<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 1, 2000
REGISTRATION NO. 333-45588
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
AMENDMENT NO. 5
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
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
</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. / /
--------------------------
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. 5 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........................................ $ 24,288
NASD filing fee............................................. 9,700
NYSE listing fee............................................ 155,607
Legal fees and expenses..................................... 650,000
Accountants' fees and expenses.............................. 350,000
Printing expenses........................................... 300,000
Blue sky fees and expenses.................................. 10,000
Transfer Agent and Registrar fees and expenses.............. 4,000
Miscellaneous............................................... 46,405
----------
Total................................................... $1,550,000
==========
</TABLE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our Amended and Restated Articles of Incorporation limit the personal
liability of our directors for monetary damages to the fullest extent permitted
by the California General Corporation Law (the "California Law"). Under the
California Law, a director's liability to a company or its shareholders may not
be limited (i) for acts or omissions that involve intentional misconduct or a
knowing and culpable violation of law, (ii) for acts or omissions that a
director believes to be contrary to the best interests of the Company or its
shareholders or that involve the absence of good faith on the part of the
director, (iii) for any transaction from which a director derived an improper
personal benefit, (iv) for acts or omissions that show a reckless disregard for
the director's duty to the Company or its shareholders in circumstances in which
the director was aware, or should have been aware, in the ordinary course of
performing a director's duties, of a risk of a serious injury to the Company or
its shareholders, (v) for acts or omissions that constitute an unexcused pattern
of inattention that amounts to an abdication of the director's duty to the
Company or its shareholders, (vi) under Section 310 of the California Law
concerning contracts or transactions between the Company and a director, or
(vii) under Section 316 of the California Law concerning directors' liability
for improper dividends, loans and guarantees. The limitation of liability does
not affect the availability of injunctions and other equitable remedies
available to the Company's shareholders for any violation by a director of the
director's fiduciary duty to the Company or its shareholders. The Company's
Amended and Restated Articles of Incorporation also include an authorization for
the Company to indemnify its "agents" (as defined in Section 317 of the
California Law) through bylaw provisions, by agreement with the agents, vote of
our shareholders or disinterested directors, or otherwise, to the fullest extent
permitted by law. Pursuant to this provision, the Company's Amended and Restated
Bylaws provide for indemnification of the Company's directors, officers and
employees. In addition, the Company may, at its discretion, provide
indemnification to persons whom the Company is not obligated to indemnify. The
Amended and Restated Bylaws also allow the Company to enter into indemnity
agreements with individual directors, officers, employees and other agents.
These indemnity agreements have been entered into with all directors and
executive officers and provide the maximum indemnification permitted by law.
These agreements, together with the Company's Amended and Restated Articles of
Incorporation and
II-1
<PAGE>
Amended and Restated Bylaws, may require the Company, among other things, to
indemnify these directors or executive officers (other than for liability
resulting from willful misconduct of a culpable nature), to advance expenses to
them as they are incurred, provided that they undertake to repay the amount
advanced if it is ultimately determined by a court that they are not entitled to
indemnification, and to obtain directors' and officers' insurance if available
on reasonable terms. Section 317 of the California Law and the Company's Amended
and Restated Bylaws make provision for the indemnification of officers,
directors and other agents in terms sufficiently broad to indemnify such
persons, under certain circumstances, for liabilities (including reimbursement
of expenses incurred) arising under the Securities Act of 1933. The Company
believes that the foregoing indemnification provisions and agreements are
necessary to attract and retain qualified persons and directors and executive
officers. The Company is not aware of any pending litigation or proceeding
involving any director, officer, employee or agent of the Company in which
indemnification will be required or permitted or that might result in a claim
for such indemnification. The Company plans to obtain directors' and officers'
liability insurance upon the completion of this offering.
The Purchase Agreement provides for indemnification by the underwriters of
Specialty and its officers and directors, and by Specialty of the underwriters,
for certain liabilities arising under the Securities Act of 1933, or otherwise.
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 227,121 shares of our common stock
to six accredited investors at a purchase price per share of $1.21 for aggregate
cash consideration of $275,641.
OPTIONS. In 1999 we granted options to purchase an aggregate of
1,839,068 shares of our common stock to our directors and employees at a
weighted average exercise price of $1.21 per share. In September 2000, 257,574
of these options were exercised.
In January 2000, we granted options to purchase an aggregate of 132,000
shares of our common stock to our employees at a weighted average exercise price
of $1.56 per share. None of these options have been exercised.
In July 2000, we granted options to purchase an aggregate of 255,200 shares
of our common stock to our employees at a weighted average exercise price of
$7.00 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
--------------------- -----------
<C> <S>
1.1 Form of Purchase Agreement.
3.1** Articles of Incorporation.
