<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 10, 2000
REGISTRATION NO. 333--45588
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
--------------------------
SPECIALTY LABORATORIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
CALIFORNIA 8071 95-2961036
(Prior to reincorporation) (Primary Standard (I.R.S. Employer
Industrial Identification Number)
Classification Code Number)
DELAWARE
(After reincorporation)
(State or Other Jurisdiction
of
Incorporation or Organization)
</TABLE>
2211 MICHIGAN AVENUE
SANTA MONICA, CALIFORNIA 90404
(310) 828-6543
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------------
JAMES B. PETER, M.D., PH.D.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
SPECIALTY LABORATORIES, INC.
2211 MICHIGAN AVENUE
SANTA MONICA, CALIFORNIA 90404
(310) 828-6543
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------------
COPIES TO:
<TABLE>
<S> <C>
KENNETH R. BENDER, ESQ. MICHAEL W. BLAIR, ESQ.
ALLEN Z. SUSSMAN, ESQ. STEVEN J. SLUTZKY, ESQ.
RYAN S. HONG, ESQ. ANNE C. COCKBURN, ESQ.
SANDRA A. MILLIGAN, ESQ. DEBEVOISE & PLIMPTON LLP
LILLY S. KIM, ESQ. 875 THIRD AVENUE
BROBECK, PHLEGER & HARRISON LLP NEW YORK, NEW YORK 10022
550 S. HOPE STREET (212) 909-6000
LOS ANGELES, CALIFORNIA 90071
(213) 489-4060
</TABLE>
--------------------------
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. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please 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. / /
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED PRICE(1) REGISTRATION FEE(2)
<S> <C> <C>
Common Stock, par value $0.001 per share.................... $86,250,000 $22,770
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(o) under the Securities Act of 1933, as amended.
(2) This amount has already been paid with the initial filing of this
registration statement.
--------------------------
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.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
This Amendment No. 1 to the Form S-1 Registration Statement is being filed
for the sole purpose of filing additional exhibits.
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth an estimate of the costs and expenses, other
than the underwriting discounts and commissions, payable by the Registrant in
connection with the issuance and distribution of the common stock being
registered.
<TABLE>
<S> <C>
SEC registration fee........................................ $22,770
NASD filing fee............................................. 9,125
NASDAQ listing fee.......................................... *
Legal fees and expenses..................................... *
Accountants' fees and expenses.............................. *
Printing expenses........................................... *
Blue sky fees and expenses.................................. *
Transfer Agent and Registrar fees and expenses.............. *
Miscellaneous............................................... *
-------
Total................................................... $ *
=======
</TABLE>
------------------------
* To be completed by amendment.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Amended and Restated Certificate of Incorporation in effect
as of the date hereof (the "Certificate") provides that, except to the extent
prohibited by the Delaware General Corporation Law, as amended (the "DGCL"), the
Registrant's directors shall not be personally liable to the Registrant or its
stockholders for monetary damages for any breach of fiduciary duty as directors
of the Registrant. Under the DGCL, the directors have a fiduciary duty to the
Registrant which is not eliminated by this provision of the Certificate and, in
appropriate circumstances, equitable remedies such as injunctive or other forms
of nonmonetary relief will remain available. In addition, each director will
continue to be subject to liability under the DGCL for breach of the director's
duty of loyalty to the Registrant, for acts or omissions which are found by a
court of competent jurisdiction to be not in good faith or involving intentional
misconduct, for knowing violations of law, for actions leading to improper
personal benefit to the director, and for payment of dividends or approval of
stock repurchases or redemptions that are prohibited by the DGCL. This provision
also does not affect the directors' responsibilities under any other laws, such
as the Federal securities laws or state or Federal environmental laws. The
Registrant has applied for liability insurance for its officers and directors.
Section 145 of the DGCL empowers a corporation to indemnify its directors
and officers and to purchase insurance with respect to liability arising out of
their capacity or status as directors and officers, provided that this provision
shall not eliminate or limit the liability of a director: (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) arising under Section 174 of the DGCL, or
(iv) for any transaction from which the director derived an improper personal
benefit. The DGCL provides further that the indemnification permitted thereunder
shall not be deemed exclusive of any other rights to which the directors and
officers may be entitled under the corporation's bylaws, any agreement, a vote
of stockholders or otherwise. The Certificate
II-1
<PAGE>
eliminates the personal liability of directors to the fullest extent permitted
by Section 102(b)(7) of the DGCL and provides that the Registrant may fully
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) by reason of the fact that
such person is or was a director or officer of the Registrant, or is or was
serving at the request of the Registrant as a director or officer of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding.
