<PAGE>
As filed with the Securities and Exchange Commission on July 23, 1998.
Registration No. 333-___
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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
--------------------------------
(Exact name of registrant as specified in its charter)
Delaware 33-0288606
--------------------------------- ---------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11030 Roselle Street
San Diego, California 92121
--------------------------------- ---------------------------
(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
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(Name, address and telephone
number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Maximum Proposed Amount of
Securities To To Be Offering Price Maximum Aggregate Registration
Be Registered Registered(1) per Share(2) Offering Price(2) Fee
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Common Stock, 250,000 shares $9.5625 $2,390,625 $705
par value $.01
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(1) Calculated pursuant to General Instruction E to Form S-8.
(2) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457, upon the average of the high and low prices as reported on the
Nasdaq National Market on July 20, 1998.
-------------------
The Registration Statement shall become effective upon filing in accordance
with Rule 462 under the Securities Act of 1933.
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<PAGE>
INFORMATION REQUIRED PURSUANT TO
GENERAL INSTRUCTION E TO FORM S-8
GENERAL INSTRUCTION E INFORMATION
This Registration Statement is being filed to increase the number of
securities of the same class as other securities for which a Registration
Statement of the Registrant on Form S-8 relating to the same employee benefit
plan is effective.
Registrant's Form S-8 Registration Statements filed with the Securities
and Exchange Commission on February 11, 1997, File No. 333-21537, is hereby
incorporated by reference.
INCORPORATION OF 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 Annual Report on Form 10-K (File No. 000-21873) for
the fiscal year ended December 31, 1997, which contains, among other things,
the financial statements of Registrant and certain supplementary
data for the fiscal year ended December 31, 1997 together with the report
thereon of Ernst & Young LLP, independent public accountants.
(2) Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998.
(3) The description of Registrant's common stock contained in
Registrant's Registration Statement on Form 8-A filed February 10, 1997.
(4) The description of the Preferred Stock Purchase Rights for Series A
Participating Preferred Stock, par value $.01 per share, of the Registrant
contained in Registrant's Registration Statement on Form 8-A filed October
28, 1997.
In addition, all documents subsequently filed by Registrant pursuant to
Section 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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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
July 22, 1998.
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 and Christopher J. Twomey,
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
Kim D. Blickenstaff Executive Officer) and July 22, 1998
Director
/s/ Christopher J. Twomey Vice President and Chief
- --------------------------- Financial Officer
Christopher J. Twomey (Principal Financial July 22, 1998
Officer and Accounting
Officer)
<PAGE>
Name Title Date
---- ----- ----
/s/ Timothy J. Wollaeger Chairman of the Board July 22, 1998
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Timothy J. Wollaeger
Director July 22, 1998
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Anthony DeMaria
/s/ Frederick J. Dotzler Director July 22, 1998
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Frederick J. Dotzler
/s/ Howard E. Greene, Jr. Director July 22, 1998
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Howard E. Greene, Jr.
/s/ Lonnie M. Smith Director July 22, 1998
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Lonnie M. Smith
/s/ Gunars E. Valkirs Director July 22, 1998
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Gunars E. Valkirs, Ph.D.
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INDEX TO EXHIBITS
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<TABLE>
<CAPTION>
Exhibit Sequentially
Number Exhibit Numbered Page
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<S> <C> <C>
5.1 Opinion regarding legality of --
securities to be offered.
10.1 Biosite Diagnostics Incorporated
Employee Stock Purchase Plan.
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 3).
</TABLE>
<PAGE>
EXHIBIT 5.1
PILLSBURY MADISON & SUTRO LLP
P.O. BOX 7880
SAN FRANCISCO, CA 94120
Tel: (650) 233-4687
Fax: (650) 233-4545
July 22, 1998
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 250,000 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
<PAGE>
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 February 6, 1998 with respect to the financial
statements of Biosite Diagnostics Incorporated included in its Annual Report
(Form 10-K) for the year ended December 31, 1997 filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
San Diego, California
July 22, 1998
