<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 6, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CYTYC CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 3826 02-0407755
(PRIMARY STANDARD (I.R.S.
(STATE OR OTHER INDUSTRIAL EMPLOYERIDENTIFICATION
JURISDICTION OF CLASSIFICATION CODE NUMBER)
INCORPORATION OR NUMBER)
ORGANIZATION)
85 SWANSON ROAD
BOXBOROUGH, MA 01719
(508) 263-8000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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PATRICK J. SULLIVAN PRESIDENT AND CHIEF EXECUTIVE OFFICER CYTYC CORPORATION 85
SWANSON ROAD BOXBOROUGH, MA 01719 (508) 263-8000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:
JONATHAN M. MOULTON, ESQ.MINNIE P. ELLEN B. CORENSWET, ESQ. ALAN P.
JOUNG, ESQ. TESTA, HURWITZ & BLAUSTEIN, ESQ. BROBECK, PHLEGER &
THIBEAULT, LLP HIGH STREET TOWER, 125 HARRISON LLP 1633 BROADWAY NEW YORK,
HIGH STREETBOSTON, MASSACHUSETTS 02110 NEW YORK 10019(212) 581-1600
(617) 248-7000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this registration statement becomes effective.
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 of 1933, please check the
following box and list the Securities Act registration number of the earlier
effective registration statement for the same offering. [X] 333-19367
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration 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
under the Securities Act of 1933, check the following box. [_]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) SHARE(2) PRICE(2) REGISTRATION FEE(2)(3)
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<S> <C> <C> <C> <C>
Common Stock, $0.01 par value... 747,500 $23.50 $17,566,250 $5,324
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</TABLE>
(1) Includes 97,500 shares which the Underwriters have the option to purchase
from the Company to cover over-allotments, if any.
(2) Based upon the offering price of the Common Stock of $23.50 per share.
(3) Calculated pursuant to Rule 457(a). Shares of Common Stock previously
registered on the Company's Registration Statement on Form S-1 (No. 333-
19367) include 3,450,000 shares for which the registration fee has
previously been paid.
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<PAGE>
This Registration Statement is being filed with respect to the registration
of additional shares of the Common Stock, $.01 par value per share, of Cytyc
Corporation, a Delaware corporation (the "Company"), pursuant to Rule 462(b)
under the Securities Act of 1933, as amended. The contents of the Company's
earlier effective registration statement (Registration No. 333-19367) are
incorporated in this Registration Statement by reference.
The required opinions and consents are listed on an Exhibit Index attached
hereto and filed herewith.
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF BOXBOROUGH, THE
COMMONWEALTH OF MASSACHUSETTS, ON FEBRUARY 6, 1997.
CYTYC CORPORATION
/s/ Patrick J. Sullivan
By: _________________________________
PATRICK J. SULLIVAN PRESIDENT AND
CHIEF EXECUTIVE OFFICER
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 DATES INDICATED.
SIGNATURE TITLE(S) DATE
* President, Chief February 6,
- ------------------------------------- Executive Officer 1997
PATRICK J. SULLIVAN and Director
(Principal
Executive Officer)
* Vice President, February 6,
- ------------------------------------- Chief Financial 1997
JOSEPH W. KELLY Officer, Treasurer,
and Secretary
(Principal
Financial and
Accounting Officer)
* Director February 6,
- ------------------------------------- 1997
FREDERICK R. BLUME
II-5
<PAGE>
SIGNATURE TITLE(S) DATE
* Director February 6,
- ------------------------------------- 1997
GUY DE CHAZAL
* Director February 6,
- ------------------------------------- 1997
JANET G. EFFLAND
* Director February 6,
- ------------------------------------- 1997
FRANKLIN J. IRIS
* Director February 6,
- ------------------------------------- 1997
EDWIN M. KANIA, JR.
* Director February 6,
- ------------------------------------- 1997
C. WILLIAM MCDANIEL
* Director February 6,
- ------------------------------------- 1997
MONROE TROUT, M.D.
/s/ Joseph W. Kelly
*By: ________________________________
JOSEPH W. KELLY
ATTORNEY-IN-FACT
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NO. DESCRIPTION NO.
