<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 15, 2000
REGISTRATION NO. 333-31680
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 5
TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CELLOMICS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 8731 25-1763831
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
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635 WILLIAM PITT WAY
PITTSBURGH, PENNSYLVANIA 15238
(412) 826-3600
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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D. LANSING TAYLOR, PH.D.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
635 WILLIAM PITT WAY
PITTSBURGH, PENNSYLVANIA 15238
(412) 826-3600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
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WILLIAM R. NEWLIN RODD M. SCHREIBER
LEWIS U. DAVIS, JR. SKADDEN, ARPS, SLATE, MEAGHER & FLOM (ILLINOIS)
RONALD W. SCHULER 333 WEST WACKER DRIVE
BUCHANAN INGERSOLL PROFESSIONAL CORPORATION SUITE 2100
ONE OXFORD CENTRE CHICAGO, ILLINOIS 60606
301 GRANT STREET
PITTSBURGH, PENNSYLVANIA 15219
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THIS 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, 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
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 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. [ ]
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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 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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The sole purpose of this filing is to file Exhibit 1.1, an additional part
of Exhibit 3.1(b) and Exhibits 5.1, 10.24, and 10.26. This amendment does not
make any changes to the prospectus which is part of this Registration Statement.
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PART II
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth all expenses, other than underwriting
discounts and commissions, payable by the Registrant in connection with the sale
of the common stock being registered. All amounts are estimated except the
Securities and Exchange Commission registration fee and the NASD filing fee.
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Registration fee............................................ $ 31,000
NASD filing fee............................................. 10,500
Nasdaq National Market listing fee.......................... 90,000
Printing and engraving expenses............................. 250,000
Legal fees and expenses..................................... 350,000
Accounting fees and expenses................................ 315,000
Transfer Agent and registrar fees........................... 10,000
Premium for directors and officers insurance................ 185,000
Miscellaneous............................................... 8,500
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Total.................................................. $1,250,000
==========
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ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our Amended and Restated Certificate of Incorporation, when filed, will
require us to indemnify our directors and officers against liabilities they may
incur in these capacities, including liabilities under the Securities Act, to
the maximum extent permitted by Section 145 of the Delaware General Corporation
Law.
Our bylaws, when effective, will require that we indemnify each of our
directors and officers for the judgments, fines and amounts paid in settlement,
and the expenses reasonably incurred, in connection with any type of threatened,
pending or completed action, suit or proceeding, whether or not bought by us or
on our behalf. We must also advance all expenses incurred once we have received
a commitment from the indemnified person to repay the amount if they should lose
the action. We may, and have, purchased and maintained insurance on behalf of
our directors and officers to the extent permitted by Delaware law.
Our Amended and Restated Certificate of Incorporation, when filed, will
provide that our directors shall not be personally liable either to us or to any
stockholder for monetary damages for breach of fiduciary duty as a director,
except (i) for any breach of the director's duty of loyalty to us or our
stockholders, or (ii) for acts or omissions which are not in good faith or which
involve intentional misconduct or knowing violation of the law, or (iii) for any
matter in respect of which such director shall be liable under Section 174 of
Title 8 of the Delaware General Corporation Law or any amendment thereto or
successor provision thereto, or (iv) for any transaction from which the director
shall have derived an improper personal benefit.
Reference is also made to Section of the underwriting agreement
contained in Exhibit 1.1 hereto, indemnifying our officers and directors against
certain liabilities.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
Unless otherwise indicated, the information in Item 15 assumes a 3.19-for-1
stock split of our common stock. Since March 1, 1997, the Company has made sales
of the following unregistered securities:
Common Stock. (i) On January 21, 1998, in connection with the sale of
Series A preferred stock as described below (see "Preferred Stock," (i)), the
Company sold 81,536 shares of common stock to an existing stockholder pursuant
to anti-dilution rights held by such stockholder in accordance with its previous
investment. No underwriters were involved and no commission was paid. The shares
were sold in reliance on the exemption from registration contained in Section
4(2) of the Securities Act for transactions not involving a public offering.
(ii) On January 15, 1999, in connection with the sale of Series A preferred
stock as described below (see "Preferred Stock," (ii)), the Company sold 96,048
shares of common stock to an existing stockholder
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pursuant to anti-dilution rights held by such stockholder in accordance with its
previous investment. No underwriters were involved and no commission was paid.
