<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 21, 2000
REGISTRATION NO. 333-_____
================================================================================
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)
10165 MCKELLAR COURT
SAN DIEGO, CA 92121
(Address, including zip code, and telephone number,
including area code, of Registrant's Principal Executive Offices)
DELAWARE 325410 94-2573850
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
-------------------------
CHARLES J. CASHION
SENIOR VICE PRESIDENT,
CORPORATE OPERATIONS,
CHIEF FINANCIAL OFFICER
AND SECRETARY
10165 MCKELLAR COURT
SAN DIEGO, CA 92121
(858) 552-1100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-------------------------
COPIES TO:
MARK W. SHURTLEFF
GIBSON, DUNN & CRUTCHER LLP
JAMBOREE CENTER, 4 PARK PLAZA
IRVINE, CALIFORNIA 92614
(949) 451-3800
-------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the Registration Statement becomes effective.
If the only securities being registered in 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. |_|
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
======================================================================================================================
Proposed Proposed
Title of each Amount Maximum Maximum Amount of
Class of Securities to be Offering Aggregate Registration
to be Registered Registered (1)(2) Price Per Share(3) Offering Price Fee
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.001 per share 950,000 $7.50 $7,125,000 $1,881
======================================================================================================================
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act, this Registration Statement
includes additional shares of Common Stock that may be issued in connection
with a stock split, stock dividend, recapitalization, or similar
transaction which results in an increase in the number of shares of the
Registrant's Common Stock.
(2) Each share of Common Stock includes a right to purchase one
one-thousandth of a share of Series C Junior Participating Preferred
Stock, par value $.001 per share, of the Registrant, at an exercise
price of $24, pursuant to the Rights Agreement, dated as of December 31,
1996, as amended, between the Registrant and American Stock Transfer &
Trust Company, as Rights Agent.
(3) The warrant exercise price is fixed at $7.50.
================================================================================
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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
<PAGE>
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 August 18, 2000, the closing sale price for the common
stock was $7.25 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.
-------------
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.
-------------
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.
-------------
THE DATE OF THIS PROSPECTUS IS AUGUST __, 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, 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:
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- 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 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.
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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.
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.
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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.
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.
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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 August 21, 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
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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 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.
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.
8
<PAGE>
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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.
----------------------
TABLE OF CONTENTS
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
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950,000 SHARES
[LOGO]
COMMON STOCK
---------------
PROSPECTUS
---------------
__________, 2000
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14 OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
SEC Registration Fee........................... $ 1,881
Printing....................................... 5,000*
Legal Fees and Expenses........................ 20,000*
Accounting Fees and Expenses................... 20,000*
Miscellaneous.................................. 2,000*
------
*Total........................................ $ 48,881*
-----------
* This amount is an estimate that is subject to future contingencies.
The foregoing expenses will be paid in 2000. Additional expenses where
material will be reported, if necessary, by amendment to this Registration
Statement. Quidel will bear all expenses for the preparation and filing of the
Registration Statement and certain other expenses. The warrantholders will pay
no portion of the foregoing expenses.
ITEM 15 INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145(a) of the General Corporation Law of the State of Delaware
(the "DGCL") provides that a Delaware corporation may indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, other than an action by or in the right of the corporation, by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding if he or she 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 corporation, and,
with respect to any criminal action or proceeding, had no cause to believe his
or her conduct was unlawful.
Section 145(b) of the DGCL provides that a Delaware corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses actually
and reasonably incurred by such person in connection with the defense or
settlement of such action or suit if he or she acted under similar standards to
those set forth above, except that no indemnification may be made in respect to
any claim, issue or matter as to which such person shall have been adjudged to
be liable to the corporation unless and only to the extent that the court in
which such action or suit was brought shall determine that despite the
adjudication of liability, but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to be indemnified for such
expenses which the court shall deem proper.
Section 145 of the DGCL further provides that to the extent a director
or officer of a corporation has been successful in the defense of any action,
suit or proceeding referred to in subsection (a) and (b) of Section 145 or in
the defense of any claim, issue or matter therein, he or she shall be
indemnified against expenses actually and reasonably incurred by him or her in
connection therewith; that indemnification provided for by Section 145 shall not
be deemed exclusive of any other rights to which the indemnified party may be
entitled; and that the corporation may purchase and maintain insurance on behalf
of a director or officer of the corporation against any liability asserted
against such officer or director and incurred by him or her in any such capacity
or arising out of his or her status as such, whether or not the corporation
would have the power to indemnify him or her against such liabilities under
Section 145.
II-1
<PAGE>
Article 10 of Quidel's Certificate of Incorporation provides for
indemnification of directors, officers, employees and other agents to the
maximum extent permitted by the DGCL. As permitted by Section 102(b) (7) of the
DGCL, Quidel's Amended and Restated Bylaws provide that Quidel shall indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative, or investigative (other than an action by or in the
right of Quidel), and whether brought by a third party or by Quidel or in the
right of Quidel, by reason of the fact that he is or was a director or officer
of Quidel or subsidiary of Quidel or is or was serving at the request of Quidel
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of Quidel, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. No
indemnification shall be made in respect of any claim, issue, or matter as to
which such person shall have been adjudged to be liable to Quidel unless and
only to the extent that a court of competent jurisdiction has determined upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such court has deemed proper.
To the extent that a person who may be entitled to indemnification has
been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in the Amended and Restated Bylaws, or in defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith. Expenses incurred in defending or settling a civil or
criminal action, suit or proceeding by an individual who may be entitled to
indemnification shall be paid by Quidel in advance of the final disposition of
such action, suit or proceeding as authorized by the Board of Directors upon
receipt of an undertaking by or on behalf of the director or officer to repay
such amount if it ultimately is determined that no indemnification is owed.
