<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 2, 1996
REGISTRATION NO. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-3
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.)
-------------------------
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)
-------------------------
STEVEN T. FRANKEL
PRESIDENT AND CHIEF EXECUTIVE OFFICER
10165 MCKELLAR COURT, SAN DIEGO, CALIFORNIA 92121
(619) 552-1100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
-------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [x]
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 delivery of the Prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
Proposed Proposed
Amount Maximum Maximum
Title of Shares to be Aggregate Price Aggregate Amount of
to be Registered Registered Per Share(1) Offering Price(1) Registration Fee
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.001 par value 2,366,665 shares $6.00 $14,199,990 $4,896.58
- --------------------------------------------------------------------------------------------------------
</TABLE>
(1) These figures are estimates made solely for the purpose of calculating
the registration fee pursuant to Rule 457(c) under the Securities Act
of 1933, as amended, based upon the average of the high and low prices
for the Common Stock on January 29, 1996.
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> 2
SUBJECT TO COMPLETION, DATED FEBRUARY 2, 1996
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
PROSPECTUS
QUIDEL CORPORATION
2,366,665 SHARES OF COMMON STOCK
The shares of Common Stock of Quidel Corporation (the "Company")
offered hereby will be sold by certain security holders of the Company (the
"Selling Security Holders"). No part of the proceeds of any such sale will be
received by the Company.
The Company's outstanding Common Stock is traded in the
over-the-counter market and prices are quoted on the National Market System of
the National Association of Securities Dealers Automated Quotation System
("Nasdaq") under the symbol QDEL.
FOR A DISCUSSION OF CERTAIN RISKS RELATING TO AN INVESTMENT IN THE
SHARES OF COMMON STOCK OFFERED HEREBY, SEE "RISK FACTORS" ON PAGES 4 TO 7
HERETO.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PRO-
SPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is February __, 1996.
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and at the
following Regional Offices of the Commission: New York Regional Office, 7 World
Trade Center, Thirteenth Floor, New York, New York 10048; and Chicago Regional
Office, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies
of such material may also be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. The Company's Common Stock is traded in the Nasdaq National Market, and
such reports, proxy statements and other information can also be inspected at
the offices of Nasdaq Operations, 1735 K Street, N.W., Washington, D.C. 20006.
A Registration Statement on Form S-3, including any amendments
thereto, relating to the securities offered hereby, has been filed by the
Company with the Commission. This Prospectus does not contain all of the
information set forth in the Registration Statement and the exhibits and
schedules thereto. For further information with respect to the Company and the
securities offered hereby, reference is made to such Registration Statement,
exhibits and schedules. Statements contained in this Prospectus as to the
contents of any contract or other document referred to herein are not
necessarily complete, and in each instance reference is made to the copy of
such contract or other document filed or incorporated by reference as an
exhibit to the Registration Statement, each such statement being qualified in
all respects by such reference. A copy of the Registration Statement may be
inspected without charge at the Commission's principal offices in Washington,
D.C., and copies of all or any part thereof may be obtained from the Commission
upon the payment of certain fees prescribed by the Commission.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS OR IN ANY PROSPECTUS
SUPPLEMENT IN CONNECTION WITH THE OFFERING MADE HEREBY, AND IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. THIS PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT DO
NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES
TO WHICH THEY RELATE, OR AN OFFER TO ANY PERSON IN ANY JURISDICTION WHERE SUCH
OFFER WOULD BE UNLAWFUL. THE DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS
SUPPLEMENT AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION HEREIN OR THEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
--------------------
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<PAGE> 4
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore or concurrently filed by
the Company with the Commission pursuant to the Exchange Act are incorporated
herein by reference and shall be deemed a part hereof:
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended March 31, 1995;
(b) The Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995;
(c) The Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995;
(d) The Company's Registration Statement on Form 8-A
dated February 28, 1983, as amended by the Company's Report on Form 8 dated
February 26, 1991; and
(e) The Company's Current Report on Form 8-K dated
January 17, 1995, as amended by the Company's Current Report on Form 8-K/A
dated March 17, 1995.
All reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this Prospectus and prior to the termination of this offering
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such reports and documents.
Any statement incorporated herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be 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
Prospectus. Subject to the foregoing, all information appearing in this
Prospectus is qualified in its entirety by the information appearing in the
documents incorporated herein by reference.
