As filed with the Securities and Exchange Commission on January 19, 1996.
Registration No. 33-___________
==========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
APPLIED BIOSCIENCE INTERNATIONAL INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 22-2734293
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
4350 North Fairfax Drive, Arlington, Virginia 22203
(Address of Principal Executive Offices) (Zip Code)
APPLIED BIOSCIENCE INTERNATIONAL INC. EXECUTIVE RETIREMENT PLAN
( Full Title of the Plan)
Stephen L. Waechter
Chief Financial Officer
Applied Bioscience International Inc.
4350 North Fairfax Drive
Arlington, Virginia 22203
-------------------------------------------------
(Name and Address of Agent for service)
(703) 516-2490
(Telephone number, including Area Code, of Agent for service)
Copies to:
Craig E. Chason, Esq.
Shaw, Pittman, Potts & Trowbridge
2300 N Street, N.W.
Washington, D.C. 20037
CALCULATION OF REGISTRATION FEE
<TABLE><CAPTION>
- ------------------------------------------------------------------------------------------
Title of Proposed Maximum Proposed Maximum
Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered (1) Per Share (2) Price (2) Registration Fee
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 65,624 shares $6.6875 $438,861 $151
$0.01 par
value per share
- ------------------------------------------------------------------------------------------
</TABLE>
(1) The Registration Statement shall also cover any additional shares of Common
Stock which become issuable by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt
of consideration which results in an increase in the number of the issuer's
outstanding shares of common stock.
(2) Estimated solely for the purpose of computing the registration fee on the
basis of the average of the high and low sales prices of the Registrant's
Common Stock as reported by the Nasdaq National Market System on January
15, 1996, pursuant to Rule 457(c) under the Securities Act of 1933.
<PAGE>
PROSPECTUS
- ----------
APPLIED BIOSCIENCE INTERNATIONAL INC.
65,624 SHARES OF
COMMON STOCK
($.01 par value)
All of the shares of Common Stock, par value $.01 per share (the "Common
Stock"), of Applied Bioscience International Inc. (the "Company") offered by
this Prospectus are outstanding shares which, when offered for sale hereunder,
will be offered and sold for the account of Geoffrey K. Hogan and John H.
Timoney (collectively, the "Selling Stockholders"), stockholders of the Company.
The Company will not receive any proceeds from the sale of such shares. See
"Selling Stockholders."
Such shares represent restricted stock awards granted under the Applied
Bioscience International Inc. Executive Retirement Plan (the "Plan"). All of
such shares are or were subject to certain limitations and restrictions
(including certain vesting requirements) imposed by the terms of the Plan, and
none of such shares may be resold until such restrictions and limitations have
lapsed. It is anticipated that, upon the lapse of such restrictions, such
shares will be sold from time to time through customary brokerage channels,
either through broker-dealers acting as agents for the Selling Stockholders or
through broker-dealers acting as principals who may then resell such shares in
the over-the-counter market or otherwise, or through privately negotiated sales
at negotiated prices, or by a combination of such methods. There is no
underwriting agreement with respect to the shares covered by this Prospectus.
The Selling Stockholders may pay commissions to designated broker-dealers for
assisting in the placement of the shares; any such commissions will be subject
to negotiation. See "Plan of Distribution."
The Company has agreed to bear all of the expenses incurred by it in
connection with the registration of the shares covered by this Prospectus. Each
of the Selling Stockholders has agreed to pay his or her own expenses, including
any brokerage commissions, personal legal fees or similar expenses, relating to
any offer or sale of such Selling Stockholder's shares.
The Common Stock of the Company is quoted on the National Market System of
the National Association of Securities Dealers Automated Quotation System
("Nasdaq National Market"). On January 15, 1996, the closing sales price for
the Common Stock, as reported on the Nasdaq National Market, was $6.75 per
share.