At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent as to which indemnification will be
required or permitted under the Certificate. The Registrant is not aware of any
threatened litigation or proceeding that may result in a claim for such
indemnification.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
The registrant has issued the following securities since January 1, 1997:
COMMON STOCK. In April 1999, we issued 103,237 shares of our common stock
to six accredited investors at a purchase price per share of $2.67 for aggregate
cash consideration of $275,641.
OPTIONS. In 1999 we granted options to purchase an aggregate of
835,940 shares of our common stock to our directors and employees at a weighted
average exercise price of $2.67 per share. In September 2000, 117,079 of these
options were exercised.
In January 2000, we granted options to purchase an aggregate of 60,000
shares of our common stock to our employees at a weighted average exercise price
of $3.43 per share. None of these options have been exercised.
In July 2000, we granted options to purchase an aggregate of 116,000 shares
of our common stock to our employees at a weighted average exercise price of
$15.40 per share. None of these options have been exercised.
The above securities were issued by the by registrant in reliance upon
exemptions from registration pursuant either to (i) Section 4(2) of the
Securities Act of 1933, as transactions not involving any public offering, or
(ii) Rule 701 under the Securities Act of 1933. No underwriters were involved in
connection with the sales of securities referred to in this Item 15.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
--------------------- -----------
<S> <C>
1.1* Purchase Agreement.
3.1* Certificate of Incorporation to be in effect immediately
prior the closing of the initial public offering.
3.3* By-laws to be in effect immediately prior the closing of the
initial public offering.
4.1* Specimen Common Stock Certificate.
4.2 See Exhibits 3.1, 3.2, 3.3, and 3.4 for provisions of the
Certificate of Incorporation and By-laws of the Registrant
defining the rights of holders of Common Stock of the
Registrant.
5.1* Opinion of Brobeck, Phleger & Harrison LLP.
10.1** 2000 Stock Incentive Plan.
10.2** 2000 Employee Stock Purchase Plan.
</TABLE>
II-2
<PAGE>
<TABLE>
<S> <C>
10.3** Loan Agreement dated April 15, 1996 between Union Bank of
California and Registrant, as amended and restated on April
7, 1997 and as amended on January 23, 1998, February 17,
1999 and August 30, 1999.
10.4** Revolving Note dated August 30, 1999 in favor of Union Bank
of California.
10.5** Term Note dated February 17, 1999 in favor of Union Bank of
California.
10.6** Term Note dated January 23, 1998 in favor of Union Bank of
California.
10.7** Term Note dated April 7, 1997 in favor of Union Bank of
California.
10.8** Security Agreement dated April 3, 1996 between Union Bank of
California and Registrant.
10.9** Lease dated June 1996 between Howard Real Property Trust
(lessor) and Registrant (lessee) for the property located at
1752-1756 Cloverfield, Santa Monica, California.
10.10** License Agreement, undated, between Southern California
Edison Company (Licensor) and Registrant (Licensee)
regarding Santa Monica Service Center property.
10.11** Lease dated January 26, 2000 between WDI Santa Monica LLC
(Lessor) and Registrant (Lessee) for the property located at
1756 22nd Street, Santa Monica, California.
10.12** Lease dated July 17, 1993 between Oscar & Ethel Salenger
Trust (Landlord) and Registrant (Tenant) for the property
located at 2211 Michigan Avenue, Santa Monica, California.
10.13+ Agreement dated August 26, 1996, as amended on October 23,
1998 and as amended on December 31, 1999 between Triple G
Corporation and Registrant.
10.14+ Agreement dated June 6, 1992, as amended on August 25, 1997
and as amended on January 1, 1997 between Roche Molecular
Systems, Inc. and Registrant.
10.15+ Homogeneous PCR Clinical Agreement dated October 5, 1999
between Roche Molecular Systems, Inc. and Registrant.
10.16+ Services Agreement dated February 1, 1998 between VHA, Inc.
(now known as Novation) and Registrant.
10.17+ Group Purchasing Agreement effective as of July 15, 1998
between AmeriNet, Inc. and Registrant.
