<PAGE>
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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)
____________________
1997 Non-Qualified Stock Option 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:
Samuel P. Hunt III, Esq.
PerSeptive Biosystems, Inc.
500 Old Connecticut Path, Framingham, MA 01701
(508) 383-7700
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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 10,000 shares $ 6.5000(1) $ 65,000.00(1) $ 19.70
(Par Value $.01) 244,198 shares $ 7.125(1) $1,739,910.75(1) $527.25
50,000 shares $ 7.9375(1) $ 396,875.00(1) $120.27
45,800 shares $10.250(1) $ 469,450.00(1) $142.26
2 shares $10.75(2) $ 21.50(2) $ .01
Total 350,000 shares $2,671,257.25 $809.49
</TABLE>
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(1) Such shares are issuable upon exercise of outstanding options with
fixed exercise prices. Pursuant to Rule 457(h), the aggregate offering price
and the fee have been computed upon the basis of the price at which such options
may be exercised.
(2) 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 October 28, 1997.
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<PAGE>
This Registration Statement registers additional securities of the same
class as other securities for which Registration Statement No. 333-23773 on Form
S-8 as filed with the Securities and Exchange Commission on March 21, 1997
relating to the PerSeptive Biosystems, Inc. 1997 Non-Qualified Stock Option Plan
is effective. Pursuant to General Instruction E, the contents of the above-
listed Registration Statement is hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
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Exhibit No. Description of Exhibit
----------- ----------------------
*4.1 1997 Non-Qualified Stock Option Plan of the
Registrant, as amended on August 21, 1997.
*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).
<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 29th day of October, 1997.
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, John F. Smith and
Thomas G. Ruane, 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 October 29, 1997
- --------------------
Noubar B. Afeyan Officer (Principal Executive
Officer), Director and Chairman
of the Board of Directors
/s/ John F. Smith President and Director October 29, 1997
- --------------------
John F. Smith
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Thomas G. Ruane Senior Vice President and Chief October 29, 1997
- ------------------- Finnancial Officer
Thomas G. Ruane (Principal Financial and
Accounting Officer)
/s/ Edwin M. Kania, Jr Director October 29, 1997
- ----------------------
Edwin M. Kania, Jr.
/s/ Daniel I.C. Wang Director October 29, 1997
- --------------------
Daniel I.C. Wang
/s/ William F. Pounds Director October 29, 1997
- ---------------------
William F. Pounds
/s/ Bruce J. Ryan Director October 29, 1997
- -----------------
Bruce J. Ryan
</TABLE>
<PAGE>
EXHIBIT INDEX
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Exhibit Description of Exhibit
------- ----------------------
*4.1 1997 Non-Qualified Stock Option Plan of the Registrant,
as amended on August 21, 1996.
*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 4.1
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(As Amended, August 21, 1997)
PERSEPTIVE BIOSYSTEMS, INC.
1997 NON-QUALIFIED STOCK OPTION PLAN
------------------------------------
1. PURPOSE. This 1997 Non-Qualified Stock Option Plan (the "Plan") is
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intended to provide incentives to employees, consultants and certain new
officers of PerSeptive Biosystems, Inc. (the "Company"), and of any present or
future parent or subsidiaries of the Company (collectively, "Related
Corporations") by providing them with opportunities to purchase stock in the
Company pursuant to options ("Non-Qualified Options" or "Options") granted
hereunder which do not qualify as "incentive stock options" ("ISOs") under
Section 422(b) of the Internal Revenue Code of 1986, as amended (the "Code").
The Plan is not intended to provide Option grants to any person who is an
officer or director of the Company or Related Corporations, unless such grant is
an inducement essential to such person's entering into one or more employment
agreements with the Company as a new employee. As used herein, the terms
"parent" and "subsidiary" mean "parent corporation" and "subsidiary
corporation," respectively, as those terms are defined in Section 424 of the
Code.
