<PAGE>
As filed with the Securities and Exchange Commission on July 17, 1998
Registration No. [________]
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CYTYC CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 02-0407755
- --------------------------------- -------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
85 Swanson Road, Boxborough, MA 01719
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(Address of Principal Executive Offices) (Zip Code)
_______________________
1995 STOCK PLAN
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(FULL TITLE OF THE PLAN)
__________________________
PATRICK J. SULLIVAN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CYTYC CORPORATION
85 SWANSON ROAD
BOXBOROUGH, MA 01719
(508) 263-8000
-----------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
___________________
COPY TO:
JONATHAN M. MOULTON, ESQ.
TESTA, HURWITZ & THIBEAULT, LLP
HIGH STREET TOWER
125 HIGH STREET
BOSTON, MASSACHUSETTS 02110
(617) 248-7000
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Title Of Maximum Maximum
Securities Amount Offering Aggregate Amount of
To Be To Be Price Per Offering Registration
Registered Registered(1) Share(2) Price Fee
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1995 STOCK PLAN
Common Stock,
$.01 par value 454,115 shares $18.00 $8,174,070 $2,411.35
=================================================================================================================
</TABLE>
(1) Pursuant to the terms of the Company's 1995 Stock Plan, an additional
454,115 shares of Common Stock may be issued effective as of the first
trading day of 1998 and such additional shares are registered hereby. Upon
the filing and effectiveness of this Registration Statement on Form S-8, the
total number of shares of Common Stock registered pursuant to the 1995 Stock
Plan will be 1,625,615 shares.
(2) None of such shares are subject to outstanding options. The price of $18.00
per share, which is the average of the high and low prices reported on the
Nasdaq National Market on July 14, 1998, is set forth solely for
purposes of calculating the filing fee pursuant to Rule 457(c).
================================================================================
This Registration Statement registers additional securities of the same class
as other securities for which the Registration Statement on Form S-8 (File No.
333-2196), as filed with the Securities and Exchange Commission (the
"Commission") on March 8, 1996 relating to Cytyc Corporation's 1995 Stock Plan,
and as amended on Form S-8 (File No. 333-22675), as filed with the Commission on
March 3, 1997, is effective. Pursuant to General Instruction E to Form S-8, the
contents of the above-listed Registration Statements are hereby incorporated by
reference.
1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The Company previously registered under the Securities Act an aggregate of
1,171,500 shares of Common Stock offered pursuant to the 1995 Stock Plan
pursuant to a Registration Statement on Form S-8 (File No. 333-2196) filed with
the Commission on March 8, 1996, as amended on Form S-8 (File No. 333-22675),
filed with the Commission on March 3, 1997, which are incorporated in this
Registration Statement by reference.
The following documents filed with the Commission are incorporated by
reference in this Registration Statement:
(a) Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 filed pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act");
(b) Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 1998 filed pursuant to the Exchange Act; and
(c) The section entitled "Description of Registrant's Securities to be
Registered" contained in the Registrant's Registration Statement on
Form 8-A, filed with the Commission pursuant to Section 12(g) of the
Exchange Act on January 16, 1996.
All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered herein 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.
Any statement contained in any document incorporated, or deemed to be
incorporated, by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is, or is
deemed to be, incorporated by reference herein modifies or supersedes such
statement. Except as so modified or superseded, such statement shall not be
deemed to constitute a part of this Registration Statement.
2
<PAGE>
Item 8. Exhibits
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Exhibit No. Description of Exhibit
- ----------- ----------------------
4(1) 1995 Stock Plan, as amended.
5(2) Opinion of Testa, Hurwitz & Thibeault, LLP.
23.1(2) Consent of Arthur Andersen LLP.
23.2(2) Consent of Testa, Hurwitz & Thibeault, LLP (included in
Exhibit 5).
24(3)(4) Power of Attorney (included as part of the signature page
to this Registration Statement).
- -----------
(1) Incorporated by reference to the Company's Registration Statement on
Form S-8 (File No. 333-2196), as amended on Form S-8 (File No. 333-22675).
(2) Filed herewith.