____________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is January 19, 1996.
<PAGE>
AVAILABLE INFORMATION
Applied Bioscience International Inc. is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and, in accordance therewith, files reports, proxy statements and other
information with the Securities and Exchange Commission (the "SEC"). Such
reports, proxy statements and other information filed by the Company may be
inspected and copied at the public reference facilities maintained by the SEC
at its offices at 450 Fifth Street, N.W., Washington, D.C. 20549, and at its
regional offices located at 75 Park Place, New York, New York 10007 and at Suite
1400, 500 West Madison Street, Chicago, Illinois 60661-2511. Copies of such
material also can be obtained by mail from the Public Reference Section of the
SEC, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the SEC are incorporated herein by reference:
1. The Registration Statement on Form S-8 for the Plan as filed with the
SEC herewith;
2. The Company's Annual Report on Form 10-K for the year ended December
31, 1994, as amended on May 5, 1995 and July 28, 1995;
3. The Company's Quarterly Report on Form 10-Q for the periods ended
March 31, 1995, June 30, 1995 and September 30, 1995;
4. The Company's Current Report on Form 8-K (Date of Event: November 21,
1995), as filed with the SEC on December 6, 1995;
5. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A (No. 0-15515); and
6. All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of the offering of the shares of Common
Stock covered hereby shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of such documents.
Any statement contained herein or in a document incorporated hereby by
reference shall be deemed modified or superseded for purposes of this Prospectus
to the extent that any subsequently filed document which is incorporated by
reference herein modifies or supersedes such statement.
This Prospectus incorporates documents by reference which are not included
herein or delivered herewith. Copies of these documents except for the exhibits
to such documents (unless the exhibits are specifically incorporated by
reference in such documents), are available upon request. Requests should be
directed to Applied Bioscience International Inc., 4350 North Fairfax Drive,
Arlington, Virginia 22203-1627, Attention: Corporate Secretary, telephone
number: (703) 516-2490.
2
<PAGE>
THE COMPANY
Applied Bioscience International Inc. (the "Company") provides a broad
range of research and consulting services in the life and environmental
sciences. Services provided include clinical research and development of
pharmaceutical products, biologicals and medical devices; chemical risk
assessment and risk management; and analytical laboratory services. Such
services are provided under contract to clients in the pharmaceutical, general
chemical, agrochemical, biotechnology and other industries throughout the world.
The Company has grown through internal expansion and through acquisitions,
including the acquisition of ENVIRON International Corporation in 1990 and
Pharmaco Dynamics Research, Inc. in 1992. The Company operates through two
operating groups, the Life Sciences Group and the Environmental Sciences Group.
The Company's Life Sciences Group provides a broad range of inter-related
life science-related services through Pharmaco LSR International Inc. (including
its direct and indirect subsidiaries), Pharmaco UK Ltd. and Chicago Center for
Clinical Research, wholly owned subsidiaries of the Company. The Company
recently sold its toxicology testing business to Huntingdon International
Holdings plc ("Huntingdon"), including two laboratories, one located in the
United Kingdom and the other located in the United States.
Pharmaco LSR offers clinical research and development services to the
pharmaceutical, biotechnology and consumer products industries. Pharmaco LSR's
business centers primarily on the clinical testing and development of new and
existing pharmaceutical and biotechnology products and medical devices in
humans. It is engaged in the clinical development process, including analytical
chemistry, evaluation of clinical data, data processing, biostatistical analysis
and the preparation of supporting documentation for compliance with regulatory
requirements. Prior to November 1995, Pharmaco LSR also provided, through its
divisions and subsidiaries, contract biological safety ("toxicological") testing
services on a worldwide basis through two laboratories, one located in the
United Kingdom and the other in the United States. In November 1995, the
Company sold the toxicology business of Pharmaco LSR, including its two
laboratories, to Huntingdon for cash consideration of $32.5 million and
Huntingdon's phase I clinical center located in Leicester, England.
The Company's Environmental Sciences Group provides environmental science-
related services through APBI Environmental Sciences Group, Inc. ("APBI
Environmental Sciences Group"), a wholly owned subsidiary of the Company, under
the tradename ENVIRON.