The shares were sold in reliance on the exemption from registration contained in
Section 4(2) of the Securities Act for transactions not involving a public
offering.
(iii) On July 3, 2000, the Company sold 488,887 shares of our common stock
to Beckman Coulter for aggregate proceeds to Cellomics of $4.8 million. On
October 25, 2000, and in connection with the July 3, 2000 agreement, we sold an
additional 168,148 shares of our common stock to Beckman Coulter for aggregate
proceeds to Cellomics of $960,922. The shares were sold in reliance on the
exemption from registration contained in Section 4(2) of the Securities Act for
transactions not involving a public offering.
Options. (i) From March 1, 1997 to the present, the Company has granted
employee stock options to purchase a total of 1,587,127 shares of common stock
to 107 employees, directors and consultants of the Company at an exercise prices
ranging from $.18 to $2.35 per share, respectively which represents a discount
from fair market value. The grants of such options were exempt from registration
pursuant to Rule 701 of the Securities Act.
Warrants. (i) On June 18, 1997, in connection with the issuance of
convertible notes as described below (see "Convertible Notes," (i)), the Company
issued a warrant to one entity with certain concomitant rights to purchase
shares of preferred stock of the Company for the exercise price of $25,000. On
January 8, 1998, this warrant was canceled and replaced with a warrant dated
January 21, 1998 to purchase 4,448 shares of preferred stock of the Company as
described in (iv) below. No underwriters were involved and no commission was
paid. The warrants were issued in reliance on the exemption from registration
contained in Section 4(2) of the Securities Act for transactions not involving a
public offering.
(ii) On August 1, 1997, in connection with the issuance of convertible
notes as described below (see "Convertible Notes," (ii)), the Company issued a
warrant to one entity for the purchase of 53,381 shares of Series A preferred
stock of the Company at an exercise price of $8.43 per share of preferred stock
(or the equivalent of warrants to purchase 170,285 shares of our common stock
which will be issued upon the conversion of shares of our Series A preferred
stock at an exercise price of $2.64 per share of common stock). On January 16,
1998, this warrant was canceled and replaced with the warrant issued on January
21, 1998 to purchase 53,381 shares of preferred stock of the Company as
described in (v) below. No underwriters were involved and no commission was
paid. The warrants were issued in reliance on the exemption from registration
contained in Section 4(2) of the Securities Act for transactions not involving a
public offering.
(iii) On January 21, 1998, in connection with the sale of Series A
preferred stock as described below (see "Preferred Stock," (i)), the Company
issued warrants to seven persons or entities for the purchase of 567,616 shares
of common stock of the Company at an exercise price of $2.07 per share. The
warrants were issued with the shares of Series A preferred stock for an
aggregate purchase price of $5,532,839. The Company also issued warrants to
purchase 283,808 shares of common stock to two persons or entities with an
exercise price of $1.76 per share, as compensation for financial and advisory
services performed in connection with the transaction. The warrants were issued
in reliance on the exemption from registration contained in Section 4(2) of the
Securities Act for transactions not involving a public offering.
(iv) On January 21, 1998, in connection with the issuance of convertible
notes as described below (see "Convertible Notes," (i)), the Company issued a
warrant to one entity for the purchase of 4,448 shares of Series A preferred
stock of the Company at an exercise price of $5.62 per share of preferred stock
(or the equivalent of warrants to purchase 14,189 shares of our common stock
which will be issued upon the conversion of shares of our Series A preferred
stock at an exercise price of $1.76 per share of common stock). The warrants
were issued in reliance on the exemption from registration contained in Section
4(2) of the Securities Act for transactions not involving a public offering.
(v) On January 21, 1998, in connection with the issuance of convertible
notes as described below (see "Convertible Notes," (ii)), the Company issued a
warrant to one entity for the purchase of 53,381 shares of Series A preferred
stock of the Company at an exercise price of $8.43 per share of preferred stock
(or the
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equivalent of warrants to purchase 170,285 shares of our common stock which will
be issued upon the conversion of shares of our Series A preferred stock at an
exercise price of $2.64 per share of common stock). The warrants were issued in
reliance on the exemption from registration contained in Section 4(2) of the
Securities Act for transactions not involving a public offering.
