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PROSPECTUS
QUIDEL CORPORATION
10165 MCKELLAR COURT
SAN DIEGO, CA 92121
(858) 552-1100
[LOGO]
950,000 SHARES OF COMMON STOCK OF QUIDEL CORPORATION
$7.50 PER SHARE
We may offer, from time to time, up to 950,000 shares of our common stock,
par value $.001 per share. Only the current holders of 950,000 warrants of
Quidel originally issued in 1992 may purchase the shares of common stock that
are offered by this prospectus. The warrants were issued in connection with the
settlement, in 1990, of a securities class action lawsuit. The warrants expire
on April 30, 2002, and have an exercise price of $7.50 per share.
We do not know when or whether warrantholders may exercise their warrants.
We would expect exercises by the warrantholders when the market price of our
common stock exceeds $7.50 per share. If all 950,000 warrants are exercised, we
would receive a total of $7,125,000.
Quidel's common stock trades on the Nasdaq National Market under the symbol
"QDEL." On September 13, 2000, the closing sale price for the common stock was
$6.41 per share. The warrants also are traded on the Nasdaq National Market
under the symbol "QDELW."
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THESE SECURITIES ARE SPECULATIVE AND INVOLVE RISKS. YOU CAREFULLY SHOULD
CONSIDER THE FACTORS SPECIFIED UNDER THE CAPTION "RISK FACTORS" COMMENCING ON
PAGE 2 OF THIS PROSPECTUS.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION. NEITHER THE SECURITIES
AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE
SECURITIES WILL NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
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THE DATE OF THIS PROSPECTUS IS SEPTEMBER 15, 2000
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we have filed with
the Securities and Exchange Commission using a "shelf" registration process.
Under this shelf registration process, we may, from time to time, sell up to
950,000 shares of our common stock in one or more offerings. Please carefully
read both this prospectus and any applicable prospectus supplement, together
with additional information described under the heading "Where You Can Find More
Information."
QUIDEL CORPORATION
We develop, manufacture and market point-of-care rapid diagnostic tests for
a variety of medical conditions and illnesses. Our products provide health care
professionals with accurate and cost-effective information to quickly diagnose
the patient's condition and determine proper treatment before the patient leaves
the office. Our products primarily focus on the categories of women's health and
infectious diseases. Our products are sold to professionals for use in
physician's offices, hospitals, clinical laboratories, and wellness screening
centers. We also manufacture a line of products sold to consumers through
organizations that provide store-branded products.
We commenced our operations in 1979. We launched our first products,
dipstick-based pregnancy tests, in 1984. We have expanded our product base
through internal development and acquisitions of other products in the areas of
pregnancy and ovulation, infectious disease, allergy, autoimmune diseases,
osteoporosis and urinalysis.
Our strategy is to become a major health management solutions provider for
women, as women continue to play a greater role in health care decisions for
themselves and their families. From pregnancy to osteoporosis, we intend to
create a life-long link with women by providing diagnostic products and health
care information that spans the course of their lives.
We market our products in the United States primarily through a network of
national and regional distributors supported by a direct sales force. When
appropriate, we use more focused contract sales organizations. In Europe and the
rest of the world, we sell and market from regionally-based subsidiaries and
through a sales management team by channeling products through distributor
organizations and sales agents.
Our executive offices are located at 10165 McKellar Court, San Diego,
California 92121, and our telephone number is (858) 552-1100.
RISK FACTORS
AN INVESTMENT IN QUIDEL COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU
SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS RELATED TO OUR COMMON STOCK
OFFERED BY THIS PROSPECTUS AND TO OUR BUSINESS AND OPERATIONS. YOU ALSO SHOULD
CAREFULLY CONSIDER THE OTHER INFORMATION IN THIS PROSPECTUS AND IN THE DOCUMENTS
INCORPORATED BY REFERENCE. SOME OF THESE FACTORS HAVE AFFECTED, IN THE PAST OR
ARE CURRENTLY AFFECTING, OUR FINANCIAL CONDITION OR OPERATING RESULTS. ALL OF
THESE FACTORS COULD AFFECT QUIDEL'S FUTURE FINANCIAL CONDITION OR OPERATING
RESULTS. IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCURS, OUR BUSINESS, INCLUDING
OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS, COULD BE HARMED. IF THAT
HAPPENS, THE TRADING PRICE OF OUR COMMON STOCK COULD DECLINE, AND YOU MAY LOSE
ALL OR PART OF YOUR INVESTMENT.