The ENVIRON division of APBI Environmental Sciences Group is a
multidisciplinary environmental and health sciences consulting firm that
provides a broad range of services relating to potentially hazardous substances
in the environment, in consumer products and the workplace. Services provided
by ENVIRON are concentrated in the assessment and management of chemical risk
and are characterized by engagements supporting private sector clients with
complex, potentially high liability concerns.
The market for the Company's services has developed principally as a result
of public concern over the safety of pharmaceutical, chemical and consumer
products; the associated increase in litigation related to exposure to hazardous
substances; legislation in the United States
3
<PAGE>
and abroad regulating the pre-market approval and post-market surveillance of
such products and mandating the management, control and remediation of hazardous
substances in the environment; and increased investment in research and
development by pharmaceutical and biotechnology companies, including increased
outsourcing of product development services.
In December of 1995, the Company announced that it had retained Lehman
Brothers to evaluate whether shareholder value would be enhanced through a
separation of the Company into its two business units, Pharmaco LSR and ENVIRON,
and, if the outcome of the evaluation is positive, to explore mechanisms whereby
separation is best achieved.
The Company was incorporated in September 1986 under the laws of Delaware.
The Company's principal executive offices are located at 4350 North Fairfax
Drive, Arlington, Virginia 22203-1627, telephone number: (703) 516-2490.
USE OF PROCEEDS
All of the shares of Common Stock of the Company offered by this Prospectus
are outstanding shares which, when offered for sale hereunder, will be offered
and sold for the account of the Selling Stockholders. The Company will not
receive any proceeds from the sale of such shares. See "Selling Stockholders."
4
<PAGE>
SELLING STOCKHOLDERS
The Selling Stockholders are Geoffrey K. Hogan and John H. Timoney. Any
sales of the shares of Common Stock covered by this Prospectus will be made by
the Selling Stockholders for their own accounts and no proceeds from the sale of
such shares will be received by the Company. Such sales may include sales to
meet income tax withholding obligations.
Dr. Hogan was employed by the Company or its predecessors from 1976 to
1995. Most recently, he served as the President of the Toxicology - North
American division of the Company's Pharmaco LSR International Inc. ("Pharmaco
LSR") subsidiary. Previously, from 1994 to 1995, Mr. Hogan served as the Senior
Vice President of Toxicology Services/North American division of Pharmaco LSR.
Mr. Hogan also served as a director of the Company from 1986 to 1994.
Mr. Timoney currently is a Senior Vice President of the Company and
Secretary of the Company's APBI Investor Relations, Inc. subsidiary. He has
been employed by the Company or its predecessors since 1978. Mr. Timoney served
as a director of the Company from 1986 to 1995.
Of the 65,624 shares of Common Stock covered by this Prospectus, 20,328
shares were issued to Mr. Hogan, and 45,296 shares may be issued to Mr. Timoney,
by the Company. All such shares were or may be issued by the Company to the
Selling Stockholders under the provisions of executive retirement agreements
between the Company and the Selling Stockholders and the Plan.
Pursuant to the terms of executive retirement agreements entered into
between the Company and each of the Selling Stockholders, the shares covered by
this Prospectus vest in equal installments of 20% each over a five year period
or upon attainment of a specified age (assuming continued employment through
such vesting dates and satisfaction of certain other conditions), subject to
acceleration upon the occurrence of certain events. Until full vesting occurs,
all of such shares are subject to certain restrictions against each owner's
right to transfer, assign, pledge, hypothecate and encumber such shares. In
connection with such restrictions, shares are not issued by the Company until
full vesting occurs, whereupon, assuming compliance by each recipient thereof
with all other provisions of the Plan and the executive retirement agreement
executed by such recipient, the foregoing restrictions shall lapse with respect
to such installment and such shares will be released by the Company to such
recipient.
Upon vesting, each Selling Stockholder will determine on an individual
basis the timing and amount of any sale or sales of the shares of Common Stock
so vested.
