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As filed with the Securities and Exchange Commission on September 12, 1995
Registration No. 33-
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
QUIDEL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
10165 MCKELLAR COURT
SAN DIEGO, CALIFORNIA 92121
(Address of principal executive offices)
DELAWARE 94-2573850
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1983 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
_____________________
STEVEN T. FRANKEL
PRESIDENT AND
CHIEF EXECUTIVE OFFICER
10165 MCKEILAR COURT
SAN DIEGO, CALIFORNIA 92121
(619) 552-1100
(Name, address, and telephone number,
including area code, of agent for service)
______________________
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF AMOUNT OFFERING AGGREGATE AMOUNT OF
SECURITIES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) SHARE(2) PRICE(2) FEE
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, $.001
PAR VALUE 100,000 SHARES $5.50 $550,000 $189.66
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(1) There is also being registered hereunder such additional undetermined
number of shares of Common Stock that may be issued from time to time
as a result of the anti-dilution provisions of the Plan.
(2) Estimated solely for purposes of determining the registration fee
pursuant to Rule 457(h) and based on the average of the high and low
prices of the Common Stock of Quidel Corporation as reported on
September 6, 1995 on The Nasdaq National Market.
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INTRODUCTION
This Registration Statement on Form S-8 is filed by Quidel
Corporation, a Delaware corporation (the "Company") relating to an additional
100,000 shares of the Company's Common Stock, $.001 par value, issuable under
the Company's 1983 Employee Stock Purchase Plan, and consists of only those
items required by General Instruction E to Form S-8.
PART II
INCORPORATION OF PREVIOUSLY FILED REGISTRATION STATEMENT
The contents of the Registration Statement on Form S-8,
Registration No. 33-33562, previously filed with the Securities and Exchange
Commission on February 16, 1990 by the Company under the name Monoclonal
Antibodies, Inc., are incorporated herein by reference and made a part hereof.
ITEM 8. EXHIBITS.
Exhibit No. Description
----------- -----------
4.1 Certificate of Incorporation of the Company, as amended
(incorporated by reference from Exhibit 3.1 of the Company's
Current Report on Form 8-K dated February 26, 1991)
4.2 Certificate of Designations of the Series B Preferred Stock of
the Company (incorporated by reference from Exhibit 4.1 of the
Company's Current Report on Form 8-K dated January 5, 1995)
4.3 Amended and Restated Bylaws of the Company (incorporated by
reference from Exhibit 3.2 of the Company's Current Report on
Form 8-K dated June 16, 1995)
5 Opinion of Gibson, Dunn & Crutcher as to the legality of the
securities being registered
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of Gibson, Dunn & Crutcher (contained in Exhibit 5
hereto)
24 Power of Attorney (contained on signature page hereof)
ITEM 9. UNDERTAKINGS.
Pursuant to General Instruction E to Form S-8, the following
additional undertakings are included in this Registration Statement as
information required in the new registration statement that is not in the
earlier registration statement:
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(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 of 1933, as amended;
(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 with or furnished to
the Commission by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, as amended, 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) Insofar as indemnification for liabilities arising
under the Securities Act of 1933, as amended, 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company 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 Diego, State of California, on September 6,
1995.
QUIDEL CORPORATION
By: /s/ STEVEN T. FRANKEL
---------------------------------
Steven T. Frankel
President and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints STEVEN T. FRANKEL and STEVEN C. BURKE his or her true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him or her and in his or her 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 other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, each acting alone, with full powers and authority to do and perform
each and every act and thing requisite and necessary to be done in and about
the premises, as full to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming that all said attorneys-in-fact
and agents, each acting alone, or his substitute or substitutes, 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 indicated as of September 6, 1995.
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<CAPTION>
NAME TITLE
---- -----
<S> <C>
/s/ RICHARD C.E. MORGAN Chairman of the Board
-----------------------------------
Richard C.E. Morgan
/s/ STEVEN T. FRANKEL President and Chief Executive Officer
----------------------------------- (Principal Executive Officer)
Steven T. Frankel and Director
/s/ STEVEN C. BURKE Vice President-Finance and Administration
----------------------------------- (Principal Financial and Accounting Officer)
Steven C. Burke
/s/ JOHN D. DIEKMAN, Ph.D Director
-----------------------------------
John D. Diekman, Ph.D.
</TABLE>
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<TABLE>
<S> <C>
/s/ THOMAS A. GLAZE Director
-----------------------------------
Thomas A. Glaze
/s/ MARY LAKE POLAN, M.D., PH.D. Director
-----------------------------------
Mary Lake Polan, M.D., Ph.D.
Director
-----------------------------------
Faye Wattleton
/s/ ROGER F. GREAVES Director
-----------------------------------
Roger F. Greaves
/s/ ROCKELL N. HANKIN Director
-----------------------------------
Rockell N. Hankin
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INDEX TO EXHIBITS
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<CAPTION>
Exhibit No. Description
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<S> <C>
4.1 Certificate of Incorporation of the Company, as amended
(incorporated by reference from Exhibit 3.1 of the Company's
Current Report on Form 8-K dated February 26, 1991)
4.2 Certificate of Designations of the Series B Preferred Stock of
the Company (incorporated by reference from Exhibit 4.1 of the
Company's Current Report on Form 8-K dated January 5, 1995)
4.3 Amended and Restated Bylaws of the Company (incorporated by
reference from Exhibit 3.2 of the Company's Current Report on
Form 8-K dated June 16, 1995)
5 Opinion of Gibson, Dunn & Crutcher as to the legality of the
securities being registered
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of Gibson, Dunn & Crutcher (contained in Exhibit 5
hereto)
24 Power of Attorney (contained on signature page hereof)
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Exhibit 5
[Gibson, Dunn & Crutcher Letterhead]
September 12, 1995
Quidel Corporation
10165 McKellar Court
San Diego, California 92121
Re: Registration Statement on Form S-8 of 100,000 Shares
of Common Stock
Ladies and Gentlemen:
We have acted as your counsel in the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission to register 100,000 shares of
common stock, $.001 par value per share (the "Common Stock") of Quidel
Corporation, a Delaware corporation (the "Company"), to be sold pursuant to the
Company's 1983 Employee Stock Purchase Plan (the "Plan").
For purposes of rendering this opinion, we have made such
legal and factual examinations as we have deemed necessary under the
circumstances and, as part of such examinations, we have examined, among other
things, originals and copies, certified or otherwise, identified to our
satisfaction, of such documents, corporate records and other instruments as we
have deemed necessary or appropriate. For the purposes of such examinations,
we have assumed the genuineness of all signatures on original documents and the
conformity to original documents of all copies submitted to us.
On the basis of and in reliance upon the foregoing
examinations and assumptions, we are of the opinion that, assuming the
Registration Statement shall have become effective pursuant to the provisions
of the Securities Act of 1933, as amended, the shares of Common Stock being
offered under the Plan, when issued in accordance with the Registration
Statement and the provisions of the Plan, will be validly issued, fully paid an
nonassessable.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
/s/ Gibson, Dunn & Crutcher
GIBSON, DUNN & CRUTCHER
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Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement (Form S-8) and related prospectus pertaining to the
Quidel Corporation 1983 Employee Stock Purchase Plan of our report dated
May 12, 1995, with respect to the consolidated financial statements of Quidel
Corporation incorporated by reference in its Annual Report (Form 10-K) for the
year ended March 31, 1995, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
San Diego, California
September 11, 1995
