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As filed with the Securities and Exchange Commission on February 11, 1997.
Registration No. 333-17657
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Biosite Diagnostics Incorporated
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(Exact name of registrant as specified in its charter)
Delaware 33-0288606
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11030 Roselle Street
San Diego, California 92121
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(Address of Principal (Zip Code)
Executive Offices)
BIOSITE DIAGNOSTICS INCORPORATED EMPLOYEE STOCK PURCHASE PLAN
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(Full title of the plan)
Copy to:
KIM D. BLICKENSTAFF THOMAS E. SPARKS, JR.
Biosite Diagnostics Incorporated Pillsbury Madison & Sutro LLP
11030 Roselle Street P.O. Box 7880
San Diego, California 92121 San Francisco, CA 94120-7880
(619) 455-4808 (415) 983-1000
-------------------------------- --------------------------------
(Name, address and telephone
number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Amount Proposed Maximum Proposed Amount of
Securities To To Be Offering Price Maximum Aggregate Registration
Be Registered Registered per Share(1) Offering Price(1) Fee
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<S> <C> <C> <C> <C>
Common Stock, 100,000 shares $13.00 $1,300,000 $394
par value $.01
</TABLE>
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(1) Estimated solely for the purpose of computing the registration fee.
_________________
The Registration Statement shall become effective upon filing in accordance
with Rule 462 under the Securities Act of 1933.
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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 this Registration Statement in accordance
with Rule 428 under the Securities act of 1933 and the Note to Part I
of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed by Registrant with the
Securities and Exchange Commission are incorporated by reference in this
registration statement:
(1) Registrant's prospectus dated February 10, 1997 filed pursuant to
Rule 424(b) under the Securities Act of 1933 (in connection with Registrant's
Registration Statement on Form S-1, File No. 333-17657 (the "Form S-1
Registration Statement")), which contains the balance sheets of the Registrant
as of December 31, 1994 and 1995 and September 30, 1996 and the related
statements of income, stockholders' equity and cash flows for each of the three
years in the period ended December 31, 1995 and the nine months ended September
30, 1995 and September 30, 1996, together with the report thereon of Ernst &
Young LLP, independent auditors.
(2) The description of Registrant's Common Stock contained in
Registrant's registration statement on Form 8-A, filed February 10, 1997.
In additions, all documents subsequently filed by Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
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 in this
registration statement and to be a part hereof from the date of filing of such
documents.
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Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The financial statements of Biosite Diagnostics incorporated by
reference in this registration statement have been audited by Ernst & Young LLP,
independent auditors, to the extent indicated in their report thereon also
incorporated by reference. Such financial statements have been incorporated
herein by reference in reliance upon such report given upon the authority of
said firm as experts in auditing and accounting.
A member of Pillsbury Madison & Sutro LLP participating in the
consideration of legal matters relating to the Registrant's Common Stock owns
18,360 shares of the Registrant's Common Stock.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law provides for the
indemnification of officers, directors, and other corporate agents in terms
sufficiently broad to indemnify such persons under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act of 1933, as amended (the "Act"). Article VII of the Registrant's
Restated Certificate of Incorporation (Exhibit 3.(i)3 to the Form S-1
Registration Agreement) and Article V of the Registrant's Bylaws (Exhibit
3.(ii)2 to the Form S-1 Registration Agreement) provide for indemnification of
the Registrant's directors, officers, employees and other agents to the extent
and under the circumstances permitted by the Delaware General Corporation Law.
The Registrant has also entered into agreements with its directors and officers
that will require the Registrant, among other things, to indemnify them against
certain liabilities that may arise by reason of their status or service as
directors or officers to the fullest extent not prohibited by law.
The Underwriting Agreements (Exhibit 1.1 to the Form S-1 Registration
Agreement) provide for indemnification by the Underwriters of the Registrant,
its directors and officers, and by the Registrant of the Underwriters, for
certain liabilities, including liabilities arising under the Act, and affords
certain rights of contribution with respect thereto.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
See Index to Exhibits.