The Company will provide without charge to each person to whom
this Prospectus is delivered, upon written or oral request of such person, a
copy of any or all of the foregoing documents incorporated herein by reference
(other than exhibits to such documents, unless such exhibits are specifically
incorporated by reference into such document). Requests for such documents
should be submitted in writing to Steven C. Burke, Vice President--Finance and
Administration and Secretary at Quidel Corporation, 10165 McKellar Court, San
Diego, California 92121 or by telephone at (619) 552-1100.
--------------------
3
<PAGE> 5
THE COMPANY
Quidel Corporation develops, manufactures and markets rapid,
immunoassay-based diagnostic products that provide simple, sensitive and
cost-effective diagnoses in the areas of human fertility, allergy, infectious
diseases and autoimmune disorders. These tests are designed for use without
instrumentation in the physician's office, clinical laboratory and home testing
markets.
Quidel commenced operations in 1979 and launched its first
products, dipstick-based pregnancy tests, in 1984. The Company has expanded
its product base through internal development and acquisition in the areas of
pregnancy and ovulation, infectious disease, allergy and autoimmune products
for professional and home use. Quidel markets its products in the United
States and in approximately 60 countries worldwide through the Company's direct
sales force and through a broad network of national and regional distributors.
The Company is the surviving corporation of the January 1991
merger of Monoclonal Antibodies Inc. and Quidel Corporation ("Old Quidel").
Monoclonal Antibodies Inc. was incorporated in Delaware in 1987 as the
successor to a California corporation of the same name incorporated in 1979.
Prior to the merger, Old Quidel was a privately held corporation originally
incorporated in California in 1981. On January 5, 1995 the Company acquired
all of the outstanding stock of Pacific Biotech, Inc., a California corporation
("PBI"). PBI is a developer and marketer of rapid diagnostic tests for the
detection of pregnancy and certain infectious diseases. The Company's
principal executive offices are located at 10165 McKellar Court, San Diego,
California 92121 and its telephone number is (619) 552-1100.
RISK FACTORS
In connection with evaluating an investment in the Common
Stock being offered hereby, investors should consider carefully, among other
things, the following specific factors, as well as the other information set
forth or incorporated by reference in this Prospectus.
VOLATILITY OF STOCK PRICE. The market prices for stock of the
Company and many other companies primarily engaged in the Company's area of
business have had a history of significant volatility. The trading price of
the Common Stock could be subject to significant fluctuations due to
announcements of technological innovations or new commercial products by
competitors, government regulation, shares of Common Stock eligible for future
sale into the public market or other factors. Furthermore, the stock market
generally has experienced significant price and volume fluctuations, and the
fluctuations often have a major impact on stock prices for small capitalization
companies such as the Company. These broad market fluctuations, as well as
general economic conditions and the Company's financial performance may
adversely affect the market price of the Company's Common Stock. The Company's
Common Stock has recently traded on the Nasdaq National Market at or near its
record high market price. The can be no assurance that such market price will
be sustained or that the market price of such Common Stock will not decrease
substantially.
RECENT FINANCIAL CONDITION AND LACK OF PROFITABLE OPERATIONS.
The Company experienced significant losses in its last two fiscal years.
Losses in fiscal 1995 were due in part to one-time charges related to purchased
in-process research and development of
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<PAGE> 6
approximately $1.4 million associated with the acquisition and consolidation of
PBI. The Company reported net income of approximately $24,000 for the
six-months ended September 30, 1995. During the fiscal years ended March 31,
1995 and 1994, the Company incurred net losses of approximately $4.0 million
and $2.0 million, respectively, as compared to net income of approximately
$709,000 and $878,000 in the fiscal years ended 1993 and 1992, respectively.
There can be no assurance that the Company will achieve and maintain
profitability.
COMPETITION AND RELATIVE SIZE OF COMPANY. The development,
marketing and sales of diagnostic test kits, including those based upon
monoclonal and polyclonal antibody technology, is highly competitive. The
Company's current and prospective competitors are entities of various sizes,
most of which are much larger than the Company, including several large
pharmaceutical and diversified health care companies (such as Abbott
Laboratories and Johnson & Johnson), with substantially greater financial,
distribution, marketing and other resources. In addition, there can be no
assurance that technological advances by competitors will not render the
Company's products obsolete, that the Company will be able to compete
successfully against such competitors in the marketing of its products, or that
additional competitors will not emerge in the future.
