<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 16, 1999
REGISTRATION NO 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
--------
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
CARESIDE, INC.
--------------
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 23-2863507
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Identification
Organization) Number)
6100 BRISTOL PARKWAY
CULVER CITY, CA 90230
(Address of principal executive offices)
1996 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN
1996 KEY EXECUTIVE STOCK OPTION PLAN
1998 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN
1998 DIRECTOR STOCK OPTION PLAN
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
JAMES R. KOCH, CHIEF FINANCIAL OFFICER
6100 BRISTOL PARKWAY
CULVER CITY, CA 90230
(Name and address of agent for service)
(310) 338-6767
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO REGISTERED (1) OFFERING PRICE OFFERING REGISTRATION
BE REGISTERED PER SHARE (3) PRICE (3) FEE
<S> <C> <C> <C> <C>
Common Stock 2,000 shares $5.000 $ 10,000 $2.78
222,618 shares $5.200 $1,157,614 $321.82
1,000 shares $5.560 $ 5,560 $1.55
4,000 shares $5.625 $ 22,500 $6.26
45,674 shares $5.720 $ 261,255 $72.63
45,000 shares $5.875 $ 264,375 $73.50
2,000 hares $6.750 $ 13,500 $3.75
116,757 shares $6.760 $ 789,277 $219.42
11,538 shares $7.280 $83.997 $23.35
7,212 shares $7.440 $ 53,657 $14.92
14,815 shares $7.500 $ 111,112 $30.89
1,202 shares $8.080 $ 9,712 $2.70
859,238 shares (2) $1,328.70
Total 1,333,054 shares $2,102.27
</TABLE>
(1) Pursuant to Rule 416(b), there shall also be deemed covered hereby such
additional securities as may result from anti-dilution adjustments under
the 1996 Incentive and Non-Qualified Stock Option Plan, 1996 Key Executive
Stock Option Plan, 1998 Incentive and Non-qualified Stock Option Plan, 1998
Director Stock Option Plan and Employee Stock Purchase Plan (collectively,
the "Plans").
(2) Includes 82,300 shares that may be issued in the future under the 1996
Incentive and Stock Option Plan, 565,000 shares that may be issued in the
future under the 1998 Incentive and Non-Qualified Stock Option Plan, 60,000
shares that may be issued in the future under the 1998 Director Stock
Option Plan and 150,000 shares that may be issued in the future under the
Employee Stock Purchase Plan.
(3) Pursuant to Rule 457(h), estimated solely for the purpose of calculating
the registration fee on the basis of (i) option exercise prices as listed
above with respect to outstanding options to purchase 473,816 shares, and
(ii) the average of the high and low prices per share of the Registrant's
Common Stock on the American Stock Exchange on December 9, 1999 with
respect to the remaining aggregate of 859,238 shares subject to future
grant under the Plans.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by Careside, Inc. (the
"Registrant" or the "Company") with the Securities and Exchange Commission (the
"Commission") are incorporated by reference into this Registration Statement:
1. The Company's prospectus dated June 16, 1999 filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended.
2. The description of the Company's common stock, $.01 par value
per share, contained in the registration statement on Form 8-A
of the Company (Commission File No. 001-15051) filed under the
Securities and Exchange Act of 1934, as amended (the "Exchange
Act") on May 28, 1999.
3. The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999 filed pursuant to the Exchange Act on August
13, 1999 (Commission File No. 001-15051).
4. The Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999 filed pursuant to the Exchange Act on
November 12, 1999 (Commission File No. 001-15051).
All documents filed subsequent to the date of this Registration
Statement pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered 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 a part hereof from the date of the filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated herein by reference 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 modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our amended and Restated Certificate of Incorporation (the "Charter")
provides that we shall indemnify and advance expenses to the fullest extent
permitted by Section 145 of the Delaware General Corporation Law ("DGCL"), as
amended from time to time, to each person who is or was one of our directors or
officers and the heirs, executors and administrators of such a person. Any
expenses, including attorneys' fees, incurred by a person who is or was one of
our directors or officers, and the heirs, executors and administrators of such a
person in connection with defending any such proceeding in advance of its final
disposition shall be paid by us; provided, however, that if the DGCL requires,
an advancement of expenses incurred by an indemnitee in his capacity as a
director or officer, and not in any other capacity in which service was or is
rendered by such indemnitee, including, without limitation, service to an
employee benefit plan, shall be made only upon delivery to us of an undertaking
by or on behalf of such indemnitee, to repay all amounts so advanced, if it
shall ultimately be determined that such indemnitee is not entitled to be
indemnified for such expenses. Notwithstanding the aforementioned
indemnification provisions, we may, at the discretion of our Chief Executive
Officer, enter into indemnification agreements with directors or officers.