To implement the provisions of the DGCL, Quidel's Certificate of
Incorporation and Quidel's Amended and Restated Bylaws, Quidel has entered
into Indemnification Agreements with each of its directors and officers. The
provisions of the Indemnification Agreements parallel the portions of the
Amended and Restated Bylaws described above. Under the Indemnification
Agreements, however, Quidel's indemnification obligation does not apply under
these additional circumstances: claims where the officer or director (a) is
adjudged to be liable to Quidel (unless a court of competent jurisdiction
determines that indemnification is proper); (b) initiated or brought the
claim voluntarily (except certain proceedings to establish or enforce a right
to indemnification); (c) has instituted any proceedings to enforce or
interpret the Indemnification Agreements, if a court of competent
jurisdiction determines that each of the material assertions in the
proceeding was not made in good faith or was frivolous; (d) is paid directly
under an insurance policy maintained by Quidel; or (e) is required to account
for profits in fact made from the purchase or sale of securities of Quidel
under Section 16(b) of the Securities Exchange Act of 1934. Absent the
Indemnification Agreements, the indemnification that might be available to
directors and officers could be changed by amendment to Quidel's Certificate
of Incorporation and Amended and Restated Bylaws. In the event of changes,
after the date of such Indemnification Agreements, in any applicable law,
statute or rule which expands the right of a Delaware corporation to
indemnify a member of its board of directors or an officer, such changes
shall be, IPSO FACTO, within the purview of the rights and obligations under
the Indemnification Agreements. The Company may seek directors and officers
liability insurance against the cost of defense, settlement or payment of a
judgment under certain circumstances.
ITEM 16 EXHIBITS.
Set forth below is a list of the exhibits filed as part of this
Registration Statement:
EXHIBIT NO. EXHIBIT
4.1 Certificate of Incorporation, as amended (incorporated by reference
to Exhibit 3.1 to Quidel's Current Report on Form 8-K dated
February 26, 1991)
4.2 Amended and Restate Bylaws (incorporated by reference to Exhibit 3.2
to Quidel's Current Report on Form 8-K dated June 16, 1995)
II-2
<PAGE>
4.3 Warrant Agreement dated March 20, 1990, between Quidel and American
Stock Transfer & Trust Company (incorporated by reference to
Exhibit 10.3 to Quidel's Form 10-K dated March 31, 1995)
5.1 Opinion of Gibson, Dunn & Crutcher LLP as to the legality of the
securities registered hereby
23.1 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, independent auditors
23.3 Consent of Arthur Andersen LLP, independent public accountants
24.1 Power of Attorney (contained on the signature page of this
Registration Statement)
ITEM 17 UNDERTAKINGS.
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 of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this registration statement. Notwithstanding the foregoing, any
increase or decrease in volume or securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b), if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective 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 (1)(i) and (l)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and 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 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 as that time shall be deemed to be the initial BONA
FIDE offering thereof;
(3) To remove from registration by means of post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit's plan annual report
II-3
<PAGE>
pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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.
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons controlling the registrant pursuant to the provisions described in
Item 15 above, the registrant has been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 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 of 1933 and will be
governed by the final adjudication of such issue.
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<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended,
I certify that I have reasonable grounds to believe that Quidel Corporation
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 August 18,
2000.
QUIDEL CORPORATION
BY: /s/ Charles J. Cashion
--------------------------
Charles J. Cashion
Senior Vice President,
Corporate Operations,
Chief Financial Officer and Secretary
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Charles J. Cashion and Andre de Bruin 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 his or 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 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, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
Date: August 18, 2000
/s/ ANDRE DE BRUIN /s/ CHARLES J. CASHION
------------------------------------- ------------------------------------------
Andre de Bruin Charles J. Cashion
President and Chief Executive Officer Senior Vice President,
(Principal Executive Officer), Corporate Operations,
Vice Chairman of the Board Chief Financial Officer and Secretary
(Principal Financial Officer and Principal
Accounting Officer)
/s/ RICHARD C. E. MORGAN /s/ JOHN D. DIEKMAN
------------------------------------- ------------------------------------------
Richard C. E. Morgan John D. Diekman, Ph.D., Director
Chairman of the Board
/s/ THOMAS A. GLAZE /s/ MARGARET G. MCGLYNN
------------------------------------- ------------------------------------------
Thomas A. Glaze, Director Margaret G. McGlynn, R.Ph., Director
/s/ MARY LAKE POLAN /s/ FAYE WATTLETON
------------------------------------- ------------------------------------------
Mary Lake Polan, M.D., Ph.D., Faye Wattleton, Director
Director
/s/ GEORGE W. DUNBAR, JR.
-------------------------------------
George W. Dunbar, Jr., Director
II-5
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
4.1 Certificate of Incorporation, as amended (incorporated by
reference to Exhibit 3.1 to Quidel's Current Report on Form 8-K
dated February 26, 1991)
4.2 Amended and Restate Bylaws (incorporated by reference to Exhibit
3.2 to Quidel's Current Report on Form 8-K dated June 16, 1995)
4.3 Warrant Agreement dated March 20, 1990, between Quidel and
American Stock Transfer & Trust Company (incorporated by
reference to Exhibit 10.3 to Quidel's Form 10-K dated
March 31, 1995)
5.1 Opinion of Gibson, Dunn & Crutcher LLP as to the legality of the
securities registered hereby
23.1 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, independent auditors
23.3 Consent of Arthur Andersen LLP, independent public accountants
24.1 Power of Attorney (contained on the signature page of this
Registration Statement)