LIQUIDITY. As of September 30, 1995 the Company had total
liabilities of approximately $8.0 million, including approximately $3.7 million
in aggregate long-term debt and $4.3 million in current liabilities. There can
be no assurance that the Company will generate operating or net profits or that
cash flow from its operations will be sufficient to pay its debt obligations.
As a result, the Company may require additional financing which may result in
additional equity dilution or increased debt, or both. There can be no
assurance that such financing will be available, or that financing will be
available on acceptable terms.
MARKETING CONSIDERATIONS. The Company markets much of its
products through distributors and dealers, some of whom may also carry products
competitive with those offered by the Company. Accordingly, such distributors
may decide for reasons beyond the control of the Company to market competitive
products manufactured by other persons or to promote competitive products more
heavily. The development of additional direct marketing capabilities requires
a substantial investment in sales and marketing personnel. Furthermore, the
introduction of innovative products such as those offered by the Company
requires substantial expenditures for the education of users, particularly in
the professional market, which could adversely affect operating results if such
products do not gain widespread market acceptance. There is currently a
movement toward the provision of health care through various types of "managed
care" organizations. These organizations are focused on increasing efficiency
and reducing costs. This has resulted in the consolidation of suppliers,
distributors and providers of medical products and services and a shifting of
financial risk to physicians and laboratories in capitated systems. These
changes may have an adverse impact on the Company's sales and margins which
could result from lower product sales prices and/or reduced volume of testing
in physicians' offices.
DEVELOPMENT OF NEW PRODUCTS. The development of new medical
diagnostic products involves substantial expenditures for the development of
antibodies and test kits, clinical evaluation, regulatory approval and
marketing. There can be no assurances that the Company will be able to
complete the development of new products or that any such products
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<PAGE> 7
will gain widespread acceptance. The expenditure of substantial sums for the
development of products which are determined not to be feasible or which do not
gain market acceptance may adversely affect operating results. Furthermore,
there can be no assurance that adequate funding will be available to develop
and introduce these products.
MANUFACTURING. The manufacture of medical diagnostic products
is difficult, particularly with respect to the stability and consistency of
complex biological components. Because of these complexities, manufacturing
difficulties occasionally occur and there can be no assurance that
manufacturing problems will not occur that delay the introduction of products,
result in excess manufacturing costs or require the replacement of products
already introduced into the distribution channel. All of the Company's
manufacturing is performed in its single San Diego facility. Accordingly, any
disruption in the Company's ability to use this facility could have a
significant adverse impact on the Company.
LIMITED PRODUCT LINE. To date, the Company's revenues have
been derived from a limited number of diagnostic products. The loss of
revenues from one or more significant products due to technological advances by
competitors, technical difficulties with existing products or other competitive
factors could materially and adversely affect the business and operating
results of the Company.
PRODUCT LIABILITY. The marketing of human diagnostic products
entails risk of product liability because of the nature of the matters which
such tests address. Although the Company tests its products extensively prior
to release and expends substantial resources to educate the professional market
in the use of products marketed to health professionals, there can be no
assurance that the Company's products will provide accurate diagnostic results
to all users. Any failure of the integrity of diagnostic tests could give rise
to product liability. The insurance coverage of the Company may not be
adequate to cover a large liability award.
GOVERNMENTAL REGULATION. Human diagnostic products are
subject to extensive regulation. Such products are subject to pre-clinical
and clinical testing and approval processes by the United States Food and Drug
Administration (the "FDA") and similar health authorities in foreign countries.
The process of obtaining such approvals can be costly and time consuming. The
costs and potential delays inherent in the regulatory process tend to favor
larger competitors with greater resources. Any failure to obtain or delay in
obtaining such approvals could adversely affect the ability of the Company to
manufacture or market its products successfully. It is also the nature of the
diagnostics industry that the FDA or other governmental regulatory agencies may
require a manufacturer to recall faulty or mislabeled products from the market.
