As filed with the Securities and Exchange Commission on December 22, 1999
Registration No. 333-
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, CA 94086
(Address of principal executive offices)
Dionex Corporation Stock Option Plan
(Full title of the plans)
A. Blaine Bowman
President and Chief Executive Officer
501 Mercury Drive
Sunnyvale, CA 94086
(408) 737-0700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Christopher A. Westover, Esq.
Jodie M. Bourdet, Esq.
Cooley Godward LLP
One Maritime Plaza, 20th Floor
San Francisco, CA 94111
(415) 693-2000
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered Shares of Common Stock, $0.001
par value per share, reserved for
future grant under the Dionex
Corporation Stock Option Plan
Amount to be Registered 650,000
Proposed Maximum Offering Price Per Share(1) $42.875
Proposed Maximum Aggregate Offering Price (1) $27,868,750.00
Amount of Registration Fee $7,357.35
(1) Estimated solely for the purpose of calculating the amount of the
registration fee. The offering price per share and aggregate offering
price are based upon the average of the high and low prices of Dionex
Corporation ("Registrant" or "Company") Common Stock as reported on the
Nasdaq National Market on December 15, 1999 for shares available for grant
pursuant to the Stock Option Plan (pursuant to Rule 457(c) under the Act).
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INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8
NOS. 33-40796, 33-65081 AND 333-39319
The contents of the Registration Statements on Form S-8 Nos.
33-40796, 33-65081 and 333-39319 filed with the Securities and
Exchange Commission on May 23, 1991, December 18, 1995 and
November 3, 1997, respectively, are incorporated by reference
herein with such modifications as are set forth below.
An Amendment to the Dionex Corporation Stock Option Plan
(the "Plan") by the Board in July 1999, approved by the
stockholders in October 1999, increased the number of shares of
the Company's Common Stock authorized for issuance under the Plan
from 6,000,000 shares to 6,650,000 shares.
EXHIBITS
Exhibit
Number
5.1 Opinion of Cooley Godward LLP
23.1 Independent Auditors' Consent
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1
to this Registration Statement
24.1 Power of Attorney is contained on the signature pages
99.1 Dionex Corporation Stock Option Plan and forms of grant
thereunder (1)
(1) Filed as an exhibit to the Form S-8 Registration Statement
(Registration No. 333-39319) on November 3, 1997, and
incorporated herein by reference.
<PAGE>
SIGNATURES
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 16, 1999.
DIONEX CORPORATION
By: /s/ Craig A. McCollam
Craig A. McCollam
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 Craig A. McCollam, 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 December 16, 1999
(A. BLAINE BOWMAN) Executive Officer
and Director
/s/Craig A. McCollam Vice President, Finance December 16, 1999
(CRAIG A. MCCOLLAM) and Administration (Principal
Financial and Accounting
Officer)
/s/David L. Anderson Director December 16, 1999
(DAVID L. ANDERSON)
/s/James F. Battey Director December 16, 1999
(JAMES F. BATTEY)
/s/B.J. Moore Director December 16, 1999
(B.J. MOORE)
/s/Riccardo Pigliucci Director December 16, 1999
(RICCARDO PIGLIUCCI)
<PAGE>
EXHIBIT INDEX
Exhibit Page
Number Description Number
5.1 Opinion of Cooley Godward LLP 7
23.1 Independent Auditors' Consent 8
23.2 Consent of Cooley Godward LLP is contained
in Exhibit 5.1 to this Registration
Statement --
24.1 Power of Attorney is contained on the
signature pages. --
99.1 Dionex Corporation Stock Option Plan and
forms of grant thereunder (1) --
(1) Filed as an exhibit to the Form S-8 Registration Statement
(Registration No. 333-39319) on November 3, 1997, and
incorporated herein by reference.
Exhibit 5.1
December 22, 1999
Dionex Corporation
501 Mercury Drive
Sunnyvale, CA 94086
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 650,000 shares of the
Company's Common Stock, $0.001 par value per share, (the
"Shares") pursuant to the Dionex Corporation Stock 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 LLP
By: /s/ Christopher A. Westover
Christopher A. Westover
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Dionex Corporation on Form S-8 of our reports dated
July 21, 1999, appearing in and incorporated by reference in the
Annual Report on Form 10-K of Dionex Corporation for the year
ended June 30, 1999.
DELOITTE & TOUCHE LLP
San Jose, California
December 17, 1999
