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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ORASURE TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 36-4370966
(STATE OF INCORPORATION) (IRS EMPLOYER IDENTIFICATION NO.)
8505 S.W. Creekside Place
Beaverton, Oregon 97008
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
ORASURE TECHNOLOGIES, INC. STOCK PURCHASE PLAN
(FULL TITLE OF THE PLAN)
Robert D. Thompson
Chief Executive Officer
OraSure Technologies, Inc.
8505 S.W. Creekside Place
Beaverton, Oregon 97008
Telephone (503) 641-6115
(NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
TITLE OF AMOUNT TO BE OFFERING PRICE PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED PER SHARE AGGREGATE REGISTRATION FEE
REGISTERED OFFERING PRICE
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<S> <C> <C> <C> <C>
Common Stock, par 440,997 shares (1) $4,237,755(1) $1,119.00
value $.000001 (1)
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</TABLE>
(1) Includes rights under the OraSure Technologies, Inc. Stock Purchase Plan.
Pursuant to Rule 457(h), the proposed maximum aggregate offering price and
the registration fee have been computed for 6,249 shares based on the
exercise price of $3.96 per share, for 50,162 shares based on the exercise
price of $2.736 per share, and for the remaining 384,586 shares based on the
average of the high and low sales prices, $10.59, reported for shares of
OraSure Technologies, Inc. Common Stock, $.000001 par value (the "Common
Stock"), on the Nasdaq National Market on October 20, 2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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Amendment No. 5 to the Registration Statement on Form S-4 (Registration
No. 333-39210) (the "Form S-4"), including the description of the registrant's
capital stock contained in the prospectus included in the Form S-4, and the
Current Report on Form 8-K dated September 29, 2000, as filed by the registrant
with the Securities and Exchange Commission, are incorporated by reference in
this registration statement.
The registrant is the successor to Epitope, Inc., under Rule 12g-3(a) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Epitope
was previously subject to the reporting requirements of the Exchange Act. The
following documents as filed by Epitope are also incorporated by reference:
(a) Epitope's Annual Report on Form 10-K for the fiscal year ended
September 30, 1999;
(b) Epitope's Quarterly Reports on Form 10-Q for the fiscal quarters ended
December 31, 1999, March 31, 2000, and June 30, 2000; and
(c) Epitope's Current Reports on Form 8-K dated October 1, 1999, May 6,
2000, and September 29, 2000.
In addition, all documents filed by the registrant subsequent to the date
of filing 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 into this registration statement and to be a part hereof from the date
of filing of such documents.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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None.
Item 6. Indemnification of Directors and Officers.
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Delaware law authorizes a corporation to limit or eliminate the personal
liability of its directors for monetary damages for breach of a director's
fiduciary duty of care. Delaware law further enables corporations to limit
available relief to equitable remedies such as injunction or rescission. Absent
the limitations authorized by Delaware law, directors are accountable for
monetary damages for conduct constituting gross negligence in the exercise of
their duty of care. The registrant's Certificate of Incorporation limits the
liability of its directors to the fullest extent permitted by Delaware law.
Accordingly, the registrant's directors will not be personally liable to the
registrant or its stockholders for monetary damages for breach of a fiduciary
duty as a director, except for liability for breach of the duty of loyalty, for
acts or omissions not in good faith or that involve intentional misconduct or a
knowing violation of law, for unlawful payments of dividends or unlawful stock
repurchases or redemptions as provided in Section 174 of the General Corporation
Law of the State of Delaware or for any transaction in which a director has
derived an improper personal benefit.
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The registrant's bylaws require it to indemnify to the fullest extent
permitted by Delaware law any person who is a party or is threatened to be made
a party to any action, suit or proceeding by reason of the fact that such person
is or was a director, officer, employee or agent of the registrant, or is
serving as a director, officer, employee or agent of another enterprise at the
registrant's request. Indemnification is not, however, permitted under the
bylaws unless the person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the registrant's best interests
and, with respect to any criminal action or proceeding, that such person had no
reasonable cause to believe such person's conduct was unlawful. The bylaws
further provide that the registrant shall not indemnify any person for any
liabilities or expenses incurred by such person in connection with an action,
suit or proceeding by or in the right of the registrant in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to
the registrant, unless and only to the extent that the court in which the
action, suit or proceeding is brought determines that the person is entitled to
indemnity for such expenses. The indemnification provided by the bylaws is not
exclusive of any other rights to which those seeking indemnification may be
otherwise entitled.