2. ADMINISTRATION OF THE PLAN.
---------------------------
A. BOARD OR COMMITTEE ADMINISTRATION. The Plan shall be administered
---------------------------------
by the Board of Directors of the Company (the "Board"), or by a committee
appointed by the Board (the "Committee"). Hereinafter, all references in
this Plan to the "Committee" shall mean the Board if no Committee has been
appointed. Subject to ratification of the grant or authorization of each
Option by the Board (if so required by applicable state law), and subject to
the terms of the Plan, the Committee shall have the authority to (i)
determine to whom, from among the class of individuals and entities eligible
under paragraph 3 to receive Options, Options may be granted; (ii) determine
the time or times at which Options shall be granted; (iii) determine the
option price of shares subject to each Option, which price shall not be less
than the minimum price specified in paragraph 6; (iv) determine (subject to
paragraph 7) the time or times when each Option shall become exercisable and
the duration of the exercise period; (v) determine whether restrictions such
as repurchase options are to be imposed on shares subject to Options and the
nature of such restrictions, if any, and (vi) interpret the Plan and
prescribe and rescind rules and regulations relating to it. The Committee
shall take whatever actions it deems necessary, under Section 422 of the Code
and the regulations promulgated thereunder, to ensure that no Option issued
hereunder is treated as an ISO. The interpretation and construction by the
Committee of any provisions of the Plan or of any Option granted under it
shall be final unless otherwise determined by the Board. The Committee may
from time to time adopt such rules and regulations for carrying out the Plan
as it may deem advisable. No member of the Board or
<PAGE>
the Committee shall be liable for any action or determination made in good
faith with respect to the Plan or any Option granted under it.
B. COMMITTEE ACTIONS. The Committee may select one of its members as
-----------------
its chairman, and shall hold meetings at such time and places as it may
determine. A majority of the Committee shall constitute a quorum and acts by
a majority of the members of the Committee, or acts reduced to or approved in
writing by a majority of the members of the Committee (if consistent with
applicable state law), shall constitute the valid acts of the Committee.
From time to time the Board may increase the size of the Committee and
appoint additional members thereof, remove members (with or without cause)
and appoint new members in substitution therefor, fill vacancies however
caused, or remove all members of the Committee and thereafter directly
administer the Plan.
3. ELIGIBLE EMPLOYEES AND OTHERS. Non-Qualified Options may be granted to:
-----------------------------
(a) any employee or consultant of the Company or any Related Corporation who has
not been an officer of the Company prior to the date of such grant; or (b) any
new officer of the Company, if such grant is an inducement essential to the
individuals entering into one or more employment agreements with the Company as
a new employee. No Options may be granted to any other person under the Plan.
The Committee may take into consideration a recipient's individual circumstances
in determining whether to grant an Option. The granting of any Option to any
individual or entity shall neither entitle such grantee to, nor disqualify such
grantee from, participation in any other grant of Options.
4. STOCK. The stock subject to Options shall be authorized but unissued
-----
shares of Common Stock of the Company, par value $ .01 per share (the "Common
Stock"), or shares of Common Stock reacquired by the Company in any manner. The
aggregate number of shares which may be issued pursuant to the Plan is 550,000,
subject to adjustment as provided in paragraph 13. If any Option granted under
the Plan shall expire or terminate for any reason without having been exercised
in full or shall cease for any reason to be exercisable in whole or in part or
shall be repurchased by the Company, the unissued shares of Common Stock subject
to such Option shall again be available for grants of Options under the Plan.
For purposes of the foregoing sentence, shares withheld from the Option exercise
to pay the exercise price and/or tax consequences of the exercise shall be
deemed to have been issued.
5. GRANTING OF OPTIONS. Options may be granted under the Plan at any time
-------------------
on or after May 15, 1996 and prior to March 5, 2007. The date of grant of an
Option under the Plan will be the date specified by the Committee at the time it
grants the Option; provided, however, that such date shall not be prior to the
date on which the Committee acts to approve the grant.
6. MINIMUM OPTION PRICE. The exercise price per share specified in the
--------------------
agreement relating to each Option granted under the Plan (the "Agreement"), may
be less than the fair market value of the Common Stock of the Company on the
date of grant, but shall in no event be less than the minimum legal
consideration required therefor under the laws of Delaware or the laws of any
jurisdiction in which the Company or its successors in interest may be
organized.
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<PAGE>
7. OPTION DURATION. Subject to earlier termination as provided in
---------------
paragraphs 9 and 10 or as specified in the Agreement relating to such Option,
each Option shall expire on the date specified by the Committee, but not more
than ten years and one day from the date of grant.
8. EXERCISE OF OPTION. Subject to the provisions of paragraphs 9 through
------------------
12, each Option granted under the Plan shall be exercisable as follows:
A. VESTING. The Option shall either be fully exercisable on the date
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of grant or shall become exercisable thereafter in such installments as the
Committee may specify.
B. FULL VESTING OF INSTALLMENTS. Once an installment becomes
----------------------------
exercisable it shall remain exercisable until expiration or termination of
the Option, unless otherwise specified by the Committee.
C. PARTIAL EXERCISE. Each Option or installment may be exercised at
----------------
any time or from time to time, in whole or in part, for up to the total
number of shares with respect to which it is then exercisable.
