UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
Registration Statement under the Securities Act of 1933
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MOLECULAR BIOSYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 36-3078632
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
10030 Barnes Canyon Road
San Diego, California 92121
(Address of principal executive offices)
Molecular Biosystems, Inc.
1993 Stock Option Plan
(Full title of the plan)
Bobba Venkatadri
President and Chief Executive Officer
Molecular Biosystems, Inc.
10030 Barnes Canyon Road
San Diego, California 92121
(619) 452-0681
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Title of Amount To Be Proposed Maximum Proposed Maximum Amount of
Securities Registered Offering Price Aggregate Registration
To Be Per Share(1) Offering Fee(1)
Registered Price(1)
- ------------- ------------ --------------- ----------------- ---------------
- ------------- ------------ --------------- ----------------- ---------------
Common Stock,
par value 750,000
$.01 per share shares $9.06 $6,795,000.00 $2,059.09
- ------------- ------------ --------------- ----------------- ---------------
(1) Computed pursuant to Rule 457(c), in accordance with Rule 457(h)(1), on
the basis of the average of the high and low sales prices of a share of
the Registrant's Common Stock reported on the New York Stock Exchange,
Inc. on September 2, 1997.
<PAGE>
INCORPORATION OF EARLIER REGISTRATION STATEMENT
This Registration Statement on Form S-8 is filed in respect of 750,000
shares of the Registrant's Common Stock, par value $.01 per share, issuable upon
the exercise of options granted or to be granted under the Molecular Biosystems,
Inc. 1993 Stock Option Plan (the "Plan").
An earlier Registration Statement on Form S-8, Registration No. 33-78572,
is effective in respect of 2,500,000 shares of the Registrant's Common Stock
issuable upon the exercise of options granted or to be granted under the Plan.
In accordance with General Instruction E ("Registration of Additional
Securities") to Form S-8, the contents of this earlier Registration Statement
are incorporated by reference.
The Registrant's response to Item 5 in the earlier Registration Statement
is, however, updated as follows:
Item 5. Interests of Named Experts and Counsel
The legality of the Shares is being passed upon for the Registrant by
Johnson and Colmar, 300 South Wacker Drive, Suite 1000, Chicago, Illinois 60606,
who serve as the Registrant's outside general counsel.
Craig P. Colmar, who is a partner of Johnson and Colmar, is also the
Company's Secretary. Mr. Colmar owns of record and beneficially 1,000 shares of
Common Stock, and other partners of Johnson and Colmar own of record and
beneficially a further 1,200 shares. In addition, Mr. Colmar holds options to
purchase 35,750 shares of the Registrant's Common Stock. These stock options
were granted at option prices equal to the fair market value of the Registrant's
Common Stock on the dates of grant.
Item 8. Exhibits
4.1 First Amendment to Molecular Biosystems, Inc. 1993 Stock Option Plan
5.1 Opinion of Johnson and Colmar
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Johnson and Colmar (filed as part of Exhibit 5.1)
24.1 Power of attorney (included under the caption "Power of Attorney"
on page 3).
<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 San Diego, State of California, on September 8,
1997.
Molecular Biosystems, Inc.
By: /s/ BOBBA VENKATADRI
Bobba Venkatadri
President and Chief
Executive Officer
Power of Attorney
Each person whose signature appears below who is then an officer or
director of the Registrant authorizes Bobba Venkatadri and Gerard A. Wills, or
either of them, with full power of substitution and resubstitution, to sign in
his name and to file any amendments (including post-effective amendments) to
this Registration Statement) and all related documents necessary or advisable to
enable the Registrant to comply with the Securities Act of 1933, as amended, in
connection with the registration of the securities which are covered by this
Registration Statement, which amendments may make such changes in this
Registration Statement (as it may be so amended) as Bobba Venkatadri or Gerard
A. Wills or either of them, may deem appropriate, and to do and perform all
other related acts and things necessary to be done.
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 dates indicated.