(vi) On June 30, 1999, the Company issued a warrant for the purchase of
103,675 shares of common stock at an exercise price of $2.07 per share to one
financial institution as partial consideration for the issuance of a $1.5
million senior term loan to the Company. The warrants were issued in reliance on
the exemption from registration contained in Section 4(2) of the Securities Act
for transactions not involving a public offering.
(vii) On August 30, 1999, October 4, 1999 and December 14, 1999, the
Company issued warrants for the purchase of 1,369, 1,206 and 1,072 shares of
common stock at an exercise price of $2.07 per share, to one financial
institution as partial consideration for extending a $3 million equipment
financing line of credit to the Company. No underwriters were involved and no
commission was paid. The warrants were issued in reliance on the exemption from
registration contained in Section 4(2) of the Securities Act for transactions
not involving a public offering.
(viii) On February 23, 2000, the Company issued warrants to purchase
261,581 shares of common stock with an exercise price of $3.78 per share to
eight persons or entities in connection with the sale of convertible demand
notes as described below (see "Convertible Notes" (iii)). No underwriters were
involved and no commission was paid. The warrants were issued in reliance on the
exemption from registration contained in Section 4(2) of the Securities Act for
transactions not involving a public offering.
(ix) On February 23, 2000, in connection with the issuance of convertible
notes as described below (see "Convertible Notes" (iii)), the Company issued
warrants to purchase 17,845 shares of common stock with an exercise price of
$3.78 per share to two persons or entities pursuant to pre-emptive rights held
by such persons or entities. No underwriters were involved and no commission was
paid. The warrants were issued in reliance on the exemption from registration
contained in Section 4(2) of the Securities Act for transactions not involving a
public offering.
Convertible Notes: (i) On June 18, 1997, the Company issued to one entity a
convertible note for $50,000. No underwriters were involved and no commission
was paid. The note was issued in reliance on the exemption from registration
contained in Section 4(2) of the Securities Act for transactions not involving a
public offering.
(ii) On August 1, 1997, the Company issued to one entity a convertible note
for $450,000. No underwriters were involved and no commission was paid. The note
was issued in reliance on the exemption from registration contained in Section
4(2) of the Securities Act for transactions not involving a public offering.
(iii) On November 30, 1999, the Company issued to eight persons or entities
$1.8 million of convertible demand notes. No underwriters were involved and no
commission was paid. The notes were issued in reliance on the exemption from
registration contained in Section 4(2) of the Securities Act for transactions
not involving a public offering.
Preferred Stock: (i) On January 21, 1998, the Company sold 1,069,130 shares
of Series A preferred stock (or the equivalent of 3,410,526 shares of our common
stock which will be issued upon the conversion of the shares of our Series A
preferred stock) to eight persons or entities, along with the warrants described
above (see "Warrants" (iii)) for an aggregate purchase price of $5,532,839. As
noted above in "Warrants," the Company also issued 283,808 warrants to purchase
common stock to two entities or persons, with an exercise price of $1.76 per
share as compensation for financial and advisory services performed in
connection with the transaction. In addition, two entities converted $500,000 of
notes plus accrued interest of $19,550 into 92,447 shares of Series A preferred
stock (or the equivalent of 294,906 shares of our common stock which will be
issued upon the conversion of the shares of our Series A preferred stock). The
shares were issued in reliance on the exemption from registration contained in
Section 4(2) of the Securities Act for transactions not involving a public
offering, and in accordance with Regulation D.
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(ii) On January 15, 1999, eight entities purchased 889,680 shares of Series
A preferred stock (or the equivalent of 2,838,079 shares of our common stock
which will be issued upon the conversion of the shares of our Series A preferred
stock) for an aggregate purchase price of $5,000,000. No underwriters were
involved and no commission was paid. The notes were issued in reliance on the
exemption from registration contained in Section 4(2) of the Securities Act for
transactions not involving a public offering, and in accordance with Regulation
D.
(iii) On February 23, 2000, 12 persons or entities purchased 541,082 shares
of Series B preferred stock (or the equivalent of 1,726,052 shares of our common
stock which will be issued upon the conversion of the shares of our Series B
preferred stock) from the Company for an aggregate purchase price of $6,530,863.
