<PAGE>
As filed with the Securities and Exchange Commission on July 2, 1996
Registration No. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
Biocircuits Corporation
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(Exact name of registrant as specified in its charter)
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Delaware 94-3088884
- ------------------------ ------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
----------------------
1324 Chesapeake Terrace
Sunnyvale, CA 94089
(408) 745-1961
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(Address of principal executive offices)
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Dual Stock Option Plan
Restated 1992 Non-Employee Directors' Stock Option Plan
-----------------------------------------------------------
(Full title of the plans)
Donald B. Hawthorne
Vice President, Chief Financial Officer &
Secretary
Biocircuits Corporation
1324 Chesapeake Terrace
Sunnyvale, CA 94089
(408) 745-1961
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(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------------
Copies to:
Deborah A. Marshall, Esq.
Cooley Godward Castro Huddleson & Tatum
3000 El Camino Real
Palo Alto, CA 94306
(415) 843-5000
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Page 1 of ____
Exhibit Index at Page 6
<PAGE>
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES OFFERING PRICE PER AGGREGATE OFFERING
TO BE REGISTERED AMOUNT TO BE SHARE (1) PRICE (1) AMOUNT OF
REGISTERED REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stock Options and
Common Stock (par
value $.001) 350,000 $5.75 $2,012,500 $693.97
</TABLE>
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c). The price per share and aggregate
offering price are based upon the closing price of Registrant's Common Stock
on June 28, 1996 as reported on the NASDAQ National Market System.
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<PAGE>
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8 NOS. 33-50642, 33-64066 AND 33-89006
The contents of Registration Statements on Form S-8 Nos. 33-50642,
33-64066 and 33-89006 filed with the Securities and Exchange Commission on
August 12, 1992, June 8, 1993 and January 31, 1995, respectively, are
incorporated by reference herein.
EXHIBITS
EXHIBIT
NUMBER
- -------
5 Opinion of Cooley Godward Castro Huddleson & Tatum.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Cooley Godward Castro Huddleson & Tatum is contained
in Exhibit 5 to this Registration Statement
24 Power of Attorney is contained on the signature pages.
3.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Sunnyvale, State of
California, on July 2, 1996.
BIOCIRCUITS CORPORATION
By: /s/ Donald B. Hawthorne
-----------------------------------------------
Donald B. Hawthorne, Vice President, Chief
Financial Officer and Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John Kaiser and Donald B. Hawthorne,
and each or any one of them, his true and lawful attorney-in-fact and agent,
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 all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be
done in connection therewith, 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 any of them, or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
4.
<PAGE>
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ John Kaiser President; Chief Executive July 2, 1996
- ------------------------------ Officer; Director
(John Kaiser)
/s/ Donald B. Hawthorne Vice President, Chief Financial July 2, 1996
- ------------------------------ Officer; Secretary
(Donald B. Hawthorne)
/s/ Hans O. Ribi Senior Vice President, Chief July 2, 1996
- ------------------------------ Scientific Officer and Director
(Hans O. Ribi)
/s/ Robert Curry Director July 2, 1996
- ------------------------------
(Robert Curry, Ph.D.)
/s/ Harry F. Hixson, Jr. Director July 2, 1996
- ------------------------------
(Harry F. Hixson, Jr.)
/s/ Patrick Latterell Director July 2, 1996
- ------------------------------
(Patrick Latterell)
/s/ David Rubinfien Director July 2, 1996
- ------------------------------
(David Rubinfien)
</TABLE>
5.
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION SEQUENTIAL PAGE NUMBER
5 Opinion of Cooley Godward Castro Huddleson
& Tatum. 7
23.1 Consent of Ernst & Young LLP. 8
23.2 Consent of Cooley Godward Castro Huddleson
& Tatum is contained in Exhibit 5 to this
Registration Statement.
24 Power of Attorney is contained on the
signature pages. 4
6.
<PAGE>
[LETTERHEAD]
July 2, 1996
Biocircuits Corporation
1324 Chesapeake Terrace
Sunnyvale, CA 94089
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Biocircuits Corporation (the "Company") of a Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission covering the offering of up to 300,000 shares of the
Company's Common Stock, $.001 par value, pursuant to its Dual Stock Option Plan,
and the issuance of up to 50,000 shares of the Company's Common Stock, $.001 par
value, (the "Shares") under the Company's Restated 1992 Non-Employee Directors'
Stock Option Plan (the "Plans").
In connection with this opinion, we have examined the Registration Statement,
the Plans, your Certificate of Incorporation and Bylaws, as amended, and such
other documents, records, certificates, memoranda and other instruments as we
deem necessary as a basis for this opinion. We have assumed the genuineness and
authenticity of all documents submitted to us as originals, the conformity to
originals of all documents submitted to us as copies thereof, and the due
execution and delivery of all documents where due execution and delivery are a
prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Plans and the
Registration Statement, will be validly issued, fully paid, and nonassessable
(except as to shares issued pursuant to certain deferred payment arrangements,
which will be fully paid and nonassessable when such deferred payments are made
in full).
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
COOLEY GODWARD CASTRO
HUDDLESON & TATUM
Deborah A. Marshall
<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 Dual Stock Option Plan and Restated 1992 Non-
Employee Directors' Stock Option Plan of our report dated January 12, 1996,
except for 'Nature of Business and Financing' in Note 1 as to which the date is
March 28, 1996, with respect to the financial statements of Biocircuits
Corporation included in its Annual Report (Form 10-K) for the year ended
December 31, 1995, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Palo Alto, California
July 2, 1996