10.18+ Laboratory Services Agreement effective as of March 1, 1999
between Joint Purchasing Corporation and Registrant.
10.19+ Agreement dated June 7, 2000 between Managed Health Care
Associates and Registrant.
10.20+ Shared Services Health Care letter of confirmation dated
June 5, 2000.
10.21+ Sublease dated July 9, 1996, as amended on March 9, 1998
between The Rand Corporation (sublandlord) and Registrant
(subtenant).
10.22 Employment Agreement dated September 1, 2000 between James
B. Peter and Registrant.
10.23 Employment Agreement dated September 1, 2000 between Paul E.
Beyer and Registrant.
10.24 Employment Agreement dated September 1, 2000 between John W.
Littleton and Registrant.
10.25 Employment Agreement dated September 1, 2000 between Bart E.
Thielen and Registrant.
10.26 Employment Agreement dated September 1, 2000 between Thomas
E. England and Registrant.
21.1** Subsidiaries of the Registrant.
23.1* Consent of Brobeck, Phleger & Harrison LLP (included in
Exhibit 5.1).
23.2* Consent of Ernst & Young LLP, independent auditors.
24.1** Powers of Attorney.
</TABLE>
II-3
<PAGE>
<TABLE>
<S> <C>
27.1** Financial Data Schedule.
</TABLE>
------------------------
* To be filed by amendment.
** Previously filed by the Registrant with the Commission
+ Confidential treatment is requested for certain confidential portions of
this exhibit pursuant to Rule 406 under the Securities Act. In accordance
with Rule 406, these confidential positions will be omitted from this
Exhibit and filed separately with the Commission.
(b) Financial Statement Schedules
Schedules not listed above have been omitted because the information
required to be set forth therein is not applicable or is shown in the financial
statements or notes thereto.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes to provide to the Underwriters
at the closing specified in the Underwriting Agreement certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.
The undersigned Registrant hereby undertakes that:
(1) 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.
(2) 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.
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.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Santa Monica, State of
California, on this 10th day of October, 2000.
<TABLE>
<S> <C> <C>
SPECIALTY LABORATORIES, INC.
By: /s/ JAMES B. PETER
-----------------------------------------
James B. Peter, M.D., Ph.D.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<C> <S> <C>
/s/ JAMES B. PETER Chairman and Chief Executive
------------------------------------ Officer (Principal Executive October 10, 2000
James B. Peter M.D., Ph.D. Officer)
*
------------------------------------ President, Chief Operating Officer October 10, 2000
Paul F. Beyer and Director
* Vice President, Finance and
------------------------------------ Treasurer (Principal Financial October 10, 2000
Bart E. Thielen and Accounting Officer)
*
------------------------------------ Director October 10, 2000
Richard R. Belluzzo
*
------------------------------------ Director October 10, 2000
Deborah A. Estes
*
------------------------------------ Director October 10, 2000
Douglas S. Harrington, M.D.
*
------------------------------------ Director October 10, 2000
William J. Nydam
*
------------------------------------ Director October 10, 2000
Thomas R. Testman
</TABLE>
<TABLE>
<S> <C> <C> <C>
*By: /s/ JAMES B. PETER
--------------------------------------
James B. Peter, M.D., Ph.D.
ATTORNEY-IN-FACT
</TABLE>
II-5
<PAGE>
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
SPECIALTY LABORATORIES, INC.
<TABLE>
<CAPTION>
ADDITIONS
BALANCE AT CHARGED TO COSTS BALANCE AT
BEGINNING OF PERIOD AND EXPENSES DEDUCTIONS(1) END OF PERIOD
------------------- ---------------- ------------- -------------
<S> <C> <C> <C> <C>
Six months ended June 30, 2000:
(Unaudited)
Allowance for bad debts........... $4,016,938 $2,735,070 $2,199,762 $4,552,246
Year ended December 31, 1999:
Allowance for bad debts........... 1,806,559 4,307,742 2,097,363 4,016,938
Year ended December 31, 1998:
Allowance for bad debts........... 1,952,271 3,765,292 3,911,004 1,806,559
Year ended December 31, 1997:
Allowance for bad debts........... 1,353,499 2,833,667 2,234,895 1,952,271
</TABLE>
------------------------
(1) Uncollectible accounts written off net of recoveries.