3.2** Form of By-laws.
4.1 Specimen Common Stock Certificate.
4.2 See Exhibits 3.1 and 3.2 for provisions of the Articles 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.
</TABLE>
II-2
<PAGE>
<TABLE>
<C> <S>
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.
10.13A+** 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.
10.16A+** 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.
10.18A+** Laboratory Services Agreement effective as of March 1, 1999
between Joint Purchasing Corporation and Registrant.
10.19A+** 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.
10.21A** Sublease dated July 9, 1996, as amended on March 9, 1998
between The Rand Corporation (sublandlord) and Registrant
(subtenant) for the property located at 1620 20th Street,
Santa Monica, California.
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.
10.27A** Employment Agreement dated October 12, 2000 between Frank J.
Spina and Registrant.
10.28+** Purchase and License Agreement dated June 19, 2000 between
Sequenom, Inc. and Registrant.
10.29A+** Letter Agreement dated April 14, 2000 between Third Wave
Technologies, Inc. and Registrant.
</TABLE>
II-3
<PAGE>
<TABLE>
<C> <S>
10.30A+** Collaborative Research, Development and License Agreement
dated May 9, 2000 between Epoch Biosciences, Inc. (formerly
known as Epoch Pharmacueticals, Inc.) and Registrant.
10.31A+** License Agreement dated March 15, 2000 between Gen-Probe
Incorporated and Registrant.
10.32A+** Laboratory Services Agreement dated October 15, 1999 between
Unilab Corporation 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.
24.2** Power of Attorney.
27.1** Financial Data Schedule.
</TABLE>
------------------------
** 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 portions 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 Purchase 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 Amendment No. 5 to the 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 29th day of November, 2000.
<TABLE>
<S> <C> <C>
SPECIALTY LABORATORIES, INC.
By: /s/ PAUL F. BEYER
-----------------------------------------
Paul F. Beyer
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 4 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>
* Chairman and Chief Executive
------------------------------------ Officer (Principal Executive November 29, 2000
James B. Peter, M.D., Ph.D. Officer)
/s/ PAUL F. BEYER
------------------------------------ President, Chief Operating Officer November 29, 2000
Paul F. Beyer and Director
* Chief Financial Officer (Principal
------------------------------------ Financial and Accounting November 29, 2000
Frank Spina Officer)
*
------------------------------------ Director November 29, 2000
Richard R. Belluzzo
*
------------------------------------ Director November 29, 2000
Deborah A. Estes
*
------------------------------------ Director November 29, 2000
Douglas S. Harrington, M.D.
*
------------------------------------ Director November 29, 2000
William J. Nydam
*
------------------------------------ Director November 29, 2000
Thomas R. Testman
</TABLE>
<TABLE>
<S> <C> <C> <C>
*By: /s/ PAUL F. BEYER
--------------------------------------
Paul F. Beyer
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>
Nine months ended September 30,
2000: (Unaudited)
Allowance for bad debts........... $4,016,938 $2,906,040 $3,430,768 $3,492,210
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
--------------------- -----------
<C> <S>
1.1 Form of Purchase Agreement.
3.1** Articles of Incorporation.
3.2** Form of By-laws.
4.1 Specimen Common Stock Certificate.
4.2 See Exhibits 3.1 and 3.2 for provisions of the Articles 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.
10.13A+** 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.
10.16A+** 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.
10.18A+** Laboratory Services Agreement effective as of March 1, 1999
between Joint Purchasing Corporation and Registrant.
10.19A+** 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.
</TABLE>
<PAGE>
<TABLE>
<C> <S>
10.21A** Sublease dated July 9, 1996, as amended on March 9, 1998
between The Rand Corporation (sublandlord) and Registrant
(subtenant) for the property located at 1620 20th Street,
Santa Monica, California.
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.
10.27A** Employment Agreement dated October 12, 2000 between Frank J.
Spina and Registrant.
10.28+** Purchase and License Agreement dated June 19, 2000 between
Sequenom, Inc. and Registrant.
10.29A+** Letter Agreement dated April 14, 2000 between Third Wave
Technologies, Inc. and Registrant.
10.30A+** Collaborative Research, Development and License Agreement
dated May 9, 2000 between Epoch Biosciences, Inc. (formerly
known as Epoch Pharmacueticals, Inc.) and Registrant.
10.31A+** License Agreement dated March 15, 2000 between Gen-Probe
Incorporated and Registrant.
10.32A+** Laboratory Services Agreement dated October 15, 1999 between
Unilab Corporation 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.
24.2** Power of Attorney.
27.1** Financial Data Schedule.
</TABLE>
------------------------
** 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.