In addition, $1.8 million of convertible demand notes, issued to eight persons
or entities on November 30, 1999 as described above (see "Convertible Notes,"
(iii) above)), plus accrued interest of $41,863, were converted into 152,593
shares of Series B preferred stock (or the equivalent of 486,772 shares of our
common stock which will be issued upon the conversion of the shares of our
Series B preferred stock). No underwriters were involved and no commission was
paid. The shares were sold in reliance on the exemption from registration
contained in Section 4(2) of the Securities Act for transactions not involving a
public offering, and in accordance with Regulation D.
(iv) On September 27, 2000 and October 2, 2000, 14 qualified institutional
buyers (as such term is defined in Rule 144A under the Securities Act) and one
large institutional accredited investor purchased 1,645,639 shares of Series C
preferred stock (or the equivalent of 5,999,588 shares of our common stock which
will be issued upon the conversion of the shares of our Series C preferred
stock) from the Company for an aggregate purchase price of approximately
$30,000,000 before deducting commissions of approximately $1,865,000. The shares
were sold in reliance on the exemption from registration contained in Section
4(2) of the Securities Act for transactions not including a public offering, and
in accordance with Regulation D. Prudential Vector Healthcare, a unit of
Prudential Securities Incorporated, acted as placement agent for the offering.
All sales of common stock made pursuant to the exercise of stock options
were made in reliance on Rule 701 under the Securities Act or Section 4(2) of
the Securities Act. All other sales were made in reliance on Section 4(2) of the
Securities Act and/or Regulation D promulgated under the Securities Act. These
sales were made, without general solicitation or advertising, to investors who
were sophisticated, who had access to all relevant information necessary to
evaluate the investment and who represented to the registrant that they were
acquiring the securities for investment and appropriate legends were affixed to
the share certificates in such transactions.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENTS
(a) Exhibits
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EXHIBIT NO. DESCRIPTION OF EXHIBIT
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1.1 Form of Underwriting Agreement
3.1(a ) Amended and Restated Certificate of Incorporation of
Cellomics*
3.1(b ) Amended and Restated Certificate of Incorporation of
Cellomics, as amended, being replaced by Exhibit 3.1(a)
above upon the consummation of Cellomics' initial public
offering of its common stock (including form of certificate
of amendment)
3.2(a ) Bylaws of Cellomics*
3.2(b ) Bylaws of Cellomics being replaced by Exhibit 3.2(a) above
upon the consummation of Cellomics' initial public offering
of its common stock*
4.1 Loan and Security Agreement with Transamerica Business
Credit Corporation, including warrant, dated June 30, 1999*
</TABLE>
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EXHIBIT NO. DESCRIPTION OF EXHIBIT
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4.2 Master Loan and Security Agreement with Oxford Venture
Finance, LLC, including warrant, dated July 21, 1999*
4.3 Series A Preferred Stock and Warrant Purchase Agreement by
and among certain purchasers listed and Cellomics, Inc.,
dated January 21, 1998*
4.4 Series B Preferred Stock Purchase Agreement by and among
certain purchasers listed and Cellomics, Inc., dated
February 23, 2000*
4.5 Form of Stock Certificate for shares of Common Stock*
5.1 Opinion of Buchanan Ingersoll Professional Corporation
10.1 Lease Agreement with University of Pittsburgh, dated July 1,
1996, for lease of office and laboratory space*
10.2 Form of Proprietary Information and Property Agreement*
10.3 License and Supply Agreement with Molecular Probes, Inc.
("MPI"), dated April 5, 1999 (the "MPI Agreement")*
10.4 Employment Agreement between Biological Detection, Inc. and
D. Lansing Taylor, dated October 1, 1998*
10.5 Employment Offer Letter for R. Terry Dunlay, dated February
2, 1999*
10.6 Employment Offer Letter for L. Robert Johnston, dated
October 15, 1998*
10.7 Employment Offer Letter for Michael A. Nemzek, dated
November 9, 1998*
10.8 Employment Offer Letter for Alan W. Seadler, dated October
12, 1998*
10.9 Form of Key Employee Non-Compete Agreement*
10.10 Development, Manufacturing and Supply Agreement with Carl
Zeiss Jena GmbH, dated February 3, 2000*
10.11 Award/Contract issued by the Office of Naval Research, dated
September 14, 1998*
10.12 Alliance Agreement with ACLARA BioSciences, Inc., dated
October 26, 1999*
10.13 Subcontract with University of Pittsburgh, dated May 5,
1998*
10.14 Patent License Agreement with Public Health Service (NIH),
dated September 26, 1997*
10.15 Sales and Marketing Agreement with Carl Zeiss Jena GmbH,
dated February 21, 2000*
10.16 Cellomics, Inc. 2000 Stock Plan*
10.17 License and Supply Agreement Amendment, made as of April 5,
2000, by and between MPI and Cellomics amending the MPI
Agreement*
10.18 Common Stock Purchase Agreement by and between Beckman
Coulter, Inc. and Cellomics, Inc., dated as of June 9, 2000
(the "Beckman Stock Purchase Agreement")*
10.19 Strategic Relationship Agreement by and between Cellomics,
Inc. and Beckman Coulter, Inc. as amended by Amendment No.
