<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 3, 1999
REGISTRATION NO. 333-72607
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CLONTECH LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 2836 77-0035190
(State or other jurisdiction (Primary Standard Industrial (IRS Employer
of incorporation or Classification Code Number) Identification
organization) No.)
</TABLE>
1020 EAST MEADOW CIRCLE
PALO ALTO, CALIFORNIA 94303
(650) 424-8222
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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KENNETH S. FONG, PH.D.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CLONTECH LABORATORIES, INC.
1020 EAST MEADOW CIRCLE
PALO ALTO, CALIFORNIA 94303
(650) 424-8222
(Name, address and telephone number of agent for service)
------------------
COPIES TO:
MATTHEW B. HEMINGTON PATRICK T. SEAVER
MICHAEL L. WEINER CHARLES K. RUCK
COOLEY GODWARD LLP LATHAM & WATKINS
FIVE PALO ALTO SQUARE 650 TOWN CENTER DRIVE, 20(TH) FLOOR
3000 EL CAMINO REAL COSTA MESA, CALIFORNIA 92626
PALO ALTO, CALIFORNIA 94306 (714) 540-1235
(650) 843-5000
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APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
------------------
If any of the Securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / ____________
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE>
EXPLANATORY NOTE
The purpose of this Amendment No. 2 is solely to file an exhibit to the
Registration Statement as set forth below as in Item 16(a) of Part II.
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(A) THE FOLLOWING IS A LIST OF EXHIBITS FILED AS A PART OF THIS REGISTRATION
STATEMENT:
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- --------- --------------------------------------------------------------------------------------------------
<C> <S>
1.1* Form of Underwriting Agreement.
3.1** Certificate of Incorporation of the Registrant.
3.2** Form of Restated Certificate of Incorporation of the Registrant to be effective upon the
completion of the offering.
3.3** Bylaws of the Registrant.
3.4** Form of Amended and Restated Bylaws of the Registrant to be effective upon the completion of the
offering.
4.1** Reference is made to Exhibits 3.1 through 3.4.
4.2* Specimen Stock Certificate.
4.3** Investor Rights Agreement, dated September 9, 1997.
4.4** Warrants to purchase Common Stock of the Registrant issued to Summit Partners.
4.5** Shareholders Agreement, dated September 9, 1997, by and between Summit Partners and Kenneth S.
Fong.
4.6** Right of First Refusal and Co-Sale Agreement, dated September 9, 1997, by and between Summit
Partners and Kenneth S. Fong.
4.7** Stock Pledge Agreement, dated September 9, 1997, by and between Summit Partners and Kenneth S.
Fong.
5.1* Opinion of Cooley Godward LLP.
10.1** Form Indemnity Agreement.
10.2** Amended and Restated 1997 Equity Incentive Plan.
10.3** Amended and Restated 1998 Non-Employee Directors' Stock Option Plan.
10.4** 1998 Employee Stock Purchase Plan.
10.5** Securities Purchase Agreement, dated September 9, 1997, by and between Summit Partners and
Registrant.
10.6** Promissory notes, dated September 9, 1997, by and between Summit Partners and Registrant.
10.7** Loan Agreement, dated September 1, 1998, by and between Union Bank of California, N.A. and
Registrant, including four promissory notes dated September 4, 1998.
10.8** Lease, dated September 15, 1994, between Registrant and California Pacific Commercial Corporation.
10.9** Lease, dated March 16, 1994, between Registrant and L. J. Valente.
10.10** Lease, dated May 1, 1998, between Registrant and L. J. Valente.
10.11** Lease, dated April 28, 1997, between Registrant and Teledyne Industries, Inc.
10.12** License Agreement, dated May 20, 1996, by and between BASF Bioresearch Corporation and
Registrant.+
10.13** Patent License Agreement, dated October 1, 1996, by and between F. Hoffman-La Roche Ltd., Roche
Molecular Systems, Inc. and Registrant.+
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- --------- --------------------------------------------------------------------------------------------------
<C> <S>
10.14** Research, Development and Commercialization Agreement, dated September 11, 1998, by and between
Molecular Dynamics, Inc., a subsidiary of Amersham Pharmacia Biotech, Inc. and Registrant.+
10.15** Distribution Agreement, dated November 13, 1998, by and between Macherey-Nagel GmbH & Co. KG and
Registrant.+
10.16** Agreement, dated December 31, 1998, by and between Phase-1 Molecular Toxicology, Inc. and
Registrant.+
10.17** License Agreement, dated January 2, 1996, by and between Wayne M. Barnes, Ph.D and Registrant,
assigned by Dr. Barnes to Takara Shuzo Co., Ltd., April 25, 1996.+
10.18** Manufacturing Agreement, dated May 7, 1998, by and between F. Hoffman-
La Roche Ltd., Roche Molecular Systems, Inc. and Registrant.+
23.1 Consent of PricewaterhouseCoopers LLP.
23.2* Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1** Power of Attorney.
27.1** Financial Data Schedule.
</TABLE>
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* To be filed by amendment.
** Previously filed.
+ Confidential Treatment Requested.
II-2
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant has duly caused this Amendment to the Registration Statement on Form
S-1 to be signed on its behalf by the undersigned, in the City of Palo Alto,
County of Santa Clara, State of California, on the 3rd day of March, 1999.