OUR OPERATING RESULTS MAY FLUCTUATE, WHICH COULD HAVE A NEGATIVE EFFECT ON THE
PRICE OF OUR COMMON STOCK
Fluctuations in our operating results, for any reason that decrease sales or
profitability, could cause Quidel's growth or operating results to fall below
the expectations of investors and securities analysts, and this could cause
Quidel's stock price to decline. Quidel has only been profitable for a limited
time and may not continue its revenue growth or profitability. Operating results
may continue to fluctuate,
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in a given quarter or annual period, from prior periods as a result of a number
of factors, many of which are outside of our control, including:
- seasonal fluctuations in Quidel's sales of strep throat and influenza
tests, which are generally highest in fall and winter;
- changes in the level of competition;
- changes in the economic conditions in Quidel's domestic and international
markets;
- delays in shipments of Quidel's products to customers or from suppliers;
- manufacturing difficulties and fluctuations in Quidel's manufacturing
output, including those arising from constraints in our manufacturing
capacity;
- actions of Quidel's major distributors;
- adverse product reviews or delays in product reviews by regulatory
agencies;
- the timing of significant orders;
- changes in the mix of products Quidel sells; and
- costs, timing and the level of acceptance of new products.
QUIDEL'S PRODUCTS AND MARKETS REQUIRE CONSIDERABLE RESOURCES TO DEVELOP, AND
THIS COULD HAVE A NEGATIVE EFFECT ON OUR PROFITS
The development, manufacture and sale of diagnostic products requires a
significant investment of resources. Quidel's increased investment in sales and
marketing activities, manufacturing scale-up and new product development is
continuing to increase Quidel's operating expenses, and Quidel's earnings would
be adversely affected if Quidel's sales and gross profits do not correspondingly
increase, or if our product development efforts are unsuccessful or delayed.
Development of new markets also requires a substantial investment of resources,
and, if adequate resources are not available, Quidel may be required to delay or
scale back market developments.
DELAYS IN MANUFACTURING OUR PRODUCTS COULD REQUIRE US TO SPEND CONSIDERABLE
RESOURCES, AND THIS COULD HARM CUSTOMER RELATIONSHIPS
If Quidel experiences significant demand for our products, we may require
additional capital resources to meet these demands. If we are unable to develop
necessary manufacturing capabilities, Quidel's sales could be adversely
affected. Failure to increase production volumes, if required, in a
cost-effective manner, or lower than anticipated yields or production problems
encountered as a result of changes in the manufacturing process, could result in
shipment delays as well as increased manufacturing costs, which could also have
a material adverse effect on our sales.
The majority of raw materials and purchased components used to manufacture
Quidel's products are readily available. However, some of these materials are
obtained from a sole supplier or a limited group of suppliers. The reliance on
sole or limited suppliers and the failure to maintain long-term agreements with
other suppliers involves several risks, including the inability to obtain an
adequate supply of raw materials and components and reduced control over
pricing, quality and timely delivery. Although we attempt to minimize our supply
risks by maintaining an inventory of raw materials and continuously evaluating
other sources, any interruption in supply could have a material adverse effect
on our sales or cost of sales.
THE LOSS OF KEY DISTRIBUTORS OR AN UNSUCCESSFUL EFFORT TO DIRECTLY DISTRIBUTE
QUIDEL'S PRODUCTS COULD LEAD TO REDUCED SALES
Quidel relies primarily on a small number of key distributors to distribute
our products. The loss or termination of Quidel's relationship with any of these
key distributors could significantly disrupt our
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business unless suitable alternatives can be found. Finding a suitable
alternative may pose challenges in our industry's competitive environment.
Another suitable distributor may not be found on satisfactory terms. We could
expand our efforts to distribute and market Quidel's products directly; however,
this would require an investment in additional sales and marketing resources,
including hiring additional field sales personnel, which would significantly
increase Quidel's future selling, general and administrative expenses. In
addition, Quidel's direct sales, marketing and distribution efforts may not be
successful.
