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As filed with the Securities and Exchange Commission on September 22, 2000
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ARGONAUT TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 8731 94-3216714
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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887 INDUSTRIAL ROAD, SUITE G
SAN CARLOS, CA 94070
(650) 598-1350
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
1995 INCENTIVE STOCK PLAN
2000 INCENTIVE STOCK PLAN
2000 EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLE OF THE PLANS)
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DAVID P. BINKLEY, PH.D.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ARGONAUT TECHNOLOGIES, INC.
887 INDUSTRIAL ROAD, SUITE G
SAN CARLOS, CA 94070
(650) 598-1350
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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Copies to:
MICHAEL J. O'DONNELL, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(650) 493-9300
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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.
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. [X]
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CALCULATION OF REGISTRATION FEE
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PROPOSED
MAXIMUM PROPOSED
AMOUNT OFFERING MAXIMUM
TITLE OF EACH CLASS OF SECURITIES TO TO BE PRICE AGGREGATE AMOUNT OF
BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
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1995 Incentive Stock Plan
Common Stock, $0.0001 par value
(currently outstanding options)(1) ........... 1,499,852 $1.93 $2,894,714.36 $764.00
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1995 Incentive Stock Plan
Common Stock, $0.0001 par value
(options available for future grant)(2) 623,295 $18.345 $11,434,346.78 $3,019.00
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TOTAL 1995 INCENTIVE STOCK PLAN SHARES
REGISTERED 2,123,147
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2000 Incentive Stock Plan
Common Stock, $0.0001 par value
(currently outstanding options)(3) ........... 11,880 $20.13 $239,144.40 $63.00
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2000 Incentive Stock Plan
Common Stock, $0.0001 par value
(options available for future grant)(2) 1,748,120 $18.345 $32,069,261.40 $8,466.00
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TOTAL 2000 INCENTIVE STOCK PLAN SHARES
REGISTERED 1,760,000
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2000 Employee Stock Purchase Plan
Common Stock, $0.0001 par value(4)............ 176,000 $15.5933 $2,744,412.00 $725.00
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TOTAL REGISTRATION FEES $13,037.00
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(1) The Proposed Maximum Offering Price Per Share has been estimated in
accordance with Rule 457(h) under the Securities Act of 1933 solely for the
purpose of calculating the registration fee. The computation is based upon
the weighted average exercise price per share of $1.93 as to 1,499,852
outstanding but unexercised options to purchase Common Stock under the 1995
Incentive Stock Plan (the "Currently Outstanding Options").
(2) The Proposed Maximum Offering Price Per Share has been estimated in
accordance with Rule 457(h) under the Securities Act of 1933 as to the
remaining 2,371,415 shares of Common Stock authorized for issuance pursuant
to the 1995 Incentive Stock Plan and the 2000 Incentive Stock Plan solely
for the purpose of calculating the registration fee. No options have been
granted with respect to such shares. The computation is based upon the
average of the high and low price of the Common Stock as reported on the
Nasdaq National Market on September 13, 2000 because the price at which the
options to be granted in the future may be exercised is not currently
determinable.
(3) The Proposed Maximum Offering Price Per Share has been estimated in
accordance with Rule 457(h) under the Securities Act of 1933 solely for the
purpose of calculating the registration fee. The computation is based upon
the weighted average exercise price per share of $20.13 as to 11,880
outstanding but unexercised options to purchase Common Stock under the 2000
Incentive Stock Plan (the "Currently Outstanding Options").
(4) The Proposed Maximum Offering Price Per Share has been estimated in
accordance with Rule 457(h) under the Securities Act of 1933 solely for the
purpose of calculating the registration fee. The computation is based upon
85% (see explanation in following sentence) of the average of the high and
low price of the Common Stock as reported on the Nasdaq National Market on
September 13, 2000 because the price at which the options to be granted in
the future may be exercised is not currently determinable. Pursuant to the
Employee Stock Purchase Plan, which plan is incorporated by reference
herein, the Purchase Price of a share of Common Stock shall mean an amount
equal to 85% of the Fair Market Value of a share of Common Stock on the
Enrollment Date or the Exercise Date, whichever is lower.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INFORMATION INCORPORATED BY REFERENCE.
The following documents and information previously filed with the
Securities and Exchange Commission are hereby incorporated by reference:
(a) The Registrant's Registration Statement on Form S-1 (File No.
333-35782) as amended (the "Registration Statement"), filed pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
Registrant's initial public offering of its Common Stock and the Registrant's
Form 10-Q (File No. 000-31019), filed pursuant to Section 12 of the Exchange
Act, on August 29, 2000, and any further amendment or report filed hereafter
for the purpose of updating any such description.
(b) The description of the Common Stock of the Registrant that is
contained in the Registration Statement on Form 8-A filed pursuant to Section 12
of the Exchange Act on July 14, 2000.