D. ACCELERATION OF VESTING. The Committee shall have the right to
-----------------------
accelerate the date that any installment of any Option becomes exercisable.
9. TERMINATION OF BUSINESS RELATIONSHIP. Each Option may provide that it
------------------------------------
shall terminate before its stated expiration date, upon terms specified by the
Committee, if the optionee ceases to be an employee or consultant of the
Company, of any Related Corporation, or of the Company and all Related
Corporations (any such relationship hereinafter referred to as a "Business
Relationship with the Company"). Nothing in the Plan or any Option granted
hereunder shall be deemed to give any optionee the right to continue his or her
Business Relationship with the Company for any period of time.
10. DEATH; DISABILITY.
-----------------
A. DEATH. Unless otherwise specified by the Committee, if an
-----
optionee's Business Relationship with the Company terminates by reason of
death, his or her Option may be exercised, to the extent of the number of
shares with respect to which such optionee could have exercised it on the
date of such optionee's death, by such optionee's estate, personal
representative or beneficiary who has acquired the Option by will or by the
laws of descent and distribution, at any time prior to the earlier of the
specified expiration date of the Option or 180 days from the date of death.
B. DISABILITY. Unless otherwise specified by the Committee, if an
----------
optionee's Business Relationship with the Company terminates by reason of
such optionee's disability, such optionee shall have the right to exercise
his or her Option, to the extent of the number of shares with respect to
which such optionee could otherwise have exercised it on the date his or her
Business Relationship with the Company terminated, at any time prior to the
earlier of the specified expiration date of the Option or 180 days from the
date of the
-3-
<PAGE>
termination of the optionee's Business Relationship with the Company. For
the purposes of the Plan, the term "disability" shall mean "permanent and
total disability" as defined in Section 22(e)(3) of the Code or any successor
statute.
11. ASSIGNABILITY. No Option shall be assignable or transferable by the
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optionee except by will or by the laws of descent and distribution, and during
the lifetime of the optionee each Option shall be exercisable only by the
optionee.
12. TERMS AND CONDITIONS OF OPTIONS. Options shall be evidenced by
-------------------------------
instruments (which need not be identical) in such forms as the Committee may
from time to time approve. Such instruments shall conform to the terms and
conditions set forth in paragraphs 6 through 11 hereof and may contain such
other provisions as the Committee deems advisable which are not inconsistent
with the Plan, including restrictions applicable to shares of Common Stock
issuable upon exercise of Options. The Committee may specify that any Option
shall be subject to the restrictions set forth herein or, consistent with
paragraphs 7, 9 and 10 to such other or additional termination and cancellation
provisions as the Committee may determine. The Committee may from time to time
confer authority and responsibility on one or more of its own members and/or one
or more officers of the Company to execute and deliver such instruments. The
proper officers of the Company are authorized and directed to take any and all
action necessary or advisable from time to time to carry out the terms of such
instruments.
13. ADJUSTMENTS. Upon the occurrence of any of the following events, an
-----------
optionee's rights with respect to Options granted to such optionee hereunder
shall be adjusted as hereinafter provided, unless otherwise specifically
provided in the written agreement between the optionee and the Company relating
to such Option:
A. STOCK DIVIDENDS AND STOCK SPLITS. If the shares of Common Stock
--------------------------------
shall be subdivided or combined into a greater or smaller number of shares or
if the Company shall issue any shares of Common Stock as a stock dividend on
its outstanding Common Stock, the number of shares of Common Stock
deliverable upon the exercise of Options shall be appropriately increased or
decreased proportionately, and appropriate adjustments shall be made in the
purchase price per share to reflect such subdivision, combination or stock
dividend.
B. CONSOLIDATIONS OR MERGERS. If the Company is to be consolidated
-------------------------
with or acquired by another entity in a merger or other reorganization in
which the holders of the outstanding voting stock of the Company immediately
preceding the consummation of such event, shall, immediately following such
event, hold, as a group, less than a majority of the voting securities of the
surviving or successor entity, or in the event of a sale of all or
substantially all of the Company's assets or otherwise (each, an
"Acquisition"), the Committee or the board of directors of any entity
assuming the obligations of the Company hereunder (the "Successor Board"),
shall, as to outstanding Options, either (i) make appropriate provision for
the continuation of such Options by substituting on an equitable basis for
the shares then subject to such Options the consideration payable with
respect to the outstanding shares of Common Stock in connection with the
Acquisition; or (ii) upon
-4-
<PAGE>
written notice to the optionees, provide that all Options must be exercised,
to the extent then exercisable or to be exercisable as a result of the
Acquisition, within a specified number of days of the date of such notice, at
the end of which period the Options shall terminate; or (iii) terminate all
Options in exchange for a cash payment equal to the excess of the fair market
value of the shares subject to such Options (to the extent then exercisable
or to be exercisable as a result of the Acquisition) over the exercise price
thereof.
