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As filed with the Securities and Exchange Commission on September 29, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Genomica Corporation
(Name of Issuer in its charter)
Delaware 7371 23-2821818
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification
incorporation Classification Code Number)
Number)
or organization) 1745 38th Street
Boulder, CO 80301
(720) 565-4500
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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Teresa W. Ayers
Chief Executive Officer
Genomica Corporation
1745 38th Street
Boulder, CO 80301
(720) 565-4500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies To:
James C. T. Linfield, Esq. Mark Mihanovic, Esq.
Steven E. Segal, Esq. McDermott, Will & Emery
Cooley Godward llp 2049 Century Park East
2595 Canyon Boulevard, Suite 250 Suite 3400
Boulder, CO 80302-6737 Los Angeles, CA 90067
(303) 546-4000 (310) 277-4110
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this registration statement.
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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) of the Securities Act, please check the following box
and list the Securities Act registration serial number of the earlier
effective registration statement for the same offering. [X] Registration No.
333-32472
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Proposed Proposed Maximum
Title of Each Class Maximum Offering Aggregate
of Securities Amount to be Price per Share Offerin Amount of
to be Registered Registered(1) (2) Price (2) Registration Fee
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Common Stock, $.001 par
value 506,000 $19.00 $9,614,000 $2,538.10
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(1) Includes 66,000 shares that the Underwriters have the option to purchase
to cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee.
This registration statement shall become effective upon filing with the
Commission pursuant to Rule 462(b).
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended
(the "Securities Act"), by Genomica Corporation (the "Company"), pursuant to
Rule 462(b) under the Act. This Registration Statement incorporates by
reference the contents of the Registration Statement on Form S-1 (File No.
333-32472) relating to the offering of up to 6,900,000 shares of Common Stock
of the Company.
CERTIFICATION
The Company hereby certifies to the Commission that (i) it has instructed
its bank to pay the Commission the filing fee set forth on the cover page of
this Registration Statement by a wire transfer of such amount to the
Commission's account at Mellon Bank as soon as practicable (but no later than
the close of business on September 29, 2000), (ii) it will not revoke such
instructions, (iii) it has sufficient funds in the relevant account to cover
the amount of such filing fee and (iv) it will confirm receipt of such
instructions by the bank during regular business hours on September 29, 2000.
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Signatures
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Boulder,
County of Boulder, State of Colorado, on September 29, 2000.
/s/ Daniel R. Hudspeth
By: ____________________________________
Daniel R. Hudspeth
Vice President of Finance, Chief
Financial Officer, Secretary and
Treasurer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated and on September 29, 2000.
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Signature Title
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* Chairman of the Board of
____________________________________ Directors
James L. Rathmann
* Chief Executive Officer and
____________________________________ Director (Principal
Teresa W. Ayers Executive Officer)
* President, Chief Scientist
____________________________________ and Director
Thomas G. Marr
/s/ Daniel R. Hudspeth Vice President of Finance,
____________________________________ Chief Financial Officer,
Daniel R. Hudspeth Secretary and Treasurer
(Principal Financial and
Accounting Officer)
* Director
____________________________________
Marvin H. Caruthers
* Director
____________________________________
Ralph E. Christoffersen
* Director
____________________________________
Arnold J. Levine
* Director
____________________________________
Robert T. Nelsen
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<S> <C>
*By: /s/ Daniel R. Hudspeth
____________________________________
Daniel R. Hudspeth
Attorney-in-Fact
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Exhibit Index
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Exhibit No. Description
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<C> <S>
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Arthur Andersen LLP, independent accountants.
23.2 Consent of Cooley Godward LLP (Reference is made to Exhibit 5.1).
24.1 Power of attorney incorporated by reference to Registration
Statement No. 333-32472.
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