The registrant has entered into indemnification agreements with each of
its directors and officers. The indemnification agreements provide that the
registrant will indemnify the directors and officers against all liabilities and
expenses actually and reasonably incurred in connection with any action, suit or
proceeding (including an action by or in the right of the registrant) to which
any of them is, was or at any time becomes a party, or is threatened to be made
a party, by reason of their status as a director or officer of the registrant,
or by reason of their serving or having served at the request or on behalf of
the registrant as a director, officer, trustee or in any other comparable
position of any other enterprise to the fullest extent allowed by law. No
indemnity will be provided under the indemnification agreements for any amounts
for which indemnity is provided by any other indemnification obligation or
insurance maintained by the registrant or otherwise. Indemnity will not be
available to any director or officer on account of conduct which is finally
adjudged by a court to have been knowingly fraudulent, deliberately dishonest or
willful misconduct, if a final court adjudication determines that such
indemnification is not lawful, or in respect of any suit in which judgment is
rendered against any director or officer for an accounting of profits made from
a purchase or sale of securities of the registrant in violation of Section 16(b)
of the Exchange Act or of any similar law, or on account of any remuneration
paid to any director or officer which is adjudicated to have been paid in
violation of law.
The registrant has also obtained director's and officer's liability
insurance.
Item 7. Exemption from Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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The Index to Exhibits listing the exhibits required by Item 601 of
Regulation S-K immediately follows the signature page of this Registration
Statement.
Item 9. Undertakings.
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(a) The 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:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 ("Securities Act");
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(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference 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 that 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, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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 the initial bona fide offering
thereof.
(h) 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 in Item 6 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. The
undertaking of the registrant in the preceding sentence does not apply to
insurance against liability arising under the Securities Act.
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SIGNATURES
The Registrant.
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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 Beaverton, state of Oregon, on the 25th day of
October, 2000.
OraSure Technologies, Inc.
(Registrant)
By /s/ Charles E. Bergeron
Charles E. Bergeron
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated as of the 25th day of October, 2000.
Signature Title
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(1) Principal Executive Officer
* Robert D. Thompson Chief Executive Officer and Director
(2) Principal Financial Officer
/s/ Charles E. Bergeron
Charles E. Bergeron Vice President and Chief Financial
Officer
(3) Principal Accounting Officer
/s/ Theodore R. Gwin
Theodore R. Gwin Controller
(4) A majority of the Board of Directors
* ROGER L. PRINGLE Director
* FRANK G. HAUSMANN, JR. Director
* MICHAEL G. BOLTON Director
* WILLIAM W. CROUSE Director
* MICHAEL J. GAUSLING Director
* By /s/ Charles E. Bergeron
Charles E. Bergeron
Attorney-in-fact
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INDEX TO EXHIBITS
4.1 Certificate of Incorporation of the registrant. Incorporated by reference
to Exhibit 3.1 to the registrant's Registration Statement on Form S-4
(File No. 333-39210) ("Form S-4").
4.1.1 Certificate of Amendment to Certificate of Incorporation dated May 23,
2000. Incorporated by reference to Exhibit 3.1.1 to Form S-4.
4.2 Bylaws of the registrant. Incorporated by reference to Exhibit 3.2 to
Form S-4.
4.3 Rights Agreement dated as of May 6, 2000, between the registrant and
ChaseMellon Shareholder Services, L.L.C., as Rights Agent. Incorporated by
reference to Exhibit 4.2 to Form S-4.
5 Opinion of Miller Nash LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Miller Nash LLP. Included in Exhibit 5.
24 Power of attorney of certain officers and directors.
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Other exhibits listed in Item 601 to Regulation S-K are not applicable.
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