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As filed with the Securities and Exchange Commission on August 20, 1996
Registration No. 333-________
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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)
DELAWARE 94-2573850
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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10165 MCKELLAR COURT
SAN DIEGO, CALIFORNIA 92121
(619) 552-1100
(Address, including zip code, and telephone number,
including area code, of Registrant's Principal Executive Offices)
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1996 NON-EMPLOYEE DIRECTORS
STOCK OPTION PLAN
(Full Title of Plan)
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STEVEN T. FRANKEL
PRESIDENT AND CHIEF EXECUTIVE OFFICER
QUIDEL CORPORATION
10165 MCKEILAR COURT
SAN DIEGO, CALIFORNIA 92121
(619) 552-1100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE 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 400,000 SHARES $4.375 $1,750,000 $603.45
===========================================================================================================
</TABLE>
(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 the purpose of calculating the registration fee
pursuant to Rules 457(h) and 457(c) and based on the high and low prices
of the Common Stock of Quidel Corporation as reported on August 16, 1996
on the NASDAQ National Market System.
==============================================================================
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INTRODUCTION
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This Registration Statement on Form S-8 is filed by Quidel Corporation
(the "Company") relating to 400,000 shares of the Company's common stock, par
value $.001 per share (the "Common Stock"), issuable to eligible non-employee
directors of the Company under the Quidel Corporation 1996 Non-Employee
Directors Stock Option Plan (the "Plan").
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 of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this Registration Statement
in accordance with Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act"), and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which previously have been filed by the
Company with the Securities and Exchange Commission (the "Commission"), are
incorporated herein by reference and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1996;
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996; and
(c) The description of the Company's Common Stock contained at
pages 61 through 64 of the Company's Definitive Proxy
Statement dated January 1, 1991, relating to the Company's
Annual Meeting of Stockholders held on January 30, 1991,
including any amendment or report filed for the purpose of
updating such description.
All documents filed by the Company pursuant to Sections 13(a), 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
subsequent to the date of this Registration Statement and prior to the filing
of a post-effective amendment hereto that indicates that all securities offered
hereunder have been sold or that deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.
For purposes of this Registration Statement, any statement contained
in a document incorporated or deemed to be incorporated herein by reference
shall be deemed to be modified or superseded to the extent that a statement
contained herein or in any other subsequently filed document that also is or is
deemed to be incorporated herein by reference modifies or supersedes such
statement in such document. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Certificate of Incorporation and Amended and Restated
Bylaws require that directors and officers be indemnified to the maximum extent
permitted by Delaware law.
The General Corporation Law of the State of Delaware (the "Delaware
GCL") provides in general that a director or officer of a corporation (i) shall
be indemnified by the corporation for all expenses of litigation or other legal
proceedings when he is successful on the merits, (ii) may be indemnified by the
corporation for the expenses, judgments, fines and amounts paid in settlement
of such litigation (other than a derivative suit) even if he is not successful
on the merits if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation (and, in the
case of a criminal proceeding, had no reasonable cause to believe his conduct
was unlawful), and (iii) may be indemnified by the corporation for expenses of
a derivative suit (a suit by a stockholder alleging a breach by a director or
officer of a duty owed to the corporation), even if he is not successful on the
merits, if he acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation, provided that no
such indemnification may be made in accordance with this clause (iii) if the
director or officer is adjudged liable to the corporation, unless a court
determines that, despite such adjudication but in view of all of the
circumstances, he is entitled to indemnification of such expenses. The
indemnification described in clauses (ii) and (iii) above shall be made only
upon order by a court or a determination by (a) a majority of a quorum of
disinterested directors, (b) under certain circumstances, independent legal
counsel or (c) the stockholders, that indemnification is proper because the
applicable standard of conduct is met. Expenses incurred by a director or
officer in defending an action may be advanced by the corporation prior to the
final disposition of such action upon receipt of an undertaking by such
director or officer to repay such expenses if it is ultimately determined that
he is not entitled to be indemnified in connection with the proceeding to which
the expenses related.
To implement the provisions of the Delaware GCL and the Company's
Certificate of Incorporation and Amended and Restated Bylaws, the Company has
entered into Indemnification Agreements with its directors and officers.