Section 145 of the DGCL provides that a corporation has the power to
indemnify any director or officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, other than an action by or in the right of the corporation, by
reason of the fact that such director or officer or former director or officer
is or was a director, officer, employee or agent of the corporation, against
expenses, including attorneys' fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by them in connection with such
action, suit or proceeding, if such person shall have acted in good faith and in
a manner reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding,
provided that such person had no reasonable cause to believe his or her conduct
was unlawful, except that, if such action shall be in the right of the
corporation, no such indemnification shall be provided as to any claim, issue or
matter as to which such person shall have been judged to have been liable to the
corporation unless and to the extent that the Court of Chancery of the State of
Delaware, or any court in which such suit or action was brought, shall determine
upon application that, in view of all of the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses as such
court shall deem proper.
The Charter contains a provision to limit the personal liability of our
directors to the fullest extent permitted by Section 102(b)(7) of the DGCL, as
amended. In addition, the Amended and Restated By-Laws provide that we shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, other than an action by us or
in our right, by
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reason of the fact that he is or was one of our directors, officers, employees
or agents, or is or was serving at our request as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to our best interests, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful.
As permitted by the DGCL, the Charter provides that, subject to certain
limited exceptions, none of our directors shall be liable to us or our
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (1) for any breach of the director's duty of loyalty to us
or our stockholders, (2) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (3) for the
unlawful payment of dividends on or redemption or repurchase of our capital
stock or (4) for any transaction from which the director derived an improper
personal benefit. The effect of this provision is to limit our ability and our
stockholders' ability through stockholder derivative suits on our behalf, to
recover monetary damages against a director for the breach of certain fiduciary
duties as a director, including breaches resulting from grossly negligent
conduct. In addition, the Charter and Amended and Restated By-Laws provide that
we shall, to the fullest extent permitted by the DGCL, indemnify all of our
directors and officers and that we may, to the extent permitted by the DGCL,
indemnify our employees and agents.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description
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4.1 Amended and Restated Certificate of Incorporation of Careside,
Inc. (incorporated by reference to Exhibit 3.1 filed with
Careside, Inc.'s Quarterly Report on Form 10-Q for the Quarter
ended June 30, 1999 (Commission File No. 001-15051))
4.2 Amended and Restated By-Laws of Careside, Inc. (incorporated by
reference to Exhibit No. 3.3 filed with Careside, Inc.'s
Quarterly Report on Form 10-Q for the quarter ended June 30,
1999 (Commission File No. 001-15051))
4.3 Specimen Stock Certificate (incorporated by reference to Exhibit
No. 4.1 filed with Careside, Inc.'s Registration Statement on
Form S-1 (Commission File No. 333-69207))
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4.4 1996 Incentive and Non-Qualified Stock Option Plan, as amended
and restated (incorporated by reference to Exhibit No. 10.11
file with Careside, Inc.'s Registration Statement on Form S-1
(Commission File No. 333-69207))
4.5 1998 Key Executive Stock Option Plan, as amended and restated
(incorporated by reference to Exhibit No. 10.12 filed with
Careside, Inc.'s Registration Statement on Form S-1 (Commission
File No. 333- 69207))
4.6 1998 Incentive and Non-Qualified Stock Option Plan (incorporated
by reference to Exhibit No. 10.13 file with Careside, Inc.'s
Registration Statement on Form S-1 (Commission File No. 333-
69207))
4.7 1998 Director Stock Option Plan (incorporated by reference to
Exhibit No. 10.14 filed with Careside, Inc.'s Registration
Statement on Form S-1 (Commission File No. 333-69207))
4.8 Employee Stock Purchase Plan (incorporated by reference to
Exhibit No. 10.31 filed with Careside, Inc.'s Registration
Statement on Form S-1 (Commission File No. 333-69207))
5 Opinion of Pepper Hamilton LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Pepper Hamilton LLP (included in Exhibit 5)
24 Power of Attorney (see Signature Pages)
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes as follows:
(1) To file, during any period in which offers or sales are being made
pursuant to this Registration Statement, 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 this registration statement (or the most recent
post-effective amendment thereof) which, individually or in aggregate, represent
a fundamental change in the information set forth in this registration
statement. Notwithstanding the foregoing, any increase or decrease in the volume
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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 and 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 percent 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 this registration statement or any
material change to such information in this registration statement;
provided, however, that paragraphs (i) and (ii) above do not apply if and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the 1934 Act
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.
The undersigned registrant hereby also 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 15(d) of the 1934 Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the 1934 Act) 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.
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 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.
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<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
4.1 Amended and Restated Certificate of Incorporation of
Careside, Inc. (incorporated by reference to Exhibit 3.1
filed with Careside, Inc.'s Quarterly Report on Form
10-Q for the Quarter ended June 30, 1999 (Commission
File No. 001-15051))
4.2 Amended and Restated By-Laws of Careside, Inc.
(incorporated by reference to Exhibit No. 3.3 filed with
Careside, Inc.'s Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999 (Commission File No.
001-15051)
4.3 Specimen Stock Certificate (incorporated by reference to
Exhibit No. 4.1 filed with Careside, Inc.'s Registration
Statement on Form S-1 (Commission File No. 333-69207))
4.4 1996 Incentive and Non-Qualified Stock Option Plan, as
amended and restated (incorporated by reference to
Exhibit No. 10.11 file with Careside, Inc.'s
Registration Statement on Form S-1 (Commission File No.