1, dated October 19, 2000, and Amendment No. 2, dated
October 18, 2000*
10.20 Series C Preferred Stock Purchase Agreement by and among the
Purchasers listed on Exhibit A thereto and Cellomics, Inc.,
dated as of September 27, 2000*
10.21 First Amendment to the Beckman Stock Purchase Agreement,
dated as of October 25, 2000*
10.22 Notice of Sale, dated October 2, 2000, under the Beckman
Stock Purchase Agreement*
10.23 Amendment to the ACLARA Agreement, dated August 7, 2000*
10.24 Cellomics, Inc. Employee Stock Purchase Plan
10.25 Cellomics, Inc. Stock Plan*
10.26 Form of Stockholders Lock-up Agreement
21.1 List of subsidiaries of Cellomics*
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EXHIBIT NO. DESCRIPTION OF EXHIBIT
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23.1 Consent of PricewaterhouseCoopers LLP*
23.2 Consent of Buchanan Ingersoll Professional Corporation
(contained in the opinion filed as Exhibit 5.1 to the
Registration Statement)
24 Powers of Attorney of certain officers and directors of
Cellomics*
24.1 Power of Attorney of Barclay Phillips*
27 Financial Data Schedule*
27.1 Financial Data Schedule (Restated)*
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* Previously filed.
(b) Financial Statement Schedules
The following financial statement schedule is filed herewith: Schedule
II--Valuation and Qualifying Accounts.
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ITEM 17. UNDERTAKINGS
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.
The undersigned registrant hereby undertakes that:
(i) 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.
(ii) 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.
The undersigned registrant hereby undertakes to provide to the underwriter
at the closing specified in the underwriting agreements, certificates in such
denominations and registered in such names as required by the underwriter to
permit prompt delivery to each purchaser.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company has duly caused Amendment No. 5 to this Registration Statement on Form
S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Pittsburgh, Commonwealth of Pennsylvania, on the 15th day of
December, 2000.
CELLOMICS, INC.
By: *
------------------------------------
D. Lansing Taylor, Ph.D.
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
Amendment No. 5 to this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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* President and Chief Executive December 15, 2000
--------------------------------------------- Officer and Director (Principal
D. Lansing Taylor, Ph.D. Executive Officer)
/s/ L. ROBERT JOHNSTON, JR. Executive Vice President and Chief December 15, 2000
--------------------------------------------- Financial Officer (Principal
L. Robert Johnston, Jr. Financial and Accounting
Officer)
* Chairman of the Board of Directors December 15, 2000
---------------------------------------------
John M. Boles
* Director December 15, 2000
---------------------------------------------
Alan Mendelson
* Director December 15, 2000
---------------------------------------------
James A. Sharp
* Director December 15, 2000
---------------------------------------------
Arnold Oronsky, Ph.D.
* Director December 15, 2000
---------------------------------------------
Barclay Phillips
* /s/ L. ROBERT JOHNSTON, JR.