(c) All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the
filing of this Registration Statement and 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 the Registration Statement and to be part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Michael J. O'Donnell of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, the Secretary of the Registrant. Wilson Sonsini Goodrich & Rosati,
Professional Corporation is corporate counsel to the Registrant. An individual
member and an investment partnership composed of persons associated with Wilson
Sonsini Goodrich & Rosati, Professional Corporation beneficially own an
aggregate of 3,385 shares of the Registrant's common stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant has adopted provisions in its Certificate of Incorporation
that eliminate the personal liability of its directors and officers for monetary
damages arising from a breach of their fiduciary duties in certain circumstances
to the fullest extent permitted by law and authorizes the Registrant to
indemnify its directors and officers to the fullest extent permitted by law.
Such limitation of liability does not affect the availability of equitable
remedies such as injunctive relief or rescission.
The Registrant's Bylaws provide that the Registrant shall indemnify its
directors and officers to the fullest extent permitted by the General
Corporation Law of Delaware, including circumstances in which indemnification is
otherwise discretionary under Delaware law. Section 145 of the General
Corporation Law of Delaware provides for the indemnification of officers,
directors and other corporate agents in terms sufficiently broad to indemnify
such persons, under certain circumstances, for certain liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1933.
The Registrant has entered into indemnification agreements to such effect
with its officers and directors containing provisions which are in some respects
broader than the specific indemnification
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provisions contained in the General Corporation Law of Delaware. The
indemnification agreements may require the Company, among other things, to
indemnify such officers and directors against certain liabilities that may arise
by reason of their status or service as directors or officers (other than
liabilities arising from willful misconduct of a culpable nature) and to advance
their expenses incurred as a result of any proceeding against them as to which
they could be indemnified.
Reference is also made to Section 9 of the Underwriting Agreement for the
Registrant's initial public offering, which provides for the indemnification of
officers, directors and controlling persons of the Registrant against certain
liabilities.
The Registrant maintains directors' and officers' liability insurance that
includes coverage for securities matters.
See also the undertakings set out in response to Item 9.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibits listed on the accompanying Index to Exhibits are filed as part
hereof, or incorporated by reference into, this Registration Statement. (See
Exhibit Index below).
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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 an initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or 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
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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.
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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 the City of San Carlos, State of California on September 22,
2000.
ARGONAUT TECHNOLOGIES, INC.
By: /s/ DAVID P. BINKLEY
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David P. Binkley, PH.D.
President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David P. Binkley, jointly and severally,
his or her attorney-in-fact, each with the power of substitution, for him or her
in any and all capacities, to sign any amendments to this Registration Statement
on Form S-8, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorney-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
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SIGNATURE TITLE DATE
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/s/ DAVID P. BINKLEY President and Chief Executive September 22, 2000
--------------------------------- Officer (Principal Executive
David P. Binkley, PH.D. Officer)
/s/ JOHN T. SUPAN Vice President, Finance and September 22, 2000
--------------------------------- Chief Financial Officer
John T. Supan (Principal Financial and
Accounting Officer)
/s/ BROOK BYERS Director September 22, 2000
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Brook Byers
/s/ SAMUEL D. COLELLA Director September 22, 2000
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Samuel D. Colella
/s/ HINGGE HSU Director September 22, 2000
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Hingge Hsu, M.D.
/s/ BRIAN METCALF Director September 22, 2000
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Brian Metcalf, PH.D.
/s/ WILLIAM RASTETTER Director September 22, 2000
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William Rastetter, PH.D.
/s/ JAMES SCHLATER Director September 22, 2000
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James Schlater
/s/ DAVID P. BINKLEY Attorney-In-Fact September 22, 2000
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David P. Binkley, PH.D.
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* The employee benefit plans being registered pursuant to this Registration
Statement are subject to administration by the Board of Directors of the
Registrant.
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INDEX TO EXHIBITS
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SEQUENTIALLY
EXHIBIT NUMBER EXHIBIT DOCUMENT NUMBERED PAGE
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3.1 Amended and Restated Certificate of Incorporation of Registrant
(incorporated by reference to Exhibit 3.2 of to Registrant's
registration statement on Form S-1, File No. 333-35782 (the
"Form S-1"))
3.2 Bylaws of Registrant (incorporated by reference to Exhibit 3.4
of the Form S-1)
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, as to the legality of securities being registered
10.1 1995 Incentive Stock Plan (incorporated by reference to
Exhibit 10.27 of the Form S-1)
10.2 2000 Incentive Stock Plan (incorporated by reference to
Exhibit 10.29 of the Form S-1)
10.3 2000 Employee Stock Purchase Plan
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (contained in Exhibit 5.1 hereto)
24.1 Power of Attorney (see page II-5)
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