<PAGE>
As filed with the Securities and Exchange Commission on July 20, 1999.
Registration No. 333-
- --------------------------------------------------------------------------------
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)
AMENDED AND RESTATED
1996 STOCK INCENTIVE PLAN OF BIOSITE DIAGNOSTICS INCORPORATED
- --------------------------------------------------------------------------------
(Full title of the plans)
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>
- -------------------------------------------------------------------------------------------------------
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
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 1,000,000 shares $8.633 $8,632,800 $2,399.92
par value $.01
- -------------------------------------------------------------------------------------------------------
</TABLE>
(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 sales prices as reported
on the Nasdaq National Market on July 15, 1999.
-----------------
The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933.
- --------------------------------------------------------------------------------
<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 Statement filed with the Securities and
Exchange Commission on May 9, 1997, (File No. 333-26763) and July 23, 1998 (File
No. 333-59705) are 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, 1998, which contains, among other things, the
consolidated financial statements of Registrant and certain supplementary data
for the fiscal year ended December 31, 1998 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, 1999.
(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.
-2-
<PAGE>
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 19,
1999.
BIOSITE DIAGNOSTICS INCORPORATED
By /s/ KIM D. BLICKENSTAFF
------------------------------------
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:
<TABLE>
<S> <C> <C>
/s/ KIM D. BLICKENSTAFF President, Chief Executive Officer July 19, 1999
- --------------------------------- (Principal Executive Officer) and Director
Kim D. Blickenstaff
/s/ CHRISTOPHER J. TWOMEY Vice President and Chief Financial Officer July 19, 1999
- --------------------------------- (Principal Financial Officer and Accounting
Christopher J. Twomey Officer)
/s/ TIMOTHY J. WOLLAEGER Chairman of the Board July 19, 1999
- ---------------------------------
Timothy J. Wollaeger
/s/ ANTHONY DEMARIA, M.D. Director July 19, 1999
- ---------------------------------
Anthony DeMaria, M.D.
/s/ HOWARD E. GREENE, JR. Director July 19, 1999
- ---------------------------------
Howard E. Greene, Jr.
/s/ LONNIE M. SMITH Director July 19, 1999
- ---------------------------------
Lonnie M. Smith
/s/ GUNARS E. VALKIRS, PH.D. Director July 19, 1999
- ---------------------------------
Gunars E. Valkirs, Ph.D.
</TABLE>
-3-
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Exhibit Numbered Page
- ------ ------- -------------
<S> <C> <C>
5.1 Opinion regarding legality of securities to be
offered
10.1(1) Amended and Restated 1996 Stock Incentive Plan
of Biosite Diagnostics Incorporated
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>
- -----------------
(1) Incorporated by reference to Exhibit A of the Registrant's Definitive Proxy
Statement filed with the Securities and Exchange Commission on April 23,
1999 (File No. 000-21873)
-4-
<PAGE>
EXHIBIT 5.1
PILLSBURY MADISON & SUTRO LLP
P.O. BOX 7880
SAN FRANCISCO, CA 94120
Tel: (415) 983-1000
Fax: (415) 983-1200
July 15, 1999
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 1,000,000 shares of the Company's Common Stock issuable pursuant to
the Amended and Restated 1996 Stock Incentive Plan of the Company (the "1996
Plan"), it is our opinion that such shares of the Common Stock of the Company,
when issued and sold in accordance with the 1996 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 ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Amended and Restated 1996 Stock Incentive Plan
of Biosite Diagnostics Incorporated of our report dated February 11, 1999,
except for Note 10, as to which the date is March 29, 1999, with respect to
the financial statements of Biosite Diagnostics Incorporated included in its
Annual Report (Form 10-K) for the year ended December 31, 1998 as filed with
the Securities and Exchange Commission.
ERNST & YOUNG LLP
San Diego, California
July 20, 1999
