to Note 12 which is as of April 24, 2000, relating to the
financial statements of Paradigm Genetics, Inc. which appear in such
Registration Statement. We also consent to the references to us under the
heading "Experts" in such Registration Statements.
/s/ PricewaterhouseCoopers LLP
Raleigh, North Carolina
May 5, 2000