Absent the Indemnification Agreements, the indemnification that might be
available to directors and officers could be changed by amendment to the
Company's Certificate of Incorporation and Amended and Restated Bylaws. The
Indemnification Agreements require that the Company indemnify an officer or
director who is a party to (or is threatened to be made a party to) any action,
suit or proceeding by reason of (a) the fact that such person is or was a
director, officer, employee or agent of the Company or any subsidiary of the
Company, (b) any action or inaction on the part of such person while an officer
or director or (c) the fact that such person is or was serving at the request
of the Company as a director, officer, employee or agent of another enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement if such officer or director 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 Company, and, with respect to any criminal action, had no reasonable cause
to believe his or her conduct was unlawful. The Company's indemnification
obligation does not apply, however, to claims where the officer or director (i)
is adjudged to be liable to the Company (unless a court of competent
jurisdiction determines that indemnification is proper), (ii) initiated or
brought the claim voluntarily (except certain proceedings brought in good faith
to establish or enforce a right to indemnification), (iii) is paid directly
under an insurance policy maintained by the Company, or (iv) is required to
account for profits in fact made from the purchase or sale of securities of the
Company under Section 16(b) of the Exchange Act.
The Company may seek directors and officers liability insurance
against the cost of defense, settlement or payment of a judgment under certain
circumstances.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Certificate of Incorporation of the Company, as amended (filed
as Exhibit 3.1 to the Company's Current Report on Form 8-K
dated February 26, 1991, and incorporated herein by reference)
4.2 Certificate of Designations of the Series B Preferred Stock of
the Company (filed as Exhibit 4.1 to the Company's Current
Report on Form 8-K dated January 5, 1995, and incorporated
herein by reference)
4.3 Amended and Restated Bylaws of the Company (filed as Exhibit
3.2 to the Company's Current Report on Form 8-K dated June 16,
1995, and incorporated herein by reference)
5 Opinion of Gibson, Dunn & Crutcher LLP as to the legality of
the securities being registered
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of Counsel (contained in Exhibit 5 hereto)
24 Power of Attorney (contained on signature page hereto)
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;
(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 Section 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 which remain unsold
at the termination of the offering.
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(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 Securities 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 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 of whether such indemnification by it is
against public policy as expressed in the Act and will be governed by a final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for a 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 August 6, 1996.
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, this Registration
Statement has been signed by the following persons in the capacities indicated
on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ RICHARD C.E. MORGAN
- ------------------------------------- Chairman of the Board August 6, 1996
Richard C.E. Morgan
/s/ STEVEN T. FRANKEL President and Chief Executive Officer August 6, 1996
- ------------------------------------- (Principal Executive Officer)
Steven T. Frankel and Director
/s/ STEVEN C. BURKE Vice President-Finance and August 6, 1996
- ------------------------------------- Administration and Chief Financial
Steven C. Burke Officer (Principal Financial and
Accounting Officer)
/s/ JOHN D. DIEKMAN, Ph.D. Director August 6, 1996
- -------------------------------------
John D. Diekman, Ph.D.
/s/ THOMAS A. GLAZE Director August 6, 1996
- -------------------------------------
Thomas A. Glaze
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ MARY LAKE POLAN, M.D., Ph.D. Director August 6, 1996
---------------------------------
Mary Lake Polan, M.D., Ph.D
/s/ FAYE WATTLETON Director August 6, 1996
- ----------------------------------
Faye Wattleton
/s/ ROGER F. GREAVES Director August 6, 1996
- ----------------------------------
Roger F. Greaves
/s/ ROCKELL N. HANKIN Director August 6, 1996
- ----------------------------------
Rockell N. Hankin
/s/ MARGARET G. McGLYNN, R.Ph. Director August 7, 1996
- ----------------------------------
Margaret G. McGlynn, R.Ph.
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
4.1* Certificate of Incorporation of the Company, as amended
4.2* Certificate of Designations of the Series B Preferred Stock of the Company
4.3* Amended and Restated Bylaws of the Company
5 Opinion of Gibson, Dunn & Crutcher LLP 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 LLP (contained in Exhibit 5 hereto)
24 Power of Attorney (contained on signature page hereof)
</TABLE>
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* Incorporated herein by reference. See sequentially numbered page 4.
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EXHIBIT 5
[Gibson, Dunn & Crutcher LLP Letterhead]
August 16, 1996
Quidel Corporation
10165 McKellar Court
San Diego, California 92121
Re: Registration Statement on Form S-8 of 400,000 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 400,000 shares of common stock,
par value $.001 per share (the "Common Stock") of Quidel Corporation, a
Delaware corporation (the "Company"), to be issued pursuant to the Company's
1996 Non-Employee Directors Stock Option 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 and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ GIBSON, DUNN & CRUTCHER LLP
-------------------------------
Gibson, Dunn & Crutcher LLP
EMG/MDL
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EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 and related prospectus pertaining to the Quidel
Corporation 1996 Non-Employee Directors Stock Option Plan of our report dated
May 3, 1996, with respect to the consolidated financial statements of Quidel
Corporation incorporated by reference in its Annual Report on Form 10-K for the
year ended March 31, 1996, filed with the Securities and Exchange Commission.
Ernst & Young LLP
San Diego, California
August 15, 1996
10