Such product recalls can place unforeseen economic burdens on a company in this
industry, and there can be no assurance that no such recall will be required in
the future with respect to the Company's products. In addition, the Clinical
Laboratory Improvement Act of 1988 (the "CLIA") sets forth regulations defining
certain diagnostic testing quality control procedures and proficiency testing
requirements which must be performed by clinical laboratories and physicians'
office laboratories ("POLs"). The CLIA regulations have imposed an additional
burden on POLs which may adversely impact their level of diagnostic testing and
the Company's sales to this market channel.
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<PAGE> 8
CONCENTRATION OF SHARE OWNERSHIP. Upon completion of this
offering and assuming the Selling Security Holders sell all of the shares
covered by this Prospectus, the Company's officers and directors as a group
will beneficially own approximately 7.0% of the Common Stock of the Company,
and certain principal stockholders and their affiliates will beneficially own
approximately 15.8% of the Common Stock of the Company. Accordingly, these
stockholders (and other stockholders who may join with them) may be able to
control matters requiring approval by the stockholders of the Company,
including the election of the Company's directors.
INTERNATIONAL SALES. Approximately 34% of the Company's
fiscal 1995 sales were generated from sales to customers outside the United
States. The approximate percentage of Company sales to customers outside of
the United States for the six-month period ending September 30, 1995 was 41%.
The Company expects that the percentage of its sales represented by
international sales will continue at the current level in the future. The
Company's success outside the United States is depending upon a number of
factors, including the Company's ability to successfully develop a market for
its products. The Company is also subject to the attendant risks of doing
business abroad, including delays in shipments, adverse fluctuations in
currency exchange rates, increases in duties and tariffs, changes in foreign
regulations and political turmoil. There can be no assurance that the Company
will be able to successfully maintain or expand its international sales.
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<PAGE> 9
SHARES COVERED
The shares covered by this Prospectus have been so included
pursuant to contractual registration rights held by the holders of such shares.
The Company has no specific information concerning whether or
when any offers or sales of shares covered by this Prospectus will be made, or
if made, on what the price, terms or conditions of any such offers or sales
will be made. Based on information available to the Company, it is the
Company's understanding that the Selling Security Holders propose to offer and
sell the shares covered hereby in one or more transactions either (i) by one or
more broker-dealers (the "Brokers") as agents for the Selling Security Holders
at a price or prices related to the then current market price of the Company's
Common Stock in the over-the-counter market, with such commission to be paid by
the Selling Security Holders to the Brokers as shall be agreed upon by them, or
(ii) by the Selling Security Holders to the Brokers (for resale by the Brokers
as principals) at a price or prices related to the then current market price of
the Company's Common Stock, less such discount, if any, as shall be agreed upon
by the Selling Security Holders and the Brokers, or (iii) directly, at prices
and on terms to be determined at the time of sale, or (iv) by a combination of
the methods described above. The Company has agreed to indemnify the Selling
Security Holders against certain liabilities, including liabilities under the
Securities Act of 1933, as amended (the "Securities Act"), and will bear the
expense of preparation and filing of the Registration Statement (of which this
Prospectus is a part) and certain other expenses. The aggregate of such
expenses is estimated to be approximately $25,000.
The Selling Security Holders may be considered "underwriters"
within the meaning of the Securities Act of 1933, as amended. See "Selling
Security Holders" for information concerning the beneficial ownership of
Company securities by such Holders.
USE OF PROCEEDS
All of the securities covered by this Prospectus are being
offered by the Selling Security Holders. As a consequence, the Company will
not receive any of the proceeds from sales of such securities.
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<PAGE> 10
SELLING SECURITY HOLDERS
The following table sets forth certain information regarding
the beneficial ownership of the Company's Common Stock by the Selling Security
Holders as of January 29, 1996, and as adjusted to reflect the sale of the
maximum number of shares offered by such holders hereby. See "Shares Covered."