WE MAY NOT ACHIEVE EXPECTED MARKET ACCEPTANCE OF OUR PRODUCTS AMONG PHYSICIANS
AND OTHER HEALTH CARE PROVIDERS, AND THIS WILL HAVE A NEGATIVE EFFECT ON
FUTURE SALES GROWTH
Clinical reference laboratories and hospital-based laboratories are
significant competitors for our products and provide the majority of diagnostic
tests used by physicians and other health-care providers. Quidel's future sales
depend on, among other matters, the capture of sales from these laboratories,
and if we do not capture sales as expected our sales may not grow as much as we
hope. Quidel expects that these laboratories will compete vigorously to maintain
their dominance of the testing market. Moreover, even if Quidel can demonstrate
that our products are more cost-effective or save time, physicians and other
health care providers may resist changing their established source for these
tests.
INTENSE COMPETITION IN THE DIAGNOSTIC MARKET MAY REDUCE OUR SALES
The diagnostic test market is highly competitive. We have a large number of
multinational and regional competitors making investments in competing
technologies. A number of our competitors have a potential competitive advantage
because they have substantially greater financial, technical, research and other
resources, and larger, more established marketing, sales, distribution and
service organizations than ours. Moreover, some competitors offer broader
product lines and have greater name recognition than Quidel. If our competitors'
products are more effective or more commercially attractive than ours, our sales
could be adversely affected. Competition also has a negative effect on our
product prices and, as a result, our profit margins.
TO REMAIN COMPETITIVE QUIDEL MUST CONTINUE TO DEVELOP OR OBTAIN PROPRIETARY
TECHNOLOGY RIGHTS; OTHERWISE, OTHER COMPANIES MAY INCREASE THEIR MARKET SHARE
BY SELLING PRODUCTS THAT COMPETE WITH OUR PRODUCTS
Our competitive position is heavily dependent upon obtaining and protecting
Quidel's proprietary technology or obtaining licenses from others. Quidel's
sales and profits can be significantly affected by the phase out of older
products near the end of their product life cycles, as well as the success of
new product introduction. Our ability to compete successfully in the diagnostic
market depends upon continued development and introduction of new proprietary
technology and the improvement of existing technology. If we cannot continue to
obtain and protect proprietary technology, our sales and profits could be
adversely affected. Moreover, our current and future licenses may not be
adequate for the operation of our business.
Quidel's ability to obtain patents and licenses, and their benefits, are
uncertain. We have a number of issued patents and additional applications are
pending. However, our pending patent applications may not result in the issuance
of any patents, or if issued, the patents may not have priority over others'
applications, or, may not offer protection against competitors with similar
technology. Moreover, any patents issued to Quidel may be challenged,
invalidated or circumvented in the future. Also, we may not be able to obtain
licenses for technology patented by others or on commercially reasonable terms.
A failure to obtain necessary licenses could prevent us from commercializing
some of its products under development.
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WE MAY BE INVOLVED IN INTELLECTUAL PROPERTY INFRINGEMENT DISPUTES WHICH ARE
COSTLY AND COULD LIMIT OUR ABILITY TO USE SOME TECHNOLOGIES IN THE FUTURE
There are a large number of patents and patent applications in our product
areas, and we believe that there may be significant litigation in our industry
regarding patent and other intellectual property rights. Quidel's involvement in
litigation to determine rights in proprietary technology could adversely affect
our sales because:
- it consumes a substantial portion of managerial and financial resources;
- its outcome is inherently uncertain and a court may find the third-party
claims valid and that Quidel has no successful defense to such claims;
- an adverse outcome could subject Quidel to significant liability;
- failure to obtain a necessary license upon an adverse outcome could
prevent Quidel from selling our current products or other products we may
develop; and
- protection of Quidel's rights may not be available under the law or may be
inadequate.