Only 20,328 of the shares covered by this Prospectus are presently vested.
Accordingly, it is impossible to determine when and if any of the remaining
45,296 shares, once vested, will be sold by Mr. Timoney. Further, it is not
possible to determine the number of shares of Common Stock which will be owned
by such Selling Stockholder after any sale or sales of shares covered by this
Prospectus.
5
<PAGE>
The following table sets forth information furnished to the Company with
respect to the beneficial ownership of the Company's Common Stock by each of
the Selling Stockholders as of January 15, 1996, and as adjusted to reflect the
sale of the shares of Common Stock offered hereby. The number of shares of
Common Stock beneficially owned by each Selling Stockholder will constitute less
than one percent of the Common Stock of the Company after giving effect to the
sale of the shares offered hereby.
Number of Shares Number of Shares
Name of Selling Beneficially Owned Shares Beneficially Owned
Stockholder Prior to the Offering(1) Offered After the Offering(1)
----------- ------------------------ ------- ---------------------
John H. Timoney 249,852(2) 45,296(3) 204,556(4)
Geoffrey K. Hogan 197,344(5) 20,328 177,016
_________________________
(1) The number of shares has been adjusted to give effect to the two-for-one
stock split payable by the Company to stockholders of record as of January 11,
1991 and a second two-for-one stock split payable to stockholders of record as
of April 30, 1992.
(2) Consists of 45,296 shares of Common Stock issuable to Mr. Timoney under
the Plan and his executive retirement arrangement, 23,928 shares owned jointly
by Mr. Timoney and his wife, as to which they share voting and investment power,
and 180,458 shares which may be acquired within the next 60 days pursuant to the
exercise of options granted under the Company's Stock Incentive Program (1990).
Excludes 8,334 shares subject to options granted under the Company's Stock
Incentive Program (1990) which are not currently exercisable and will not become
exercisable within the next 60 days.
(3) Represents the maximum number of shares of Common Stock that may be
issued by the Company to Mr. Timoney under the Plan and his executive retirement
arrangement with the Company.
(4) Assumes the issuance to Mr. Timoney of the maximum number of shares of
Common Stock that may be issued by the Company under the Plan and his executive
retirement arrangement with the Company and that all such shares of Common Stock
are offered for sale and sold by such Selling Stockholder pursuant to this
Prospectus.
(5) Includes 176,216 shares which may be acquired within the next 60 days
pursuant to the exercise of options granted under the Company's Stock Incentive
Program (1990).
6
<PAGE>
PLAN OF DISTRIBUTION
Any sales of the shares covered by this Prospectus shall be made at the
discretion of each individual Selling Stockholder. It is anticipated that such
sales will be effected from time to time through customary brokerage channels,
either through broker-dealers acting as agents for one or both of the Selling
Stockholders or through broker-dealers acting as principals who may then resell
such shares in the over-the-counter market or otherwise, or through privately
negotiated sales at negotiated prices, or by a combination of such methods. No
underwriting agreements have been entered into with respect to the shares
offered hereby. The Selling Stockholders may pay commissions to designated
broker-dealers for assisting in the placement of the shares; any such
commissions will be subject to negotiation. The Selling Stockholders and any
broker-dealers acting as principals who may purchase shares from the Selling
Stockholders and then resell such shares, in the over-the-counter market or
otherwise, may be deemed to be statutory "underwriters" within the meaning of
the Securities Act of 1933, as amended (the "Securities Act").
The Company will not receive any of the proceeds from the sale of the
shares offered hereby. However, in the case of Dr. Hogan, he has agreed to
reimburse the Company from such proceeds for any federal and state income tax
withholding obligations related to the vesting and receipt of his shares under
the Plan. The Company has agreed to pay all expenses incurred by it in
connection with the registration of the shares of Common Stock offered hereby.
Each of the Selling Stockholders has agreed to pay his own expenses, including
any brokerage commissions, personal legal fees or similar expenses, relating to
any offer or sale of the shares. Any shares covered by this Prospectus which
qualify for sale pursuant to Rule 144 under the Securities Act may be sold under
such Rule rather than pursuant to this Prospectus.