<TABLE>
<CAPTION>
Maximum Number
Shares Beneficially of Shares Shares Beneficially
Owned Covered by this Owned
Prior to Offering(1) Prospectus(2) After Offering
----------------------- --------------- -------------------------
Name Number Percent(3) Number Percent(3)(4)
- ---- --------- ---------- --------- -------------
<S> <C> <C> <C> <C> <C>
D.E. Shaw Investments, L.P. 200,000 * 200,000 0 *
Genesis Merchant Group 173,250 * 173,250 0 *
Securities
Grange Trustees Limited, 12,500 * 12,500 0 *
Trustees of The Chester Trust
Imperial Bank 117,871 * 117,871 0 *
JMG Convertible Investments L.P. 100,000 * 100,000 0 *
John Hancock Capital Growth 131,796 * 28,405 103,391 *
Fund IIB (5)
John Hancock Capital Growth 1,617,311 7.4% 348,428 1,268,883 5.3%
Fund III (5)
J.P. Morgan Investment 2,015,254 8.9% 1,015,254 1,000,000 4.2%
Corporation
Pomona Capital, LP 56,403 * 56,403 0 *
Portola Capital Management, Inc. 50,000 * 50,000 0 *
Redington, Inc. (6) 50,000 * 50,000 0 *
Barry S. Rosenstein 56,750 * 56,750 0 *
Barry S. Rosenstein Corp. 45,000 * 45,000 0 *
Defined Contribution Plan and
Trust
Steinhardt Partners, LP 25,051 * 25,051 0 *
SP Offshore Venture Capital LP 38,462 * 38,462 0 *
SOF Venture Capital, LP 49,291 * 49,291 0 *
</TABLE>
- -----------------
* Less than one percent.
(1) Represents sole voting and investment power unless otherwise
indicated.
(2) All shares covered by this Prospectus are shares of the Company's
Common Stock to be obtained by the Selling Security Holders upon
exercise of their respective outstanding warrants.
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<PAGE> 11
(3) The percentage ownership for each Selling Security Holder is
calculated by assuming the exercise or conversion of all outstanding
and vested warrants, rights and convertible securities.
(4) The percentage ownership of shares beneficially owned by each Selling
Security Holder after the offering is calculated by assuming the sale
by each Selling Security Holder of all such Selling Security Holder's
shares of the Company's Common Stock covered by this Prospectus.
(5) The voting and investment power for the shares of the Company's Common
Stock beneficially owned by these Selling Security Holders is held by
John Hancock Capital Growth Management, Inc., a general partner of the
general partner of each such Selling Security Holder.
(6) These shares are shares of the Company's Common Stock to be obtained
upon exercise of outstanding warrants, currently comprised of 25,000
vested warrants and an additional 25,000 warrants whose vesting in
increments of 12,500 shares each is conditioned upon the Company's
Common Stock trading at or above certain market prices for certain
periods of time.
EXPERTS
The consolidated financial statements of the Company appearing
(or incorporated by reference) in the Company's Annual Report (Form 10-K) for
the year ended March 31, 1995, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included (or
incorporated by reference) therein incorporated herein by reference. The
financial statements of Pacific Biotech, Inc. for the year ended December 31,
1994 appearing in the Company's Current Report on Form 8-K/A dated March 17,
1995 have been audited by Ernst & Young LLP as set forth in their report
included therein and incorporated herein by reference. Such financial
statements referred to above are, and audited financial statements to be
included in subsequently filed documents will be, incorporated herein in
reliance upon the reports of Ernst & Young LLP pertaining to such financial
statements (to the extent covered by consents filed with the Securities and
Exchange Commission) given upon the authority of such firm as experts in
accounting and auditing.
------------------
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS
PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR ANY AGENT. THIS PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT DO NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE
DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE
HEREUNDER AND THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THE INFORMATION HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THEIR RESPECTIVE DATES.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
SEC Registration Fee $ 4,896.58
Legal Fees and Expenses 15,000.00*
Accounting Fees and Expenses 3,000.00*
Miscellaneous 2,000.00*
----------
Total(1) $25,000.00*
==========
</TABLE>
- ------------------
* This amount is an estimate and is subject to future contingencies.
(1) The Company will bear all expenses for the preparation and filing of the
Registration Statement (including this Prospectus) and certain other
expenses.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware Corporations Code authorizes a
court to award, or a corporation's board of directors to grant, indemnity to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act. Article
10 of the Company's Certificate of Incorporation provides for indemnification
of directors and Article VI of the Company's Bylaws provides for
indemnification of directors, officers, employees and other agents to the
maximum extent permitted by the Delaware General Corporation Law. In addition,
the Company has entered into agreements with its officers and directors
providing for the indemnification of such officers and directors to the maximum
extent permitted by applicable law.