THE UNCERTAINTY AND COST OF REGULATORY APPROVAL FOR OUR PRODUCTS MAY HAVE A
NEGATIVE EFFECT ON OUR PROFITABILITY
Our sales may be negatively affected by unexpected actions of regulatory
agencies, including delays in the receipt of or failure to receive approvals or
clearances, the loss of previously received approvals or clearances, and the
placement of limits on the use of the products. The testing, manufacture and
sale of our products are subject to regulation by numerous governmental
authorities, principally the FDA and corresponding state and foreign regulatory
agencies. Quidel's future performance depends on, among other matters, our
estimates as to when and at what cost we will receive regulatory approval for
new products. However, complying with laws and regulations of these regulatory
agencies can be a lengthy, expensive and uncertain process making the timing and
costs of approvals difficult to predict.
Quidel is also subject to numerous laws relating to such markers as safe
working conditions, manufacturing practices, environmental protection, fire
hazard control and disposal of hazardous or potentially hazardous substances. It
is also impossible to reliably predict the full effect of future legislation or
regulatory developments relating to our industry. To the extent the costs and
procedures associated with meeting new requirements are substantial, our sales
and profitability could be negatively affected.
OUR SALES COULD BE AFFECTED BY THIRD-PARTY REIMBURSEMENT POLICIES AND POTENTIAL
COST CONSTRAINTS
Our sales could be adversely affected by changes in reimbursement policies
of governmental or private health care payors. In the United States, health care
providers that purchase diagnostic products, such as hospitals and physicians,
generally rely on third party payors, principally private health insurance
plans, federal Medicare and state Medicaid, to reimburse all or part of the cost
of the procedure. We believe that the overall escalating cost of medical
products and services has led to and will continue to lead to increased
pressures on the health care industry, both foreign and domestic, to reduce the
cost of products and services, including our products. Given the efforts to
control and reduce health care costs in the United States in recent years, there
can be no assurance that currently available levels of reimbursement will
continue to be available in the future for Quidel's existing products or
products under development. Third-party reimbursement and coverage may not be
available or adequate in either U.S. or foreign markets, current reimbursement
amounts may be decreased in the future and future legislation, regulation or
reimbursement policies of third-party payors may reduce the demand for our
products or our ability to sell our products on a profitable basis.
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IF WE ARE NOT ABLE TO MANAGE OUR GROWTH STRATEGY, OUR EARNINGS MAY BE REDUCED
Quidel anticipates increased growth in the number of employees, the scope of
operating and financial systems and the geographic area of our operations as new
products are developed and commercialized. This growth may divert management's
attention from other aspects of our business, and will place a strain on
existing management, and operational, financial and management information
systems. To manage this growth, Quidel must continue to implement and improve
our operational and financial systems and to train, motivate, retain and manage
our employees. Furthermore, Quidel may expand into markets in which we have less
experience or incur higher costs. Should we encounter difficulties in managing
these tasks, our growth strategy may suffer and our sales and earnings could be
adversely affected.
OUR BUSINESS COULD BE NEGATIVELY AFFECTED BY THE LOSS OF KEY PERSONNEL OR OUR
INABILITY TO HIRE QUALIFIED PERSONNEL
Quidel's future success depends in part on our ability to retain our key
technical, sales, marketing and executive personnel, and our ability to identify
and hire additional qualified personnel. Competition for these personnel is
intense and if we are not able to retain existing key personnel, or identify and
hire additional qualified personnel, our business could be negatively impacted.
QUIDEL IS EXPOSED TO RISKS OF SIGNIFICANT PRODUCT LIABILITY, WHICH IF NOT
COVERED BY INSURANCE COULD HAVE AN ADVERSE EFFECT ON QUIDEL'S PROFITS
There is a risk of product liability claims arising from our testing,
manufacturing and marketing of medical diagnostic devices, both those currently
being marketed, as well as those under development. Potential product liability
claims may exceed the amount of our insurance coverage or may be excluded from
coverage under the terms of our policy. Also, if Quidel is held liable, our
existing insurance may not be renewed at the same cost and level of coverage as
presently in effect, or may not be renewed at all. If Quidel is held liable for
a claim against which we are not indemnified or for damages exceeding the limits
of our insurance coverage, that claim could have a material negative effect on
our results of operations.