(3) Incorporated by reference to page 8 of the Company's Registration Statement
on Form S-8 (File No. 333-2196).
(4) See page 4 hereof.
3
<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 Boxborough, Commonwealth of Massachusetts, on this
17th day of July, 1998.
CYTYC CORPORATION
By: /s/ Patrick J. Sullivan
---------------------------
Patrick J. Sullivan
President and Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Cytyc Corporation, hereby
severally constitute and appoint Patrick J. Sullivan and Joseph W. Kelly, and
each of them singly, our true and lawful attorneys, with full power to them and
each of them singly, to sign for us in our names in the capacities indicated
below, all pre-effective and post-effective amendments to this registration
statement, and generally to do all things in our names and on our behalf in such
capacities to enable Cytyc Corporation to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the Securities and
Exchange Commission.
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.
Signature Capacity Date
- --------- -------- ----
* President, Chief Executive July 17, 1998
- ------------------- Officer and Director
Patrick J. Sullivan (Principal Executive Officer)
* Vice President, July 17, 1998
- ------------------- Chief Financial Officer and
Joseph W. Kelly Treasurer
(Principal Financial and
Accounting Officer)
/s/ Sally W. Crawford Director July 17, 1998
- ---------------------
Sally W. Crawford
* Director July 17, 1998
- ---------------------
Franklin J. Iris
/s/ William G. Little Director July 17, 1998
- ---------------------
William G. Little
* Director July 17, 1998
- ---------------------
C. William McDaniel
/s/ Anna S. Richo Director July 17, 1998
- ---------------------
Anna S. Richo
* Director July 17, 1998
- ---------------------
Monroe Trout, M.D.
*By: /s/ Patrick J. Sullivan
-----------------------
Patrick J. Sullivan
Attorney-in-Fact
4
<PAGE>
EXHIBIT INDEX
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Exhibit Description of Exhibit Page No.
- ------- ---------------------- --------
4(1) 1995 Stock Plan
5(2) Opinion of Testa, Hurwitz & Thibeault, LLP 6
23.1(2) Consent of Arthur Andersen LLP 7
23.2(2) Consent of Testa, Hurwitz & Thibeault, LLP (included in 6
Exhibit 5)
24(3)(4) Power of Attorney (included as part of the signature 4
page to this Registration Statement).
- -------
(1) Incorporated by reference to the Company's Registration Statement on
Form S-8 (File No. 333-2196) as amended on Form S-8 (File No. 333-22675).
(2) Filed herewith.
(3) Incorporated by reference to page 8 of the Company's Registration Statement
on Form S-8 (File No. 333-2196).
(4) See page 4 hereof.
<PAGE>
Exhibit 5
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July 17, 1998
Cytyc Corporation
85 Swanson Road
Boxborough, MA 01719
Re: Registration Statement on Form S-8 Relating to the 1995 Stock Plan
(the "1995 Plan") of Cytyc Corporation (the "Company")
------------------------------------------------------------------
Dear Sir or Madam:
Reference is made to the above-captioned Registration Statement on
Form S-8 (the "Registration Statement") filed by the Company on July 17, 1998
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to an aggregate of an additional 454,115 shares of Common
Stock, $.01 par value per share, of the Company issuable pursuant to the Plan
(the "Shares").
We have examined, are familiar with, and have relied as to factual
matters solely upon, copies of the Plan, as amended, the Third Amended and
Restated Certificate of Incorporation, as amended, and the By-Laws of the
Company, as amended, the minute books and stock records of the Company and
originals of such other documents, certificates and proceedings as we have
deemed necessary for the purpose of rendering this opinion.
Based on the foregoing, we are of the opinion that the Shares have
been duly authorized and, when issued and paid for in accordance with the terms
of the Plan according to the terms of any option or purchase right granted
thereunder and duly authorized by the Company's Board of Directors or
Compensation Committee and/or any related agreements with the Company, the
shares will be validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement, and further consent to the use of our name wherever
appearing in the Registration Statement and any amendments thereto.
Very truly yours,
TESTA, HURWITZ & THIBEAULT, LLP
<PAGE>
Exhibit 23.1
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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
July 16, 1998