DESCRIPTION OF COMMON STOCK
The Company's authorized capital stock consists of 40,000,000 shares of
Common Stock, par value $.01 per share. As of the date of this Prospectus,
there are 29,731,633 shares of Common Stock outstanding, all of which are
legally issued, fully paid and non-assessable.
The holders of Common Stock are entitled to one vote for each share held of
record on all matters submitted to a vote of stockholders. Holders of Common
Stock are entitled to receive ratably such dividends as may be declared by the
Board of Directors out of funds legally available thereof. In the event of a
liquidation, dissolution or winding up of the Company, holders of Common Stock
are entitled to share ratably in all assets remaining after payment of
liabilities. Holders of the Common Stock have no preemptive rights and have no
right to convert their Common Stock into any other securities. The Certificate
of Incorporation of the Company does not provide for cumulative voting.
The Certificate of Incorporation of the Company contains certain provisions
which may tend to deter attempts to acquire control of the Company and to ensure
continuity of management. Specifically, there are provisions which: (i) divide
the Board of Directors into three classes, require the election annually of
directors comprising only one of the three classes and prohibit the removal of
directors, except by vote of 66-2/3% of all shares entitled to vote or by a
7
<PAGE>
majority of the then authorized number of directors, thereby requiring up to
three years to replace the entire Board of Directors (unless the required vote
is obtained); (ii) deny stockholders the right to take action by written
consent; (iii) provide that vacancies on the Company's Board of Directors that
may occur for any reason between annual meetings may be filled only by the Board
of Directors; (iv) require advance notice of stockholder nominations for
election of directors and the furnishing of certain information concerning such
nominees; and (v) require the vote of 66-2/3% of all shares entitled to vote in
order to alter any of the foregoing provisions.
In addition, the Company's Certificate of Incorporation contains "fair
price" provisions designed to achieve a measure of assurance that any multi-step
attempt to acquire the Company is made on terms which offer similar treatment to
all stockholders. The "fair price" provisions generally require that certain
transactions (such as mergers, sales of material assets, certain
recapitalizations or reclassifications and the like) involving the Company and a
holder of 10% or more of the Company's outstanding voting stock (as "Interested
Stockholder") must be approved either (i) by vote of a majority of the directors
then in office who are not affiliated with the Interested Stockholder or (ii) by
the vote of 66-2/3% of all of the then outstanding shares of voting stock of the
Company as a single class. The foregoing requirements would not be applicable
to a transaction with an Interested Stockholder which meets certain procedural
and other conditions, including the payment of a "fair price" based on the
higher of the prices previously paid by the Interested Stockholder for
securities of the Company within the two-year period prior to the proposed
transaction or the fair market value of such securities at the time the
stockholder became an Interested Stockholder.
8
<PAGE>
EXPERTS
The consolidated financial statements of the Company included in its Annual
Report on Form 10-K for the year ended December 31, 1994 and incorporated by
reference in this Prospectus have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report included therein
with respect thereto, and are incorporated by reference herein in reliance upon
the authority of said firm as experts in giving said report.
