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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 21, 2000
QUIDEL CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 0-10961 94-2573850
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
10165 McKeller Court
San Diego, CA 92121
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (858) 552-1100
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
REGISTRATION RIGHTS TRIGGERED.
On March 20, 1990, Quidel Corporation (then Monoclonal Antibodies, Inc.)
entered into a Stipulation of Settlement with respect to a securities class
action lawsuit. As approved by the court in 1992, Quidel issued to 1,376
individuals and entities ten-year warrants to purchase an aggregate of
950,000 shares of Quidel Common Stock at an exercise price of $7.50 per
share.
Under the terms of the Warrant Agreement, the warrants may not be
exercised before the shares of Quidel common stock underlying the warrants
are registered. Quidel was obligated to use its best efforts to register the
shares promptly after the average bid and ask (closing) price of Quidel
shares on the Nasdaq National Market is (i) at least $6.50 per share for
twenty consecutive days or (ii) at least $7.50 per share for ten consecutive
days. The warrants themselves were registered on Form 8-A in 1992 and are
listed on the Nasdaq National Market under the symbol QDELW. The warrants
expire by their terms on April 30, 2002.
The $6.50 closing price twenty-day threshold was met on January 21,
2000. Quidel will promptly prepare and file a "shelf" Registration Statement
on Form S-3 under Rule 415 covering the 950,000 underlying shares.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
10.8 Form of Warrant Agreement, incorporated by reference from
Monoclonal Antibodies Inc. Exhibit 2 to its 1992 Registration Statement on
Form 8-A.
2
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
QUIDEL CORPORATION
Date: February 4, 2000 By: /s/Charles J. Cashion
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Charles Cashion
Senior Vice President,
Corporate Operations
Chief Financial Officer and
Secretary
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
10.8 Form of Warrant Agreement, incorporated by reference from
Monoclonal Antibodies, Inc. Exhibit 2 to its 1992 Registration
Statement on Form 8-A.
3