OUR EARNINGS MAY BE REDUCED IF WE EXPERIENCE DIFFICULTIES INTEGRATING ACQUIRED
COMPANIES OR TECHNOLOGIES AFTER THE ACQUISITION
We may experience difficulties integrating our own operations with those of
companies or technologies that we may acquire, and there can be no assurance
that we will realize the benefits and cost savings that we believe the
acquisition will provide or that these benefits will be achieved within the time
frame we anticipate. The acquisitions may distract management from day-to-day
business and may require other substantial resources. Quidel may incur
restructuring and integration costs from combining other operations or
technologies with ours. These costs may be substantial and may include costs for
employee severance, relocation and disposition of excess assets and other
acquisition related costs. These costs could have a negative effect on profits.
FUTURE SALES BY EXISTING STOCKHOLDERS COULD DEPRESS THE MARKET PRICE OF OUR
COMMON STOCK AND MAKE IT MORE DIFFICULT FOR US TO SELL STOCK IN THE FUTURE
Upon completion of this offering, we will have outstanding approximately
25,679,000 shares of common stock. The shares offered in this prospectus are
eligible for resale in the market without restriction. In addition, on
September 8, 2000, a registration statement registering 950,000 shares of our
common stock became effective. We also have a substantial number of shares that
are issuable upon the exercise of warrants and options. Sales of any substantial
number of shares of our common stock in the public market may have an adverse
effect on the market price of our common stock. Any sustained sales of shares by
our existing or future stockholders or any increase in the average volume of
shares traded in the public market may adversely affect the market price of our
common stock. These sales also might make it more difficult for us to sell
equity or equity-related securities, including the common stock offered in this
prospectus, in the future at a time and price that we deem appropriate.
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USE OF PROCEEDS
We intend to use the net proceeds from the sale of the shares offered in
this prospectus, resulting from the exercise of the warrants, for general
corporate purposes. These purposes may include funding research and development,
capital expenditures, working capital, repayment of debt and investments.
PLAN OF DISTRIBUTION
We are registering the 950,000 shares offered in this prospectus pursuant to
the registration rights provisions of the Warrant Agreement dated March 20,
1990, between Quidel and American Stock Transfer & Trust Company. We are
offering these shares only to current warrantholders. A "warrantholder" may
include persons who receive warrants or shares from a warrantholder after the
date of this prospectus. We will bear all costs, expenses and fees in connection
with the registration of the shares offered in this prospectus. The
warrantholders will bear any brokerage commissions and similar selling expenses
that may result from their resale of the shares offered in this prospectus.
The shares offered by us through this prospectus will be issued upon
surrender of the associated warrant certificate, completion of documentation to
evidence the exercise of the warrant and payment of the exercise price of $7.50
per share in cash, to our warrant agent, American Stock Transfer & Trust
Company. Upon proper exercise of a warrant, our warrant agent will issue the
shares underlying the exercised warrant in the name of the person as directed by
the warrantholder. The warrantholder may exercise all or any portion of a
warrant beginning after the date that the registration statement relating to
this prospectus becomes effective and ending at 5:00 p.m. New York City time on
April 30, 2002. Once issued to a warrantholder upon proper exercise of a
warrant, the shares of common stock registered in the registration statement of
which this prospectus forms a part will be freely tradeable in the hands of
persons other than our affiliates.
We intend to distribute copies of this prospectus to the record holders of
our warrants promptly following the effective date of the registration statement
of which this prospectus forms a part. Any warrantholder who desires to purchase
shares under this prospectus must properly exercise his or her warrants on or
before April 30, 2002.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission. You may read or copy
any document that we file with the Securities and Exchange Commission at the
Commission's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. You may obtain information about the Public Reference Room by calling the
Securities and Exchange Commission for more information at 1-800-SEC-0330. Our
filings are also available at the Securities and Exchange Commission's web site
at HTTP://WWW.SEC.GOV.
We filed a registration statement on Form S-3 with the Securities and
Exchange Commission that covers the sale of the shares offered in this
prospectus. This prospectus is part of that registration statement, but does not
include all of the information included in the registration statement. You
should refer to the registration statement for additional information about us
and the shares offered in this prospectus. Statements that we have made in this
prospectus relating to any documents filed as an exhibit to the registration
statement or any document incorporated by reference into the registration
statement may not be complete. You should review the referenced document itself
for a complete understanding of its terms.