9
<PAGE>
PART II
Item 3. Incorporation of Documents by Reference
The following documents, which are on file with the Securities and
Exchange Commission (the "Commission") (File No. 0-15515), are incorporated
herein by this reference and made a part hereof:
1. The Annual Report on Form 10-K of Applied Bioscience International
Inc. (the "Registrant") for the year ended December 31, 1994, as filed with the
Commission on March 31, 1995, and as amended on May 5, 1995 and July 28, 1995;
2. The Registrant's Quarterly Reports on Form 10-Q for the periods
ended March 31, 1995, June 30, 1995 and September 30, 1995;
3. Registrant's Current Report on Form 8-K (Date of event: November
21, 1995), as filed with the Commission on December 6, 1995;
4. The description of Registrant's Common Stock contained in the
Registration Statement on Form 8-A (No. 0-15515) filed pursuant to Section 12 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") and any
amendment or report filed for the purpose of updating those descriptions; and
5. All other documents filed by the Registrant with the Commission
pursuant to Sections 13(a), 14 and 15(d) of the Exchange Act subsequent to the
date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
de-registers all securities remaining unsold, shall be deemed to be incorporated
by reference herein and to be a part hereof from the date of the filing of such
documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
The Registrant is a Delaware corporation, subject to the applicable
indemnification provisions of the General Corporation Law of the State of
Delaware (the "DGCL"). Section 145 of the DGCL provides for the
indemnification, under certain circumstances, of any person in connection with
any action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than derivative actions), brought or threatened involving
such person because of such person's service as a director, officer, employee or
agent of the corporation or such person's service in any such capacity with
respect to another corporation or other entity at the request of such
corporation.
The Registrant's Certificate of Incorporation provides for the
indemnification of directors and officers of the corporation to the fullest
extent authorized or permitted by the DGCL. Article Eleventh of the Certificate
of Incorporation of the Registrant provides that each person who was or is made
a party to (or is threatened to be made a party to) any civil, criminal,
administrative or investigative action, suit or proceeding 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, partnership, joint
venture, trust or other enterprise) shall be indemnified by the corporation to
the fullest extent authorized or permitted by the DGCL and may advance expenses
incurred by any officer in defending a civil or criminal action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it is ultimately determined that such director
or officer is not entitled to be indemnified by the corporation.
II-1
<PAGE>
Article Twelfth of the Certificate of Incorporation of the Registrant
provides that, to the fullest extent permitted by the DGCL, the Registrant's
directors will not be personally liable to the Registrant or its stockholders
for monetary damages resulting from a breach of their fiduciary duty as
directors. However, nothing contained in such Article Twelfth shall eliminate
or limit the liability of directors (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or knowing violation of
the law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from
which the director derived an improper personal benefit.
The Registrant maintains directors' and officers' liability insurance,
which indemnifies directors and officers of the Registrant against certain
damages and expenses relating to claims arising out of the performance of their
duties.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Item Number as per Item 601 of Regulation S-K.
5 Opinion of Shaw, Pittman, Potts & Trowbridge (filed herewith).
23(a) Consent of Shaw, Pittman, Potts & Trowbridge (included in Exhibit
5).
23(b) Consent of Arthur Andersen LLP (filed herewith).
24 Power of Attorney (included in the signature page of this
Registration Statement).
Item 9. Undertakings
Item 512(a). The 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 the 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 the 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 paragraph (a)(1)(i) and (a)(1)(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 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
at the time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
II-2
<PAGE>
Item 512(b). 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 section
15(d) of the Securities Exchange Act of 1934 (and, where applicable each filing
of an employee benefit plan's annual report 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 the time shall be deemed to be the initial bona fide offering thereof.
Item 512(h). Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act 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 Act and will
be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
THE REGISTRANT. 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 Arlington, Commonwealth of Virginia, on this
19th day of January, 1996.
APPLIED BIOSCIENCE INTERNATIONAL INC.