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<C> <S> <C>
1.1 --Form of Underwriting Agreement.
3.1 --Third Amended and Restated Certificate of Incorporation.
3.2 --Amended and Restated By-Laws of the Company.
4.1 --Specimen certificate representing the Common Stock
(Incorporated by reference to Exhibit 4.1 of the Company's
Registration Statement on Form S-1 ("Registration Statement
No. 333-00300")).
5.1 --Opinion of Testa, Hurwitz & Thibeault, LLP.
10.1 --1988 Stock Plan (Incorporated by reference to Exhibit 10.1 of
Registration Statement No. 333-00300).
10.2 --1989 Stock Plan (Incorporated by reference to Exhibit 10.2 of
Registration Statement No. 333-00300).
10.3 --1995 Stock Plan, as amended (Incorporated by reference to
Exhibit 10.3 of Registration Statement No. 333-00300).
10.4 --1995 Non-Employee Director Stock Option Plan (Incorporated by
reference to Exhibit 10.4 of Registration Statement No. 333-
00300).
10.5 --1995 Employee Stock Purchase Plan, as amended (Incorporated
by reference to Exhibit 10.5 of Registration Statement No.
333-00300).
10.6# --License Agreement between the Company and Deka Products
Limited Partnership dated March 22, 1993 (Incorporated by
reference to Exhibit 10.6 of Registration Statement No. 333-
00300).
10.7 --Series C1 Senior Convertible Preferred Stock Purchase
Agreement dated as of June 13, 1995 (Incorporated by reference
to Exhibit 10.7 of Registration Statement No. 333-00300).
10.8 --Form of Indemnification Agreement (Incorporated by reference
to Exhibit 10.8 of Registration Statement No. 333-00300).
10.9 --Lease Agreement between the Company and Cedar Hill Associates
II of December 1990, as amended (Incorporated by reference to
Exhibit 10.9 of Registration Statement No. 333-00300).
10.10 --Lease Agreement between the Company and BFA Realty
Partnership, L.P. d/b/a BFA, Limited Partnership of February
1996 (Incorporated by reference to Exhibit 10.10 of
Registration Statement No. 333-00300).
11.1 --Computation of Pro Forma Weighted Average Shares Outstanding.
23.1 --Consent of Arthur Anderson LLP.
23.2 --Consent of Testa, Hurwitz & Thibeault, LLP (included in
Exhibit 5.1).
24.1 --Power of Attorney (see page II-4).
27.1 --Financial Data Schedule
</TABLE>
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#Confidential treatment granted as to certain portions.
<PAGE>
Exhibit 5.1
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Testa, Hurwitz & Thibeault, LLP
125 High Street, High Street Tower
Boston, Massachusetts 02110
February 6, 1997
Cytyc Corporation
85 Swanson Road
Boxborough, MA 01719
RE: Registration Statement on Form S-1
Pursuant to Rule 462(b) Relating to 747,500 shares of Common Stock
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Dear Sir or Madam:
This opinion relates to an aggregate of 747,500 shares of Common Stock, par
value $.01 per share (the "Common Stock"), of Cytyc Corporation (the "Company"),
which are the subject matter of a Registration Statement on Form S-1 filed with
the Securities and Exchange Commission pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, on February 6, 1997 (the "Registration
Statement").
The 747,500 shares of Common Stock covered by the Registration Statement
consist of 650,000 shares being sold by the Company, and an additional 97,500
shares subject to an over-allotment option granted by the Company to the
underwriters named in the prospectus (the "Prospectus") incorporated by
reference in the Registration Statement.
Based upon such investigation as we have deemed necessary, we are of the
opinion that the shares of Common Stock being sold by the Company pursuant to
the Prospectus, when issued and paid for in accordance with the terms described
in the Prospectus, will have been validly issued and will be fully paid and
nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm in the Prospectus under
the caption "Legal Matters."
Very truly yours,
/s/ Testa, Hurwitz & Thibeault, LLP
Testa, Hurwitz & Thibeault, LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As Independent Public Accountants, we hereby consent to the use of our
reports (and to all references to our Firm) included in or made part of this
Registration Statement.
Arthur Andersen LLP
Boston, Massachusetts
February 6, 1997
