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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
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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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1983 EMPLOYEE STOCK PURCHASE 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
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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
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<S> <C> <C> <C> <C> <C>
COMMON STOCK, $.001 PAR VALUE 100,000 SHARES $4.375 $437,500 $150.86
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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 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, a Delaware corporation (the "Company") relating to an additional
100,000 shares of the Company's common stock, par value $.001 per share (the
"Common Stock"), issuable under the Company's 1983 Employee Stock Purchase Plan
(the "Plan"), and consists of only those items required by General Instruction
E to Form S-8.
INCORPORATION OF PREVIOUSLY FILED REGISTRATION STATEMENT
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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.
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)
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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 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
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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 on the date indicated.
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<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ RICHARD C.E. MORGAN Chairman of the Board August 6, 1996
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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
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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
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Faye Wattleton
/s/ ROGER F. GREAVES Director August 6, 1996
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Roger F. Greaves
/s/ ROCKELL N. HANKIN Director August 6, 1996
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Rockell N. Hankin
/s/ MARGARET G. McGLYNN, R.Ph. Director August 7, 1996
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Margaret G. McGlynn, R.Ph.
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EXHIBIT INDEX
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<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 2.
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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 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,
par value $.001 per share (the "Common Stock") of Quidel Corporation, a
Delaware corporation (the "Company"), to be issued 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 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
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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 1983 Employee Stock Purchase 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
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