a Delaware corporation (Registrant)
By: /s/ Kenneth H. Harper
---------------------------
Kenneth H. Harper
Chairman of the Board, President and
Chief Executive Officer
Each of the directors and/or officers of Applied Bioscience International
Inc. whose signature appears below hereby appoints Kenneth H. Harper and
Stephen L. Waechter, and each of them severally, as his attorney-in-fact and
agent with full power of substitution and resubstitution to sign in his or her
name and behalf, in any and all capacities stated below and to file with the
Commission, any and all amendments, including post-effective amendments to this
Registration Statement, making such changes in the Registration Statement as
appropriate, and generally to do all such things in their behalf in their
capacities as officers and directors to enable Applied Bioscience International
Inc. to comply with the provisions of the Securities Act of 1933, and all
requirements of the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this report has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Kenneth H. Harper Chairman of the Board, President January 19, 1996
- ---------------------
Kenneth H. Harper and Chief Executive Officer
(Principal Executive Officer)
/s/ Stephen L. Waechter Senior Vice President, Treasurer January 19, 1996
- -----------------------
Stephen L. Waechter and Chief Financial Officer
(Principal Financial Officer)
/s/ Carol P. Hanna Controller (Principal Accounting January 19, 1996
- ------------------
Carol P. Hanna Officer)
Director January 19, 1996
- -------------------
Kirby L. Cramer
/s/ Steven A. Fleckman Director January 19, 1996
- ----------------------
Steven A. Fleckman
Director January 19, 1996
- -------------------
Frederick Frank
/s/ Frank E. Loy Director January 19, 1996
- ----------------
Frank E. Loy
Director January 19, 1996
- -----------------------
Lawrence C. McQuade
/s/ Thomas J. Russell, Jr. Director January 19, 1996
- --------------------------
Thomas J. Russell, Jr.
II-4
<PAGE>
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
Plan administrators have duly caused this Registration Statement to be signed on
the Plan's behalf by the undersigned, thereunto duly authorized, in the City of
Arlington, the Commonwealth of Virginia, on this 19th day of January, 1996.
APPLIED BIOSCIENCE INTERNATIONAL INC.
EXECUTIVE RETIREMENT PLAN
By: /s/ Kenneth H. Harper
----------------------------
APPLIED BIOSCIENCE INTERNATIONAL INC.
By: Kenneth H. Harper
Chairman of the Board, President
and Chief Executive Officer
II-5
<PAGE>
INDEX TO EXHIBITS
Exhibit Sequential Page
Number Exhibit Description Number
------ ------------------- ------
5 Opinion of Shaw, Pittman, Potts & Trowbridge.
23(a) Consent of Shaw, Pittman, Potts & Trowbridge
(included in Exhibit 5).
23(b) Consent of Arthur Andersen LLP.
24 Power of Attorney (included in the signature page
of this Registration Statement).
Exhibit 5
[SHAW, PITTMAN, POTTS & TROWBRIDGE LETTERHEAD]
January 17, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Applied Bioscience International Inc.
-------------------------------------
Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We have acted as counsel to Applied Bioscience International Inc., a
Delaware corporation (the "Company"), in connection with the registration of
65,624 shares of the Common Stock, $0.01 par value, of the Company (the "Common
Stock") pursuant to a Registration Statement on Form S-8 under the Securities
Act of 1933 (the "Registration Statement"), the Applied Bioscience International
Inc. Executive Retirement Plan (the "Plan"), and the executive retirement
agreements of Geoffrey Hogan and John Timoney, as amended (the "Agreements").
We have participated in the preparation of the Registration Statement
by the Company filed with the Securities and Exchange Commission under the
Securities Act. We also have examined such documents and instruments as we
determined to be necessary in order to render our opinion.
Based on the foregoing and subject to the following limitations, we
are of the opinion that the Common Stock has been duly authorized for issuance
by the Company, and that upon issuance and delivery in accordance with the Plan
and the Agreements referred to in the Registration Statement, the Common Stock
will be validly issued, fully paid and nonassessable.
<PAGE>
SHAW, PITTMAN, POTTS & TROWBRIDGE
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
Securities and Exchange Commission
January 17, 1996
Page 2
The foregoing opinion is, with your concurrence, predicated upon and
qualified by the following:
a. The foregoing opinion is based upon and limited to the laws of
the State of Delaware, excluding the choice of law provisions thereof,
and we render no opinion with respect to the laws of any other
jurisdiction.
b. Our opinion letter is based upon and limited to laws and
regulations as in effect on the date of this letter. We assume no
obligation to update the opinions set forth herein.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ SHAW, PITTMAN, POTTS & TROWBRIDGE
Attachments
Exhibit 23(b)
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 March 3, 1995
included in the Company's Form 10-K for the year ended December 31, 1994 and to
all references to our Firm included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Washington, D.C.
January 18, 1996