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CLONTECH LABORATORIES, INC.
By: /s/ WILLIAM W. SIMS
-----------------------------------------
William W. Sims
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
(PRINCIPAL FINANCIAL AND ACCOUNTING
OFFICER)
</TABLE>
In accordance with the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement was signed below by the following person
in the capacities and on the dates stated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<C> <S> <C>
KENNETH S. FONG* President and Chief Executive Officer March 3, 1999
------------------------------ (Principal Executive Officer)
Kenneth S. Fong
/s/ WILLIAM W. SIMS Senior Vice President and Chief Financial March 3, 1999
------------------------------ Officer
William W. Sims (Principal Financial and Accounting
Officer)
GREGORY M. AVIS* Director March 3, 1999
------------------------------
Gregory M. Avis
DAVID S. LEE* Director March 3, 1999
------------------------------
David S. Lee
STEVEN GOLDBY* Director March 3, 1999
------------------------------
Steven Goldby
</TABLE>
*By: /s/ WILLIAM W. SIMS
-------------------------
William W. Sims
ATTORNEY-IN-FACT
II-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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<C> <S>
1.1* Form of Underwriting Agreement.
3.1** Certificate of Incorporation of the Registrant.
3.2** Form of Restated Certificate of Incorporation of the Registrant to be effective upon the
completion of the offering.
3.3** Bylaws of the Registrant.
3.4** Form of Amended and Restated Bylaws of the Registrant to be effective upon the completion of the
offering.
4.1** Reference is made to Exhibits 3.1 through 3.4.
4.2* Specimen Stock Certificate.
4.3** Investor Rights Agreement, dated September 9, 1997.
4.4** Warrants to purchase Common Stock of the Registrant issued to Summit Partners.
4.5** Shareholders Agreement, dated September 9, 1997, by and between Summit Partners and Kenneth S.
Fong.
4.6** Right of First Refusal and Co-Sale Agreement, dated September 9, 1997, by and between Summit
Partners and Kenneth S. Fong.
4.7** Stock Pledge Agreement, dated September 9, 1997, by and between Summit Partners and Kenneth S.
Fong.
5.1* Opinion of Cooley Godward LLP.
10.1** Form Indemnity Agreement.
10.2** Amended and Restated 1997 Equity Incentive Plan.
10.3** Amended and Restated 1998 Non-Employee Directors' Stock Option Plan.
10.4** 1998 Employee Stock Purchase Plan.
10.5** Securities Purchase Agreement, dated September 9, 1997, by and between Summit Partners and
Registrant.
10.6** Promissory notes, dated September 9, 1997, by and between Summit Partners and Registrant.
10.7** Loan Agreement, dated September 1, 1998, by and between Union Bank of California, N.A. and
Registrant, including four promissory notes dated September 4, 1998.
10.8** Lease, dated September 15, 1994, between Registrant and California Pacific Commercial Corporation.
10.9** Lease, dated March 16, 1994, between Registrant and L. J. Valente.
10.10** Lease, dated May 1, 1998, between Registrant and L. J. Valente.
10.11** Lease, dated April 28, 1997, between Registrant and Teledyne Industries, Inc.
10.12** License Agreement, dated May 20, 1996, by and between BASF Bioresearch Corporation and
Registrant.+
10.13** Patent License Agreement, dated October 1, 1996, by and between F. Hoffman-La Roche Ltd., Roche
Molecular Systems, Inc. and Registrant.+
10.14** Research, Development and Commercialization Agreement, dated September 11, 1998, by and between
Molecular Dynamics, Inc., a subsidiary of Amersham Pharmacia Biotech, Inc. and Registrant.+
10.15** Distribution Agreement, dated November 13, 1998, by and between Macherey-Nagel GmbH & Co. KG and
Registrant.+
10.16** Agreement, dated December 31, 1998, by and between Phase-1 Molecular Toxicology, Inc. and
Registrant.+
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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<C> <S>
10.17** License Agreement, dated January 2, 1996, by and between Wayne M. Barnes, Ph.D and Registrant,
assigned by Dr. Barnes to Takara Shuzo Co., Ltd., April 25, 1996.+
10.18** Manufacturing Agreement, dated May 7, 1998, by and between F. Hoffman-
La Roche Ltd., Roche Molecular Systems, Inc. and Registrant.+
23.1 Consent of PricewaterhouseCoopers LLP.
23.2* Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1** Power of Attorney.
27.1** Financial Data Schedule.
</TABLE>
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* To be filed by amendment.
** Previously filed.
+ Confidential Treatment Requested.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Amendment No. 1 to Form S-1 of our report dated
February 12, 1999, except as to the subsequent event described in Note 16 which
is as of , 1999, relating to the consolidated financial statements
of Clontech Laboratories, Inc., which appears in such Prospectus. We also
consent to the application of such report to the Financial Statement Schedule
for the three years ended December 31, 1998 listed under Item 16(b) of this
Registration Statement when such schedule is read in conjunction with the
consolidated financial statements referred to in our report. The audits referred
to in such report also included this schedule. We also consent to the reference
to us under the heading "Experts" in such Prospectus.
/s/ PricewaterhouseCoopers LLP
San Jose, California
March 3, 1999
