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As filed with the Securities and Exchange Commission on January 17, 2001
REGISTRATION STATEMENT NO.
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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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HARVARD BIOSCIENCE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 04-3306140
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
84 OCTOBER HILL ROAD
HOLLISTON, MASSACHUSETTS 01746-1371
(508) 893-8066
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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HARVARD BIOSCIENCE, INC. 2000 STOCK OPTION AND INCENTIVE PLAN
HARVARD APPARATUS, INC. 1996 STOCK OPTION AND GRANT PLAN
HARVARD BIOSCIENCE, INC. EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLE OF THE PLAN)
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CHANE GRAZIANO
CHIEF EXECUTIVE OFFICER
HARVARD BIOSCIENCE, INC.
84 OCTOBER HILL ROAD
HOLLISTON, MASSACHUSETTS 01746-1371
(508) 893-8066
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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With copy to:
H. DAVID HENKEN, P.C.
GOODWIN, PROCTER & HOAR LLP
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
(617) 570-1000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================== ======================== ========================== ========================= ====================
Title of Securities Being Amounts to be Proposed Maximum Proposed Maximum Amount of
Registered Registered (1) Offering Price Per Share Aggregate Offering Price Registration Fee
(2)
------------------------------- ------------------------ -------------------------- ------------------------- --------------------
------------------------------- ------------------------ -------------------------- ------------------------- --------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 4,849,096 shares $9.815 $47,593,877 $11,899
per share
Plan Interests (3) N/A (3) N/A (3) N/A (3) N/A (3)
=============================== ======================== ========================== ========================= ====================
</TABLE>
(1) This Registration Statement also relates to such indeterminate number of
additional shares of Common Stock, par value $.01 per share, of Harvard
Bioscience, Inc. (the "Common Stock") as may be required pursuant to the
Harvard Bioscience, Inc. 2000 Stock Option and Incentive Plan, the
Harvard Bioscience, Inc. 1996 Stock Option and Grant Plan and the
Harvard Bioscience, Inc. Employee Stock Purchase Plan (the "Plans") in
the event of a stock dividend, reverse stock split, split-up,
recapitalization, forfeiture of stock under the Plans or other similar
event. In addition, pursuant to Rule 416(c) under the Securities Act of
1933, as amended (the "Securities Act"), this registration statement
also covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.
(2) This estimate is made pursuant to Rule 457(c) and (h) under the
Securities Act solely for the purposes of determining the amount of the
registration fee. The registration fee is based upon the average of the
high and low sale price for a share of Common Stock, as reported on the
Nasdaq National Market System as of a date within five business days
prior to filing this Registration Statement.
(3) In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the Harvard Bioscience, Inc.
Employee Stock Purchase Plan. In accordance with Rule 457(h)(2),
no separate fee calculation is made for plan interests.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. PLAN INFORMATION.*
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in Section 10(a)
Prospectuses is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 (the "Securities Act") and the Introductory
Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Harvard Bioscience, Inc. (the "Registrant") hereby incorporates by
reference the following documents which have previously been filed with the
Securities and Exchange Commission (the "Commission"):
(a) the Registrant's Prospectus dated December 6, 2000 as filed with
the Commission on December 7, 2000 pursuant to Rule 424(b) under
the Securities Act (the "Prospectus");
(b) all other reports filed with the Commission by the Registrant
pursuant to Section 13(a) or 15(d) of the Exchange Act since
December 7, 2000; and
(c) the description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A, dated November 8, 2000, as
filed with the Commission on November 9, 2000 pursuant to Section
12(g) of the Exchange Act and any amendments or reports filed for
the purpose of updating such description.
In addition, all documents subsequently filed with the Commission by
the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment hereto that indicates
that all securities offered hereunder have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
by reference herein shall be deemed to be modified or superseded for purposes
hereof to the extent that a statement contained herein or in any subsequently
filed document which also is incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
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Item 4. DESCRIPTION OF SECURITIES.
Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In accordance with Section 145 of the General Corporation Law of the
State of Delaware (the "DGCL"), Article VII of the Registrant's Second Amended
and Restated Certificate of Incorporation (the "Certificate") provides that no
director of the Registrant shall be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Registrant or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) in
respect of certain unlawful dividend payments or stock redemptions or
repurchases, or (iv) for any transaction from which the director derived an
improper personal benefit. In addition, the Certificate provides that if the
DGCL is amended to authorize the further elimination or limitation of the
personal liability of directors, then the liability of a director of the
Registrant shall be eliminated or limited to the fullest extent permitted by the
DGCL, as so amended.
Article V of the Registrant's Amended and Restated By-laws (the
"By-laws") provides for indemnification by the Registrant of its officers and
certain non-officer employees under certain circumstances against expenses
(including attorneys fees, judgments, fines and amounts paid in settlement)
reasonably incurred in connection with the defense or settlement of any
threatened, pending or completed legal proceeding in which any such person is
involved by reason of the fact that such person is or was an officer or an
employee of the Registrant if such person acted in good faith and in a manner he
or she reasonably believed to be in, or not opposed to, the best interests of
the Registrant, and, with respect to criminal actions or proceedings, that such
person had no reasonable cause to believe his or her conduct was unlawful. We
have also obtained directors' and officers' insurance against certain
liabilities.