<PAGE>
Name Title Date
/s/ BOBBA VENKATADRI President, Chief Executive September 8, 1997
Bobba Venkatadri Officer and a Director
(Principal Executive Officer)
/s/ GERARD A. WILLS Vice President, Finance and Chief September 8, 1997
Gerard A. Wills Financial Officer (Principal
Financial and Accounting Officer)
/s/ KENNETH J. WIDDER, M.D Chairman of the September 8, 1997
Kenneth J. Widder, M.D. Board of Directors
/s/ DAVID W. BARRY, M.D. Director September 8, 1997
David W. Barry, M.D.
/s/ ROBERT W. BRIGHTFELT Director September 8, 1997
Robert W. Brightfelt
/s/ CHARLES C. EDWARDS, M.D. Director September 8, 1997
Charles C. Edwards, M.D.
/s/ JERRY T. JACKSON Director September 8, 1997
Jerry T. Jackson
/s/ GORDON C. LUCE Director September 8, 1997
Gordon C. Luce
/s/ DAVID RUBINFIEN Director September 8, 1997
David Rubinfien
<PAGE>
Index to Exhibits
Exhibit Description Sequentially
Number Numbered
Page
4.1 First Amendment to Molecular Biosystems, Inc.
1993 Stock Option Plan 6
5.1 Opinion of Johnson and Colmar 7
23.1 Consent of Arthur Andersen LLP 9
23.2 Consent of Johnson and Colmar
(filed as part of Exhibit 5.1) -
24.1 Power of Attorney (included under the caption
"Power of Attorney" on page 3) -
<PAGE>
Exhibit 4.1
First Amendment to
Molecular Biosystems, Inc. 1993 Stock Option Plan
The first sentence of Paragraph 3.2 ("Maximum Number of Options") of the
Molecular Biosystems, Inc. 1993 Stock Option Plan is amended to read as
follows:
The maximum number of shares of Common Stock for which Options may be
granted is 3,250,000 (subject to adjustment as provided in Paragraph
8.1).
<PAGE>
Exhibit 5.1
[Letterhead]
September 8, 1997
Board of Directors
Molecular Biosystems, Inc.
10030 Barnes Canyon Road
San Diego, California 92121
Re: Registration Statement on Form S-8 -
1993 Stock Option Plan
Gentlemen:
We have acted as counsel to Molecular Biosystems, Inc. (the "Company") in
connection with the preparation and filing with the Securities and Exchange
Commission of a Registration Statement on Form S-8 (the "Registration
Statement") for the registration under the Securities Act of 1933, as amended,
of an additional 750,000 shares of the Company's Common Stock, par value $.01
per share (the "Shares"), to be issued upon the exercise of options granted or
to be granted under the Molecular Biosystems, Inc. 1993 Stock Option Plan, as
amended by a First Amendment (as amended, the "Plan").
As such counsel, we have examined the Plan, the Registration Statement,
the Company's certificate of incorporation and by-laws, each as amended to date,
minutes of meetings and records of proceedings of the Company's Board of
Directors and stockholders, and such other matters of fact and questions of law
as we have considered necessary to form the basis of our opinion. In the course
of this examination, we have assumed the genuineness of all signatures, the
authenticity of all documents and certificates submitted to us as originals by
representatives of the Company, public officials and third parties, and the
conformity to and authenticity of the originals of all documents and
certificates submitted to us as copies.
<PAGE>
Board of Directors
September 8, 1997
Page Two
On the basis of our examination, we are of the opinion that the Company
has duly authorized and reserved the Shares for issuance upon the exercise of
options granted or to be granted under the Plan and that, when issued upon the
exercise and in accordance with the terms of options granted or to be granted
under the Plan (including, but not limited to, the terms of payment of the
option price), the Shares will be will be validly issued, fully paid and
non-assessable.
We consent to the use of our opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ JOHNSON AND COLMAR
Johnson and Colmar
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated May 6, 1997
included in Molecular Biosystems, Inc.'s Form 10-K for the year ended March
31, 1997 and to all references to our Firm included in this registration
statement.
Arthur Andersen LLP
San Diego, California
September 12, 1997