ITEM 16. EXHIBITS
The following exhibits are filed as part of this Registration
Statement:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
5 Opinion of Gibson, Dunn & Crutcher
23.1 Consent of Gibson, Dunn & Crutcher (included in Exhibit 5)
23.2 Consent of Independent Auditors
24 Power of attorney (contained on signature page)
</TABLE>
II-1
<PAGE> 13
ITEM 17. UNDERTAKINGS
(1) 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 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.
(2) 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.
(3) The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or
sales are being made, a post-effective amendment to this Registration Statement
to include any material information with respect to the plan of distribution
not previously disclosed in this Registration Statement or any material change
to such information in this Registration Statement.
(b) 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.
(c) 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.
II-2
<PAGE> 14
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 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 January 31,
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/her true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him/her and in his/her name, place and
stead, at any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and to file the same,
all with 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/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 January 31, 1996.
<TABLE>
<CAPTION>
NAME TITLE
---- -----
<S> <C>
/s/ RICHARD C.E. MORGAN Chairman of the Board
- --------------------------------
Richard C.E. Morgan
President, Chief Executive Officer
/s/ STEVEN T. FRANKEL (Principal Executive Officer)
- -------------------------------- and Director
Steven T. Frankel
Vice President-Finance and
/s/ STEVEN C. BURKE Administration
- -------------------------------- (Principal Financial and
Steven C. Burke Accounting Officer)
/s/ JOHN D. DIEKMAN Director
- --------------------------------
John D. Diekman
</TABLE>
II-3
<PAGE> 15
<TABLE>
<S> <C>
/s/ THOMAS A. GLAZE Director
- -------------------------------------
Thomas A. Glaze
/s/ FAYE WATTLETON Director
- -------------------------------------
Faye Wattleton
/s/ MARY LAKE POLAN Director
- -------------------------------------
Mary Lake Polan
/s/ ROGER F. GREAVES Director
- -------------------------------------
Roger F. Greaves
/s/ ROCKELL N. HANKIN Director
- -------------------------------------
Rockell N. Hankin
</TABLE>
II-4
<PAGE> 16
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
5 Opinion of Gibson, Dunn & Crutcher
23.1 Consent of Gibson, Dunn & Crutcher (included in Exhibit 5)
23.2 Consent of Ernst & Young LLP, independent auditors
24 Power of attorney (contained on signature page)
</TABLE>
<PAGE> 1
EXHIBIT 5
[Gibson, Dunn & Crutcher Letterhead]
February 2, 1996
(714) 451-3800
C 73074-00063
Quidel Corporation
10165 McKellar Court
San Diego, California 92121
Re: Registration Statement on Form S-3 for
2,366,665 Shares of Common Stock
--------------------------------------
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 filed
on February 2, 1996 (the "Registration Statement") by Quidel Corporation, a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission in connection with the registration under the Securities Act of
1933, as amended, of up to 2,366,665 shares (the "Shares") of the Company's
Common Stock issuable upon exercise of certain outstanding warrants as
described in the Registration Statement (the "Warrants").
As your counsel, we have examined the Company's Certificate of
Incorporation and Bylaws and the records of certain corporate proceedings and
actions taken by the Company in connection with the issuance of the Warrants.
Based upon the foregoing and in reliance thereon, it is our opinion that each
Share that may be offered and sold pursuant to the Registration Statement
will, upon exercise of the applicable Warrant in accordance with its terms,
including payment of the applicable exercise price, be validly issued, fully
paid and non-assessable.
<PAGE> 1
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Experts" in the Registration Statement (Form S-3) and related Prospectus of
Quidel Corporation for the registration of shares of its common stock and to
the incorporation by reference therein of our reports (a) dated May 12, 1995,
with respect to the consolidated financial statements of Quidel Corporation
included and incorporated by reference in its Annual Report (Form 10-K) for the
year ended March 31, 1995, and (b) dated February 7, 1995, with respect to the
financial statements of Pacific Biotech, Inc. for the year ended December 31,
1994 included in Quidel Corporation's Current Report on Form 8-K/A dated March
17, 1995, both filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
/s/ Ernst & Young LLP
San Diego, California
February 1, 1996
