<PAGE>
As filed with the Securities and Exchange Commission on July 15, 1996
Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
PerSeptive Biosystems, Inc.
(Exact name of registrant as specified in its charter)
Delaware 04-2987616
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 Old Connecticut Path, Framingham, MA 01701
(Address of Principal Executive Offices) (Zip Code)
________________________
1992 Stock Plan
(Full title of the plan)
________________________
Noubar B. Afeyan
Chief Executive Officer
PerSeptive Biosystems, Inc.
500 Old Connecticut Path, Framingham, MA 01701
(Name and address of agent for service)
(508) 383-7700
(Telephone number, including area code, of agent for service)
________________________
Copy to:
Rufus C. King, Esq.
TESTA, HURWITZ & THIBEAULT
High Street Tower
125 High Street
Boston, Massachusetts 02110
617-248-7000
================================================================================
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to to be price offering registration
be registered registered per share price fee
- ------------- ------------- ----------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock 685,000 shares $8.50 (1) $5,822,500 $2,007.76
(Par Value $.01)
</TABLE>
================================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based on the average of the high and low prices reported
on the Nasdaq National Market on July 11, 1996.
================================================================================
<PAGE>
This Registration Statement registers additional securities of the same
class as other securities for which Registration Statement No. 33-49642 on Form
S-8 as filed with the Securities and Exchange Commission on July 15, 1992,
Registration Statement No. 33-80856 on Form S-8 as filed with the Securities
Exchange Commission on June 27, 1994 and Registration Statement No. 33-94606 as
filed with the Securities and Exchange Commission on July 14, 1995 relating to
the PerSeptive Biosystems, Inc. 1992 Stock Plan, as amended, and, in the case of
the 1992 Registration Statement, the 1989 Stock Plan, the 1992 Non-Employee
Director Stock Option Plan, as amended, and the 1992 Employee Stock Purchase
Plan are effective. Pursuant to General Instruction E, the contents of the
above-listed Registration Statements are hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
--------
Exhibit No. Description of Exhibit
----------- ----------------------
4.1 1992 Stock Plan of the Registrant, as amended on
February 8, 1996 (filed as Exhibit 4.1 to the
Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1996 and
incorporated herein by reference).
*5.1 Opinion of Testa, Hurwitz & Thibeault, LLP.
*23.1 Consent of Coopers & Lybrand L.L.P.
*23.2 Consent of Price Waterhouse LLP.
*23.3 Consent of Testa, Hurwitz & Thibeault, LLP
(contained in its opinion as Exhibit 5.1).
*24.1 Power of Attorney (contained in the signature page
of this Registration Statement).
___________________________
* Filed herewith
<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 Framingham and the Commonwealth of Massachusetts, on
this 15th day of July, 1996.
PERSEPTIVE BIOSYSTEMS, INC.
By: /s/ Noubar B. Afeyan
---------------------------
Noubar B. Afeyan
Chief Executive Officer
We, the undersigned officers and directors of PerSeptive Biosystems, Inc.
hereby severally constitute and appoint Noubar B. Afeyan, Thomas G. Ruane and
Jeffrey R. Moore, and each of them singly, our true and lawful attorneys with
full power to them, and each of them singly, to sign for us and in our names in
the capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all amendments (including post-effective amendments) to
said Registration Statement, and generally to do all things in our names and on
our behalf in our capacities as officers and directors to enable PerSeptive
Biosystems, Inc. to comply with the provisions of the Securities Act of 1933, as
amended, and all requirements of the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by our said
attorneys, or any of them, to said Registration Statement and all amendments
thereto.
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.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ Noubar B. Afeyan Chief Executive July 15, 1996
- ----------------------------
Noubar B. Afeyan Officer (Principal Executive
Officer), Director and Chairman
of the Board of Directors
/s/ John F. Smith President and Director July 15, 1996
- ----------------------------
John F. Smith
/s/ Thomas G. Ruane Senior Vice President and Chief July 15, 1996
- ----------------------------
Thomas G. Ruane Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Edwin M. Kania, Jr. Director July 15, 1996
- ----------------------------
Edwin M. Kania, Jr.
Director July __, 1996
____________________________
Daniel I.C. Wang
/s/ William F. Pounds Director July 15, 1996
- ----------------------------
William F. Pounds
</TABLE>
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Description of Exhibit
------- ----------------------
4.1 1992 Stock Plan of the Registrant, as amended on February 8,
1996 (filed as Exhibit 4.1 to the Registrant's Quarterly
Report on Form 10-Q for the quarterly period ended March 31,
1996 and incorporated herein by reference).
4.2 1992 Non-Employee Director Stock Option Plan, as amended on
March 11, 1996 (filed as Exhibit 4.2 to the Registrant's
Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 1996 and incorporated herein by reference).
*5.1 Opinion of Testa, Hurwitz & Thibeault, LLP.
*23.1 Consent of Coopers & Lybrand L.L.P.
*23.2 Consent of Price Waterhouse LLP.
*23.3 Consent of Testa, Hurwitz & Thibeault, LLP (contained
in its opinion as Exhibit 5.1).
*24.1 Power of Attorney (contained in the signature
page of this Registration Statement).
_______________________
* Filed herewith.
<PAGE>
Exhibit 5.1
July 15, 1996
PerSeptive Biosystems, Inc.
500 Old Connecticut Path
Framingham, MA 01701
Re: Registration Statement on Form S-8
Relating to the 1992 Stock Plan of PerSeptive
Biosystems, Inc., as amended (hereinafter the "Plan")
Ladies and Gentlemen:
Reference is made to the above-captioned Registration Statement on Form S-8
(the "Registration Statement") filed by PerSeptive Biosystems, Inc. (the
"Company") on July 15, 1996 with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, relating to an aggregate of 685,000
shares of Common Stock, $.01 par value per share, of the Company issuable
pursuant to the Plan (the "Shares").
We have examined such documents, certificates, records and matters of law
that we have deemed necessary or appropriate for the purpose of this opinion.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued and sold in accordance with the Plan, will be
validly issued, fully paid and nonassessable.
We hereby consent to filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Testa, Hurwitz & Thibeault, LLP
TESTA, HURWITZ & THIBEAULT, LLP
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8, of our reports dated November 15, 1995, on our audit of the
consolidated financial statements and financial statement schedule of PerSeptive
Biosystems, Inc.
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Boston, Massachusetts
July 15, 1996
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated December 28, 1994, except for Note 13,
as to which the date is August 11, 1995, appearing on page F-3 of Amendment No.
1 to PerSeptive Biosystems, Inc.'s Annual Report on Form 10-K for the year ended
September 30, 1995 filed on Form 10-K/A. We also consent to the incorporation by
reference of our report on the Financial Statement Schedule listed in Item
14(a)(2) of such Form 10-K/A.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Boston, Massachusetts
July 15, 1996
