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As filed with the Securities and Exchange Commission on September 1, 2000
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Hycor Biomedical Inc.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 58-1437178
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
7272 CHAPMAN AVENUE 92841
GARDEN GROVE, CALIFORNIA (Zip Code)
(Address of Principal Executive Offices)
HYCOR BIOMEDICAL INC.
2000 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
Reginald P. Jones
Senior Vice President and Chief Financial Officer
Hycor Biomedical Inc.
7272 Chapman Avenue
Garden Grove, California 92841
(Name and Address of Agent For Service)
(714) 933-3000
(Telephone Number, Including Area Code, of Agent for Service)
Please address a copy of all communications to:
Stephen D. Cooke, Esq.
Paul, Hastings, Janofsky & Walker LLP
695 Town Center Drive, 17th Floor
Costa Mesa, California 92626-1924
Telephone: (714) 668-6200
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share(1) Price Fee
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Common Stock,
Par Value $0.01
Per Share 300,000 shares $7.00 $2,100,000 $555
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(1) Calculated pursuant to Rules 457(c) and 457(h)(1), based on the
average of the high and low sale prices ($7.00 per share) of the
Common Stock of the Registrant on the Nasdaq Stock Market on August
29, 2000.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
*Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance
with Rule 428(a)(1) under the Securities Act and the Note to Part I of
Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are hereby incorporated into this Registration
Statement and made a part hereof by this reference:
(a) The Annual Report on Form 10-K of Hycor Biomedical Inc. (the
"Company") for the fiscal year ended December 31, 1999, filed
with the Securities and Exchange Commission ("Commission")
pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act");
(b) The Quarterly Report on Form 10-Q for the Company for the
quarter ended March 31, 2000, filed with the Commission
pursuant to the Exchange Act;
(c) The Quarterly Report on Form 10-Q for the Company for the
quarter ended June 30, 2000, filed with the Commission
pursuant to the Exchange Act;
(d) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by
the Registrant document referred to in (a) above; and
(e) The description of the common stock contained in the Company's
registration statement filed under Section 12 of the Exchange
Act, including any amendment or report filed for the purpose
of updating such description.
In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such documents with
the Commission.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes a court
to award, or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances against reasonable expenses incurred
in defending against a claim. Article Twelfth of the Company's Certificate of
Incorporation, as amended, provides for indemnification of its directors,
officers, employees and other agents to the maximum extent permitted by the
Delaware General Corporation law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
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Not applicable
ITEM 8. EXHIBITS
The exhibits filed as part of this Registration Statement are as
follows:
Exhibit Number Description of Exhibit
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4 Hycor Biomedical Inc. 2000 Employee Stock Purchase Plan
5 Opinion of Paul, Hastings, Janofsky & Walker LLP as to the
legality of the securities being registered
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Paul, Hastings, Janofsky & Walker LLP (included
in the opinion filed as Exhibit 5)
24 Power of Attorney authorizing J. David Tholen and Reginald
P. Jones to sign amendments to this Registration Statement
on behalf of officers and directors of the Registrant
(contained on Signature Page of Registration Statement)
ITEM 9. UNDERTAKINGS
(1) The Company hereby undertakes:
(a) 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;
(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;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
this Registration Statement or any material change to
such information in this Registration Statement;
provided, however, that the undertakings set forth in
paragraphs (a)(i) and (a)(ii) above do not apply if 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 Company
pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration
Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment to this
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.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain
unsold at the termination of the offering.
(2) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this 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.
(3) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised
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that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company 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 Company 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 and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Garden Grove, State of California, on this 29th day
of August, 2000
HYCOR BIOMEDICAL INC.
By: /s/ J. David Tholen
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J. DAVID THOLEN, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints J. David Tholen and Reginald P. Jones,
jointly and severally, his or her attorneys-in-fact, each with power of
substitution for him or her in any and all capacities, to sign any amendments to
this Registration Statement, and to file the same, with the exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may 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 below by the following persons in the
capacities and on the date indicated.
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/s/ J. David Tholen August 29, 2000
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J. DAVID THOLEN, PRESIDENT, CHIEF Date
EXECUTIVE OFFICER AND DIRECTOR
(PRINCIPAL EXECUTIVE OFFICER)
/s/ Reginald P. Jones August 29, 2000
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REGINALD P. JONES, SENIOR VICE PRESIDENT, Date
CHIEF FINANCIAL OFFICER AND DIRECTOR
(PRINCIPAL FINANCIAL OFFICER)
/s/ Armando Correa August 29, 2000
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ARMANDO CORREA, Date
DIRECTOR, FINANCE
(PRINCIPAL ACCOUNTING OFFICER)
/s/ Samuel D. Anderson August 29, 2000
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SAMUEL D. ANDERSON, CHAIRMAN Date
/s/ David S. Gordon August 29, 2000
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DAVID S. GORDON, DIRECTOR Date
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EXHIBIT INDEX
Exhibits
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4 Hycor Biomedical Inc. 2000 Employee Stock Purchase Plan
5 Opinion of Paul, Hastings, Janofsky & Walker LLP as to the
legality of the securities being registered
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Paul, Hastings, Janofsky & Walker LLP (included
in the opinion filed as Exhibit 5)
24 Power of Attorney authorizing J. David Tholen and Reginald
P. Jones to sign amendments to this Registration Statement
on behalf of officers and directors of the Registrant
(contained on Signature Page of Registration Statement)
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