The Registrant has entered into indemnification agreements with each of
its directors reflecting the foregoing provisions of its By-laws and requiring
the advancement of expenses in proceedings, if such person had no reasonable
cause to believe his or her conduct was unlawful.
Under Section 8 of the Underwriting Agreement filed as Exhibit 1.1 to
the Registrant's Registration Statement on Form S-1 (File No. 333-45996), the
Underwriters (as defined therein) have agreed to indemnify, under certain
conditions, the Registrant, its directors, certain officers and persons who
control the Registrant within the meaning of the Securities Act against certain
liabilities.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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Item 8. EXHIBITS.
The following is a complete list of exhibits filed or incorporated by
reference as part of this Registration Statement.
EXHIBIT
*3.2 Second Amended and Restated Certificate of Incorporation of Registrant.
*3.3 Amended and Restated By-laws of Registrant.
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered.
*10.1 Harvard Apparatus, Inc. 1996 Stock Option and Grant Plan.
*10.2 Harvard Bioscience, Inc. 2000 Stock Option and Incentive Plan.
*10.3 Harvard Bioscience, Inc. Employee Stock Purchase Plan.
23.1 Consent of Counsel (included in Exhibit 5.1 hereto).
23.2 Consent of KPMG LLP.
23.3 Consent of PricewaterhouseCoopers.
24.1 Powers of Attorney (included in the signature page of this Registration
Statement).
* Incorporated by reference to the relevant exhibit to the Registrant's
Registration Statement on Form S-1 (File No. 333-45996), as amended, as
filed with the Commission.
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:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
Registration Statement; and
(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) herein 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 undersigned registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement;
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(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; and
(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, 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.
(c) 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 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 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, Harvard Bioscience,
Inc. 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 Holliston, Massachusetts on January 17, 2001.
HARVARD BIOSCIENCE, INC.
By: /s/ CHANE GRAZIANO
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Chane Graziano
CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints each of Chane Graziano and James Warren
such person's true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for such person and in such person's name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as such person might or could do
in person, hereby ratifying and confirming all that any said attorney-in-fact
and agent, or any substitute or substitutes of any of them, may lawfully 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 dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ CHANE GRAZIANO Chief Executive Officer and Director January 17, 2001
------------------------------- (Principal Executive Officer)
Chane Graziano
/s/ JAMES WARREN Chief Financial Officer January 17, 2001
------------------------------- (Principal Financial Officer and
James Warren Principal Accounting Officer)
/s/ DAVID GREEN President and Director January 17, 2001
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David Green
/s/ CHRISTOPHER DICK Director January 17, 2001
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Christopher W. Dick
/s/ RICHARD KLAFFKY Director January 17, 2001
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Richard C. Klaffky, Jr.
/s/ ROBERT DISHMAN Director January 17, 2001
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Robert Dishman
/s/ JOHN KENNEDY Director January 17, 2001
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John F. Kennedy
/s/ EARL LEWIS Director January 17, 2001
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Earl R. Lewis
</TABLE>
<PAGE>
THE PLANS. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who will administer the Plans) have duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Holliston, Massachusetts, on January 17, 2001.
HARVARD BIOSCIENCE, INC.,
as administrator of the Harvard Bioscience, Inc.
2000 Stock Option and Incentive Plan
By: /s/ CHANE GRAZIANO
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Chane Graziano
Chief Executive Officer and Director
HARVARD BIOSCIENCE, INC.,
as administrator of the Harvard Apparatus, Inc.
1996 Stock Option and Grant Plan
By: /s/ CHANE GRAZIANO
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Chane Graziano
Chief Executive Officer and Director
HARVARD BIOSCIENCE, INC.,
as administrator of the Harvard Bioscience, Inc.
Employee Stock Purchase Plan
By: /s/ CHANE GRAZIANO
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Chane Graziano
Chief Executive Officer and Director
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
*3.2 Second Amended and Restated Certificate of Incorporation of
Harvard Bioscience, Inc.
*3.3 Amended and Restated By-laws of Harvard Bioscience, Inc.
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered.
*10.1 Harvard Apparatus, Inc. 1996 Stock Option and Grant Plan.
*10.2 Harvard Bioscience, Inc. 2000 Stock Option and Incentive Plan.
*10.3 Harvard Bioscience, Inc. Employee Stock Purchase Plan.
23.1 Consent of Counsel (included in Exhibit 5.1 hereto).
23.2 Consent of KPMG LLP.
23.3 Consent of PricewaterhouseCoopers.
24.1 Powers of Attorney (included in the signature page of this
Registration Statement).
* Incorporated by reference to the relevant exhibit to the
Registrant's Registration Statement on Form S-1
(File No. 333-45996), as amended, as filed with the Commission.