The Securities and Exchange Commission allows us to "incorporate by
reference" the information that we filed with it, which means that we can
disclose important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this
prospectus. Later information that we file with the Commission automatically
will update and
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supersede the information contained in this prospectus. We are incorporating by
reference the documents listed below and any future filings that we will make
with the Securities and Exchange Commission under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934:
1. Our Annual Report on Form 10-K for the transition period April 1, 1999
to December 31, 1999.
2. Our Proxy Statement for the Annual Meeting of Shareholders set for May
24, 2000.
3. Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2000.
4. Our Quarterly Report on Form 10-Q and Form 10-Q/A for the quarter ended
March 31, 2000.
5. Our Form 8-K filed on January 4, 2000.
6. Our Form 8-K filed on February 4, 2000.
7. The description of our common stock contained in the Registration
Statement on Form 8-A dated February 28, 1983, as amended by our report
on Form 8 dated February 26, 1991.
We mailed copies of our Annual Report and Proxy Statement to all persons who
were warrantholders as of March 31, 2000. We will provide to you, without
charge, a copy of the documents that we have incorporated by reference in this
prospectus (other than exhibits to such documents unless those exhibits are
specifically incorporated by reference into this prospectus). Written or oral
requests for documents should be directed to Margaret Kuhn, Investor Relations,
at 10165 McKellar Court, San Diego, CA 92121 (Telephone: (858) 552-1100).
You should only rely on the information included in or incorporated by
reference into this prospectus. We have not authorized anyone to provide you
with additional or different information. You should not assume that the
information in this prospectus or any supplement is accurate as of any date
other than the date of that document.
FORWARD-LOOKING STATEMENTS
In this prospectus, we use the words "believes," "anticipates," "intends"
and similar expressions to identify forward-looking statements. These statements
relate to risks and uncertainties which could cause actual results to differ
materially from those projected. You are cautioned not to place undue reliance
on these forward-looking statements which speak only as of the date hereof. We
have no obligation to update forward-looking statements to reflect the
occurrence of unanticipated events. You are urged to carefully review and
consider the disclosures that we have made under the caption entitled "Risk
Factors." We also advise you to review our reports on Forms 10-K, 10-Q and 8-K
filed with the Securities and Exchange Commission.
LEGAL MATTERS
The validity of the shares of common stock covered by this prospectus will
be passed upon by Gibson, Dunn & Crutcher LLP, 4 Park Plaza, Jamboree Center,
Irvine, California 92614.
EXPERTS
The consolidated financial statements of Quidel Corporation for the year
ended March 31, 1999 included in Quidel Corporation's Annual Report (Form 10-K)
for the period April 1, 1999 to December 31, 1999 have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference. Such consolidated financial
statements are incorporated herein by reference in reliance upon such report
given on the authority of such firm as experts in accounting and auditing.
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The consolidated financial statements as of December 31, 1999 and for the
nine-month period then ended incorporated by reference in this prospectus and
elsewhere in the registration statement have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their report with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said report.
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We have not authorized any person to give to you any information or to make
any representations different from those contained in this prospectus. If you
receive any different information, you should not rely on it. The delivery of
this prospectus shall not, under any circumstances, imply that we are operating
under the same conditions that we were operating under when this prospectus was
written. Do not assume that the information in this prospectus is correct as of
any time subsequent to the date as of which the information is given. This
prospectus does not constitute an offer to sell, or the solicitation of an offer
to buy, any securities other than the securities to which it relates. This
prospectus does not constitute an offer to sell, or the solicitation of any
offer to buy, any of the securities offered in this prospectus in any
circumstances in which it is unlawful to make the offer or solicitation.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
About This Prospectus................. 2
Quidel Corporation.................... 2
Risk Factors.......................... 2
Use Of Proceeds....................... 7
Plan of Distribution.................. 7
Where You Can Find More Information... 7
Forward-Looking Statements............ 8
Legal Matters......................... 8
Experts............................... 8
</TABLE>
950,000 SHARES
[LOGO]
COMMON STOCK
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PROSPECTUS
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SEPTEMBER 15, 2000
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