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As Filed with the Securities and Exchange Commission on July 15, 1999
Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
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(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)
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1995 STOCK PLAN
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(Full Title of the Plan)
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PATRICK J. SULLIVAN
President and Chief Executive Officer
Cytyc Corporation
85 Swanson Road
Boxborough, MA 01719
(978) 263-8000
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(Name, Address and Telephone Number,
including Area code, of Agent For Service)
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Copy to:
JONATHAN M. MOULTON, ESQ.
Testa, Hurwitz & Thibeault, LLP
Oliver Street Tower
125 High Street
Boston, Massachusetts 02110
(617) 248-7000
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
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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
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<S> <C> <C> <C> <C>
1995 Stock Plan
Common Stock,
$.01 par value 517,078 shares $23.00 $11,892,794 $3,306.20
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(1) Pursuant to the terms of the Company's 1995 Stock Plan, an additional
517,078 shares of Common Stock may be issued effective as of the first
trading day of 1999 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 2,142,693 shares.
(2) None of such shares are subject to outstanding options. The price of $23.00
per share, which is the average of the bid and ask prices reported on the
Nasdaq National Market on July 13, 1999, is set forth solely for purposes of
calculating the filing fee pursuant to Rule 457(c).
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This Registration Statement registers additional securities of the same class
as other securities for which the Company's 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 the Company's 1988 Stock Plan, 1989
Stock Plan, 1995 Non-Employee Director Stock Option Plan, 1995 Employee Stock
Purchase Plan and 1995 Stock Plan, the Company's Registration Statement on Form
S-8 (File No. 333-22675), as filed with the Commission on March 3, 1997 relating
to the Company's 1995 Stock Plan, and the Company's Registration Statement on
Form S-8 (File No. 333-52921), as filed with the Commission on July 17, 1998
relating to the Company's 1995 Stock Plan, are effective. Pursuant to General
Instruction E to Form S-8, the contents of the above-listed Registration
Statements are hereby incorporated by reference.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The Company previously registered under the Securities Act an aggregate of
1,625,615 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, a Registration Statement on Form S-8 (File No.
333-22675), filed with the Commission on March 3, 1997, and a Registration
Statement on Form S-8 (File No. 333-52921), filed with the Commission on July
17, 1998, 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, 1998 filed pursuant to the Securities and 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, 1999 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.
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-3-
Item 8. Exhibits
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Exhibit No. Description of Exhibit
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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).
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(1) Incorporated by reference to Exhibit 4.8 of the Company's Registration
Statement on Form S-8 (File No. 333-2196).
(2) Filed herewith.
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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 Boxborough, Commonwealth of Massachusetts, on this
15th day of July 1999.
CYTYC CORPORATION
By: /s/ Patrick J. Sullivan
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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, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Capacity Date
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/s/ Patrick J. Sullivan President, Chief Executive July 15, 1999
- -------------------------- Officer and Director
Patrick J. Sullivan (Principal Executive Officer)
/s/ Joseph W. Kelly Vice President, July 15, 1999
- -------------------------- Chief Financial Officer and
Joseph W. Kelly Treasurer
(Principal Financial and
Accounting Officer)
/s/ Sally W. Crawford Director July 15, 1999
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Sally W. Crawford
/s/ Franklin J. Iris Director July 15, 1999
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Franklin J. Iris
/s/ William G. Little Director July 15, 1999
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William G. Little
/s/ C. William McDaniel Director July 15, 1999
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C. William McDaniel
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/s/ Anna S. Richo Director July 15, 1999
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Anna S. Richo
/s/ Monroe E. Trout Director July 15, 1999
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Monroe E. Trout, M.D.
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EXHIBIT INDEX
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<CAPTION>
Exhibit Description of Exhibit Page No.
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<S> <C> <C>
4 (1) 1995 Stock Plan
5 (2) Opinion of Testa, Hurwitz & Thibeault, LLP 7
23.1 (2) Consent of Arthur Andersen LLP 8
23.2 (2) Consent of Testa, Hurwitz & Thibeault, LLP (included in 7
Exhibit 5)
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(1) Incorporated by reference to Exhibit 4.8 of the Company's Registration
Statement on Form S-8 (File No. 333-2196).
(2) Filed herewith.
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Exhibit 5
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July 15, 1999
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")
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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 15, 1999 with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
relating to an aggregate of an additional 517,078 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
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Exhibit 23.1
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement on Form S-8 to our report dated
January 21, 1999 included in Cytyc Corporation's Form 10-K for the year ended
December 31, 1998 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
Boston, Massachusetts
July 14, 1999