------------------------------------------
L. Robert Johnston, Jr., Attorney-in-fact
Dated: December 15, 2000
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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1.1 Form of Underwriting Agreement
3.1(a ) Amended and Restated Certificate of Incorporation of
Cellomics*
3.1(b ) Amended and Restated Certificate of Incorporation of
Cellomics as amended, being replaced by Exhibit 3.1(a) above
upon the consummation of Cellomics' initial public offering
of its common stock (including form of certificate of
amendment)
3.2(a ) Bylaws of Cellomics*
3.2(b ) Bylaws of Cellomics being replaced by Exhibit 3.2(a) above
upon the consummation of Cellomics' initial public offering
of its common stock*
4.1 Loan and Security Agreement with Transamerica Business
Credit Corporation, including warrant, dated June 30, 1999*
4.2 Master Loan and Security Agreement with Oxford Venture
Finance, LLC, including warrant, dated July 21, 1999*
4.3 Series A Preferred Stock and Warrant Purchase Agreement by
and among certain purchasers listed and Cellomics, Inc.,
dated January 21, 1998*
4.4 Series B Preferred Stock Purchase Agreement by and among
certain purchasers listed and Cellomics, Inc., dated
February 23, 2000*
4.5 Form of Stock Certificate for shares of Common Stock*
5.1 Opinion of Buchanan Ingersoll Professional Corporation
10.1 Lease Agreement with University of Pittsburgh, dated July 1,
1996, for lease of office and laboratory space*
10.2 Form of Proprietary Information and Property Agreement*
10.3 License and Supply Agreement with Molecular Probes, Inc.
("MPI"), dated April 5, 1999 (the "MPI Agreement")+*
10.4 Employment Agreement between Biological Detection, Inc. and
D. Lansing Taylor, dated October 1, 1998*
10.5 Employment Offer Letter for R. Terry Dunlay, dated February
2, 1999*
10.6 Employment Offer Letter for L. Robert Johnston, dated
October 15, 1998*
10.7 Employment Offer Letter for Michael A. Nemzek, dated
November 9, 1998*
10.8 Employment Offer Letter for Alan W. Seadler, dated October
12, 1998*
10.9 Form of Key Employee Non-Compete Agreement*
10.10 Development, Manufacturing and Supply Agreement with Carl
Zeiss Jena GmbH, dated February 3, 2000+*
10.11 Award/Contract issued by the Office of Naval Research, dated
September 14, 1998*
10.12 Alliance Agreement with ACLARA BioSciences, Inc., dated
October 26, 1999 (the "ACLARA Agreement")+*
10.13 Subcontract with University of Pittsburgh, dated May 5,
1998*
10.14 Patent License Agreement with Public Health Service (NIH),
dated September 26, 1997*
10.15 Sales and Marketing Agreement with Carl Zeiss Jena GmbH,
dated February 21, 2000+*
10.16 Cellomics, Inc. 2000 Stock Plan*
10.17 License and Supply Agreement Amendment, made as of April 5,
2000, by and between MPI and Cellomics amending the MPI
Agreement+*
10.18 Common Stock Purchase Agreement by and between Beckman
Coulter, Inc. and Cellomics, Inc., dated as of June 9, 2000
(the "Beckman Stock Purchase Agreement")*
10.19 Strategic Relationship Agreement by and between Cellomics,
Inc. and Beckman Coulter, Inc. as amended by Amendment No.
1, dated October 9, 2000, and Amendment No. 2, dated October
18, 2000+*
10.20 Series C Preferred Stock Purchase Agreement by and among the
Purchasers listed on Exhibit A thereto and Cellomics, Inc.,
dated as of September 27, 2000*
10.21 First Amendment to the Beckman Stock Purchase Agreement,
dated as of October 25, 2000*
10.22 Notice of Sale, dated October 2, 2000, under the Beckman
Stock Purchase Agreement*
10.23 Amendment to the ACLARA Agreement, dated August 7, 2000+*
10.24 Cellomics, Inc. Employee Stock Purchase Plan
10.25 Cellomics, Inc. Stock Plan*
10.26 Form of Stockholders Lock-up Agreement
21.1 List of subsidiaries of Cellomics*
23.1 Consent of PricewaterhouseCoopers LLP*
</TABLE>
<PAGE> 12
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
<S> <C>
23.2 Consent of Buchanan Ingersoll Professional Corporation
(contained in the opinion filed as Exhibit 5.1 to the
Registration Statement)
24 Powers of Attorney of certain officers and directors of
Cellomics*
24.1 Power of Attorney of Barclay Phillips*
27 Financial Data Schedule*
27.1 Financial Data Schedule (Restated)*
</TABLE>
---------------
* Previously filed.
+ Portions of this exhibit have been omitted pursuant to a request for
confidential treatment.