333-69207))
4.5 1998 Key Executive Stock Option Plan, as amended and
restated (incorporated by reference to Exhibit No. 10.12
filed with Careside, Inc.'s Registration Statement on
Form S-1 (Commission File No. 333- 69207))
4.6 1998 Incentive and Non-Qualified Stock Option Plan
(incorporated by reference to Exhibit No. 10.13 file
with Careside, Inc.'s Registration Statement on Form S-1
(Commission File No. 333- 69207))
4.7 1998 Director Stock Option Plan (incorporated by
reference to Exhibit No. 10.14 filed with Careside,
Inc.'s Registration Statement on Form S-1 (Commission
File No. 333-69207))
4.8 Employee Stock Purchase Plan (incorporated by reference
to Exhibit No. 10.31 filed with Careside, Inc.'s
Registration Statement on Form S-1 (Commission File No.
333-69207))
5 Opinion of Pepper Hamilton LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Pepper Hamilton LLP (included in Exhibit 5)
24 Power of Attorney (see Signature Pages)
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<PAGE>
SIGNATURES
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 Culver City, California on December 15, 1999.
CARESIDE, INC.
By: /s/ James R. Koch
---------------------
James R. Koch
Executive Vice President, Chief Finance
Financial Officer and Treasurer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints James R. Koch and W. Vickery Stoughton,
and each or any of them, his true and lawful attorney-in-fact and agents, with
full power of substitution and resubstitution for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, or any registration
statement for the same offering that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act of 1933, as amended, 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 and about the premises,
as fully to all intents and purposes as he 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 substitutes, may lawfully do or cause to be done by virtue
thereof.
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<PAGE>
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>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ W. VICKERY STOUGHTON Chairman of the Board of December 15, 1999
- -------------------------------- Directors, Chief Executive
W. VICKERY STOUGHTON Officer and Director
(principal executive officer)
/s/ THOMAS H. GROVE Executive Vice President - December 8, 1999
- -------------------------------- Research and Development
THOMAS H. GROVE and Director
/s/ JAMES R. KOCH Chief Financial Officer, December 8, 1999
- -------------------------------- Treasurer, Executive Vice
JAMES R. KOCH President and Director
(principal financial and
accounting officer)
/s/ ANTHONY P. BRENNER Director December 15, 1999
- --------------------------------
ANTHONY P. BRENNER
/s/ WILLIAM F. FLATLEY Director December 15, 1999
- --------------------------------
WILLIAM F. FLATLEY
/s/ KENNETH N. KERMES Director December 8, 1999
- --------------------------------
KENNETH N. KERMES
/s/ C. ALAN MACDONALD Director December 10, 1999
- --------------------------------
C. ALAN MACDONALD
/s/ DIANA MACKIE Director December 8, 1999
- --------------------------------
DIANA MACKIE
/s/ PHILIP B. SMITH Director December 10, 1999
- --------------------------------
PHILIP B. SMITH
</TABLE>
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<PAGE>
Exhibit 5
December 16, 1999
Careside, Inc.
6100 Bristol Parkway
Culver City, CA 90250
Re: Registration Statement on Form S-8
----------------------------------
Gentlemen:
Reference is made to a Registration Statement on Form S-8 of Careside, Inc.
(the "Company") which is being filed with the Securities and Exchange Commission
on the date hereof (the "Registration Statement"). Capitalized terms not
otherwise defined herein shall have the meanings ascribed to them in the
Registration Statement.
The Registration Statement covers 1,333,054 shares of the Company's common
stock, $.01 per value per share (the "Shares"), which may be purchased by
employees of the Company under the Employee Stock Purchase Plan or issued by the
Company upon exercise of options granted or available for grant under the
following plans of Company:
. 1996 Incentive and Non-Qualified Stock Option Plan
. 1996 Key Executive Stock Option Plan
. 1998 Incentive and Non-Qualified Stock Option Plan
. 1998 Director Stock Option Plan
(collectively the "Stock Option Plans").
As counsel for the Company, we have examined the Registration Statement,
including the exhibits thereto, the Company's Amended and Restated Certificate
of Incorporation, the Company's Amended and Restated By-laws, the Plans and such
other documents as we have deemed appropriate. In the foregoing examination, we
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the authenticity of all documents
submitted to us as copies of originals.
Based upon the foregoing, we are of the opinion that the Shares, when
issued and paid for in accordance with the terms of, and, if issued under the
Stock Option Plans, upon exercise of the options granted under the Stock Option
Plans, will be validly issued and outstanding as fully paid and non-assessable
shares.
<PAGE>
Our opinion expressed above is limited to the federal laws of the United
States and the law of the State of Delaware.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving this consent, we do not hereby 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 thereunder.
Very truly yours,
PEPPER HAMILTON LLP
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 Registration Statement of our report dated January
20, 1999 (except for the recapitalization discussed in Note 2 as to which the
date is June 15, 1999) included in Careside, Inc.'s prospectus dated June 16,
1999, and to all references to our Firm included in this Registration Statement.
Arthur Andersen LLP
December 16, 1999