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
--------------------- -----------
<S> <C>
1.1* Purchase Agreement.
3.1* Certificate of Incorporation to be in effect immediately
prior the closing of the initial public offering.
3.3* By-laws to be in effect immediately prior the closing of the
initial public offering.
4.1* Specimen Common Stock Certificate.
4.2 See Exhibits 3.1, 3.2, 3.3, and 3.4 for provisions of the
Certificate of Incorporation and By-laws of the Registrant
defining the rights of holders of Common Stock of the
Registrant.
5.1* Opinion of Brobeck, Phleger & Harrison LLP.
10.1** 2000 Stock Incentive Plan.
10.2** 2000 Employee Stock Purchase Plan.
10.3** Loan Agreement dated April 15, 1996 between Union Bank of
California and Registrant, as amended and restated on April
7, 1997 and as amended on January 23, 1998, February 17,
1999 and August 30, 1999.
10.4** Revolving Note dated August 30, 1999 in favor of Union Bank
of California.
10.5** Term Note dated February 17, 1999 in favor of Union Bank of
California.
10.6** Term Note dated January 23, 1998 in favor of Union Bank of
California.
10.7** Term Note dated April 7, 1997 in favor of Union Bank of
California.
10.8** Security Agreement dated April 3, 1996 between Union Bank of
California and Registrant.
10.9** Lease dated June 1996 between Howard Real Property Trust
(lessor) and Registrant (lessee) for the property located at
1752-1756 Cloverfield, Santa Monica, California.
10.10** License Agreement, undated, between Southern California
Edison Company (Licensor) and Registrant (Licensee)
regarding Santa Monica Service Center property.
10.11** Lease dated January 26, 2000 between WDI Santa Monica LLC
(Lessor) and Registrant (Lessee) for the property located at
1756 22nd Street, Santa Monica, California.
10.12** Lease dated July 17, 1993 between Oscar & Ethel Salenger
Trust (Landlord) and Registrant (Tenant) for the property
located at 2211 Michigan Avenue, Santa Monica, California.
10.13+ Agreement dated August 26, 1996, as amended on October 23,
1998 and as amended on December 31, 1999 between Triple G
Corporation and Registrant.
10.14+ Agreement dated June 6, 1992, as amended on August 25, 1997
and as amended on January 1, 1997 between Roche Molecular
Systems, Inc. and Registrant.
10.15+ Homogeneous PCR Clinical Agreement dated October 5, 1999
between Roche Molecular Systems, Inc. and Registrant.
10.16+ Services Agreement dated February 1, 1998 between VHA, Inc.
(now known as Novation) and Registrant.
10.17+ Group Purchasing Agreement effective as of July 15, 1998
between AmeriNet, Inc. and Registrant.
10.18+ Laboratory Services Agreement effective as of March 1, 1999
between Joint Purchasing Corporation and Registrant.
10.19+ Agreement dated June 7, 2000 between Managed Health Care
Associates and Registrant.
10.20+ Shared Services Health Care letter of confirmation dated
June 5, 2000.
10.21+ Sublease dated July 9, 1996, as amended on March 9, 1998
between The Rand Corporation (sublandlord) and Registrant
(subtenant).
</TABLE>
<PAGE>
<TABLE>
<S> <C>
10.22 Employment Agreement dated September 1, 2000 between James
B. Peter and Registrant.
10.23 Employment Agreement dated September 1, 2000 between Paul E.
Beyer and Registrant.
10.24 Employment Agreement dated September 1, 2000 between John W.
Littleton and Registrant.
10.25 Employment Agreement dated September 1, 2000 between Bart E.
Thielen and Registrant.
10.26 Employment Agreement dated September 1, 2000 between Thomas
E. England and Registrant.
21.1** Subsidiaries of the Registrant.
23.1* Consent of Brobeck, Phleger & Harrison LLP (included in
Exhibit 5.1).
23.2* Consent of Ernst & Young LLP, Independent Auditors
24.1** Powers of Attorney.
27.1** Financial Data Schedule.
</TABLE>
------------------------
* To be filed by amendment.
** Previously filed by the Registrant with the Commission
+ Confidential treatment is requested for certain confidential portions of
this exhibit pursuant to Rule 406 under the Securities Act. In accordance
with Rule 406, these confidential positions will be omitted from this
Exhibit and filed separately with the Commission.