Item 9. Undertakings.
(a) The undersigned 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 paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, 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 section 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
that 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.
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(b) The undersigned Registrant hereby further 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 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 that time shall be deemed to be the initial bona
fide offering thereof.
(c) 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.
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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 San Diego, State of California, on February 10,
1997.
BIOSITE DIAGNOSTICS INCORPORATED
By /s/ Kim D. Blickenstaff
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Kim D. Blickenstaff
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Kim D. Blickenstaff, Christopher J.
Twomey and S. Nicholas Stiso, and each of them his true and lawful
attorneys-in-fact and agents, each 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 exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, full
power and authority to do and perform each and every act and thing requisite
and necessary to be done, 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 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 by the following persons in the
capacities and on the date indicated:
Name Title Date
---- ----- ----
/s/ Kim D. Blickenstaff President, Chief Executive
- ------------------------- Officer (Principal Executive
Kim D. Blickenstaff Officer) and Director February 10, 1997
/s/ Christopher J. Twomey Vice President and Chief
- -------------------------- FinancialOfficer (Principal
Christopher J. Twomey Financial Officer and
Accounting Officer) February 10, 1997
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Name Title Date
---- ----- ----
/s/Timothy J. Wollaeger Chairman of the Board February 10, 1997
- -------------------------- Timothy J. Wollaeger
/s/Gunars E. Valkirs,Ph.D. Director February 10, 1997
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Gunars E. Valkirs, Ph.D.
/s/Thomas H. Adams, Ph.D. Director February 10, 1997
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Thomas H. Adams, Ph.D.
/s/Howard E. Greene, Jr. Director February 10, 1997
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Howard E. Greene, Jr.
/s/Frederick J. Dotzler Director February 10, 1997
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Frederick J. Dotzler
/s/Stephen K. Reidy Director February 10, 1997
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Stephen K. Reidy
/s/Jesse I. Treu Director February 10, 1997
- --------------------------
Jesse I. Treu
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INDEX TO EXHIBITS
Exhibit Sequentially
Number Exhibit Numbered Page
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4.1 Specimen Common Stock Certificate *
5.1 Opinion regarding legality of --
securities to be offered.
23.1 Consent of Ernst & Young LLP, --
Independent Auditors.
23.2 Consent of Pillsbury Madison &
Sutro LLP (included in Exhibit 5.1).
24.1 Power of Attorney (see page 6).
__________________________________
* Incorporated by reference to Exhibit 4.1 to Registrant's Registration
Statement on Form S-1, No. 333-17657.
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EXHIBIT 5.1
PILLSBURY MADISON & SUTRO LLP
P.O. BOX 7880
SAN FRANCISCO, CA 94120
Tel: (415) 983-1000
Fax: (415) 983-1200
February 11, 1997
Biosite Diagnostics Incorporated
11030 Roselle Street
San Diego, CA 92121
Re: Registration Statement on Form S-8
Gentlemen:
With reference to the Registration Statement on Form S-8 to be filed by
Biosite Diagnostics Incorporated, a Delaware corporation (the "Company"), with
the Securities and Exchange Commission under the Securities Act of 1933,
relating to 100,000 shares of the Company's Common Stock issuable pursuant to
the Company's Employee Stock Purchase Plan of the Company (the "Plan"), it is
our opinion that such shares of the Common Stock of the Company, when issued
and sold in accordance with the Plan will be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/S/PILLSBURY MADISON & SUTRO LLP
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Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Employee Stock Purchase Plan of Biosite
Diagnostics Incorporated of our report dated November 12, 1996, except for Note
7, as to which the date is December 5, 1996, with respect to the financial
statements of Biosite Diagnostics Incorporated included in its Registration
Statement (Form S-1, No. 333-17657) filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
San Diego, California
February 10, 1997
