<PAGE>
As filed with the Securities and Exchange Commission on February 6, 1997
Registration No. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
BIOCIRCUITS CORPORATION
(Exact name of registrant as specified in its charter)
----------------------
DELAWARE 94-3088884
(State of Incorporation) (I.R.S. Employer Identification No.)
----------------------
1324 CHESAPEAKE TERRACE
SUNNYVALE, CALIFORNIA 94089
(408) 745-1961
(Address of principal executive offices)
----------------------
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
Donald B.Hawthorne
Vice President, Chief Financial Officer, and Secretary
Biocircuits Corporation
1324 Chesapeake Terrace
Sunnyvale, California 94089
(408) 745-1961
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
----------------------
Copies to:
Deborah A. Marshall, Esq.
Cooley Godward LLP
Five Palo Alto Square
Palo Alto, California 94306
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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- --------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED SHARE (1) PRICE (1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Stock Options and
Common Stock (par 175,000 $2.438 $426,650 $129.29
value $.001)
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- --------------------------------------------------------------------------------------------------
</TABLE>
(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 February 3, 1997 as reported on the NASDAQ National Market
System.
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Page 1 of _______
Exhibit Index at Page _______
<PAGE>
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8 NO. 33-48296
The contents of Registration Statement on Form S-8 No. 33-48296 filed with
the Securities and Exchange Commission on June 2, 1992 are incorporated by
reference herein.
EXHIBITS
EXHIBIT
NUMBER
- -------
5 Opinion of Cooley Godward LLP
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5 to this
Registration Statement
24 Power of Attorney is contained on the signature pages.
<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
February 6, 1997.
BIOCIRCUITS CORPORATION
/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.
3.
<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.
SIGNATURE TITLE DATE
/s/ John Kaiser President, Chief Executive February 6, 1997
- ---------------------- Officer, Director
John Kaiser
/s/ Donald B. Hawthorne Vice President, Chief Financial February 6, 1997
- ---------------------- Officer, Secretary
Donald B. Hawthorne
/s/ Hans O. Ribi Senior Vice President, Chief
- ---------------------- Scientific Officer, Director February 6, 1997
Hans O. Ribi
/s/ Robert Curry
- ---------------------- Director February 6, 1997
Robert Curry
/s/ Patrick Latterell
- ---------------------- Director February 6, 1997
Patrick Latterell
/s/ David Rubinfein
- ---------------------- Director February 6, 1997
David Rubinfein
4.
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION SEQUENTIAL PAGE NUMBER
5 Opinion of Cooley Godward LLP
23.1 Consent of Ernst & Young LLP,
Independent Auditors
23.2 Consent of Cooley Godward LLP is
contained in Exhibit 5 to this
Registration Statement
24 Power of Attorney is contained on the
signature pages.
5.
<PAGE>
EXHIBIT 5
[LETTERHEAD]
Opinion of Cooley Godward LLP
February 5, 1997
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 175,000 shares of the
Company's Common Stock, $.001 par value, (the "Shares") pursuant to its
Employee Stock Purchase Plan (the "Plan").
In connection with this opinion, we have examined the Registration Statement
and related Prospectus, your Certificate of Incorporation and By-laws, 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 Plan, the
Registration Statement and related Prospectus, 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 LLP
/s/ Deborah A. Marshall
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 Employee Stock Purchase Plan of Biocircuits
Corporation 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
February 5, 1997
