As filed with the Securities and Exchange Commission on
December __, 1995 Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DIONEX CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 94-2647429
(State of Incorporation) (I.R.S. Employer
Identification No.)
501 Mercury Drive
Sunnyvale, California 94086
(408) 737-0700
(Address and telephone number of principal executive offices)
Dionex Corporation Stock Option Plan
(formerly, the 1990 Stock Option Plan)
(Full title of the plan)
A. Blaine Bowman
President and Chief Executive Officer
Dionex Corporation
501 Mercury Drive
Sunnyvale, California 94086
(408) 737-0700
(Name, address and telephone number of agent for service)
------------
Copies to:
Christopher A. Westover, Esq.
Cooley Godward Castro Huddleson & Tatum
One Maritime Plaza, 20th Floor
San Francisco, California 94111
(415) 693-2000
Total Number of Pages:
Exhibit Index at Page:
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CALCULATION OF REGISTRATION FEE
Title of Securities Amount to be Proposed Maximum
to be Registered Registered Offering Price Per
Share (1) Price (1)
Common Stock (par 350,000 $56.50
value $.001)
Proposed Maximum Amount of
Aggregate Offerring Registration Fee
$19,775,000 $6,819.00
(1)Estimated solely for the purpose of calculating the amount of
the registration fee pursuant to Rule 457(h). The price per share and
aggregate offering price are based upon the closing price of
Registrant's Common Stock on December 12, 1995 as reported on the
Nasdaq National Market.
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
<PAGE>
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT
ON FORM S-8 NO. 33-40796
The contents of Registration Statement on Form S-8 No. 33-40796 filed
with the Securities and Exchange Commission on May 23, 1991, are
incorporated by reference herein.
EXHIBITS
Exhibit
Number
4.1* Restated Certificate of Incorporation, filed with the Delaware
Secretary of State on December 12, 1988
4.2* Bylaws, as amended on October 21, 1988
5.1 Opinion of Cooley Godward Castro Huddleson & Tatum
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Cooley Godward Castro Huddleson & Tatum (see Exhibit
5.1)
24.1 Power of Attorney (See page 4 of Registration Statement)
99.1** Dionex Corporation Stock Option Plan
* Incorporated by reference to the Registrant's Annual Report on
Form 10-K filed on September 20, 1989.
** Incorporated by reference to the Registrant's Annual Report on
Form 10-K filed on September 26, 1995.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities
Act of 1933, as amended, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Sunnyvale, State of California, on December 15, 1995.
DIONEX CORPORATION
By: /s/ Michael W. Pope
Michael W. Pope
Vice President and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints A. Blaine Bowman and
Michael W. Pope, and each or any one of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitutes or substitute, 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 and on the dates indicated.
Signature Title Date
/s/ A. Blaine Bowman President, Chief Executive December 15, 1995
(A. Blaine Bowman) Officer and Director
/s/ Michael W. Pope Vice President and Chief December 15, 1995
(Michael W. Pope) Financial Officer (Principal
Financial and Accounting
Officer)
/s/ David L. Anderson Director December 15, 1995
(David L. Anderson)
/s/ James F. Battey Director December 15, 1995
(James F. Battey)
/s/ B.J. Moore Director December 15, 1995
(B.J. Moore)
<PAGE>
EXHIBIT INDEX
Exhibit Sequential
Number Description Page Number
4.1* Restated Certificate of Incorporation, filed
with the Delaware Secretary of State on
December 12, 1988
4.2* Bylaws, as amended on October 21, 1988
5.1 Opinion of Cooley Godward Castro Huddleson
& Tatum
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Cooley Godward Castro Huddleson
& Tatum (see Exhibit 5.1)
24.1 Power of Attorney (See page 4 of Registration
Statement)
99.1** Dionex Corporation Stock Option Plan
___________________________
* Incorporated by reference to the Registrant's Annual Report on
Form 10-K filed on September 20, 1989.
** Incorporated by reference to the Registrant's Annual Report on
Form 10-K filed on September 26, 1995.
<PAGE>
Exhibit 5.1
December 15, 1995
Dionex Corporation
501 Mercury Drive
Sunnyvale, CA 94088-3603
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in
connection with the filing by Dionex Corporation (the "Company") of a
Registration Statement on Form S-8 (the "Registration Statement") with
the Securities and Exchange Commission covering the offering of up to
350,000 shares of the Company's Common Stock, $.001 par value, (the
"Shares") pursuant to the Dionex Corporation Option Plan (the "Plan).
In connection with this opinion, we have examined the Registration
Statement and related Prospectus, your Certificate of Incorporation and
By-laws, as amended, and such other documents, records, certificates,
memoranda and other instruments as we deem necessary as a basis for this
opinion. We have assumed the genuineness and authenticity of all
documents submitted to us as originals, the conformity to originals of
all documents submitted to us as copies thereof, and the due execution
and delivery of all documents where due execution and delivery are a
prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the
opinion that the Shares, when sold and issued in accordance with the
Plan, the Registration Statement and related Prospectus, will be validly
issued, fully paid, and nonassessable (except as to shares issued
pursuant to certain deferred payment arrangements, which will be fully
paid and nonassessable when such deferred payments are made in full).
We consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
Cooley Godward Castro
Huddleson & Tatum
Christopher A. Westover
<PAGE>
Exhibit 23.1
CONSENT OF DELOITTE & TOUCHE LLP
We consent to the incorporation by reference in this Registration
Statement of Dionex Corporation on Form S-8 of our reports dated
July 24, 1995, appearing and incorporated by reference in the Annual
Report on Form 10-K of Dionex Corporation for the year ended
June 30, 1995.
DELOITTE & TOUCHE LLP
San Jose, California
December 11, 1995