C. RECAPITALIZATION OR REORGANIZATION. In the event of a
----------------------------------
recapitalization or reorganization of the Company (other than a transaction
described in subparagraph B above) pursuant to which securities of the
Company or of another corporation are issued with respect to the outstanding
shares of Common Stock, an optionee upon exercising an Option shall be
entitled to receive for the purchase price paid upon such exercise the
securities such optionee would have received if such optionee had exercised
his or her Option prior to such recapitalization or reorganization.
D. DISSOLUTION OR LIQUIDATION. In the event of the proposed
--------------------------
dissolution or liquidation of the Company, each Option will terminate
immediately prior to the consummation of such proposed action or at such
other time and subject to such other conditions as shall be determined by the
Committee.
E. ISSUANCES OF SECURITIES. Except as expressly provided herein, no
-----------------------
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or
price of shares subject to Options. No adjustments shall be made for
dividends paid in cash or in property other than securities of the Company.
F. FRACTIONAL SHARES. No fractional shares shall be issued under the
-----------------
Plan and the optionee shall receive from the Company cash in lieu of such
fractional shares.
G. ADJUSTMENTS. Upon the happening of any of the events described in
-----------
subparagraphs A, B or C above, the class and aggregate number of shares set
forth in paragraph 4 hereof that are subject to Options which previously have
been or subsequently may be granted under the Plan shall also be
appropriately adjusted to reflect the events described in such subparagraphs.
The Committee or the Successor Board shall determine the specific adjustments
to be made under this paragraph 13 and, subject to paragraph 2, its
determination shall be conclusive.
14. MEANS OF EXERCISING OPTIONS. An Option (or any part or installment
---------------------------
thereof) shall be exercised by giving written notice to the Company at its
principal office address. Such notice shall identify the Option being exercised
and specify the number of shares as to which such Option is being exercised,
accompanied by full payment of the purchase price therefor either (a) in United
States dollars in cash or by check, (b) at the discretion of the Committee,
through delivery or withholding from the Option exercise of shares of Common
Stock having a fair market value equal as of the date of the exercise to the
cash exercise price of the Option, (c) at the discretion of the Committee, by
delivery of the optionee's personal recourse note bearing
-5-
<PAGE>
interest payable not less than annually at no less than 100% of the lowest
applicable Federal rate, as defined in Section 1274(d) of the Code, (d) at the
discretion of the Committee and consistent with applicable law, through the
delivery of an assignment to the Company of a sufficient amount of the proceeds
from the sale of the Common Stock acquired upon exercise of the Option and an
authorization to the broker or selling agent to pay that amount to the Company,
which sale shall be at the participant's direction at the time of exercise, or
(e) at the discretion of the Committee, by any combination of (a), (b), (c) and
(d) above. Notwithstanding the foregoing, no employee may pay any part of the
exercise price hereof by delivering shares of Common Stock to the Company unless
such Common Stock has been owned by such employee free of any substantial risk
of forfeiture for at least six months. The holder of an Option shall not have
the rights of a shareholder with respect to the shares covered by such Option
until the date of issuance of a stock certificate to such holder for such
shares. Except as expressly provided above in paragraph 13 with respect to
changes in capitalization and stock dividends, no adjustment shall be made for
dividends or similar rights for which the record date is before the date such
stock certificate is issued.
15. TERM AND AMENDMENT OF PLAN. This Plan was adopted by the Board on March
--------------------------
5, 1997. The Plan shall expire at the end of the day on March 5, 2007 (except as
to Options outstanding on that date). The Board may terminate or amend the Plan
in any respect at any time. Except as otherwise provided in this paragraph 15,
in no event may action of the Board alter or impair the rights of an optionee,
without his or her consent, under any Option previously granted to such
optionee.
16. APPLICATION OF FUNDS. The proceeds received by the Company from the sale
--------------------
of shares pursuant to Options granted under the Plan shall be used for general
corporate purposes.
17. WITHHOLDING OF ADDITIONAL INCOME TAXES. Upon the grant or exercise of an
--------------------------------------
Option or the vesting or transfer of restricted stock or securities acquired
upon the exercise of an Option hereunder, the Company may withhold or require
the optionee to pay additional withholding taxes in respect of amounts that
constitute compensation includible in gross income. The Committee in its
discretion may condition the grant or exercise of an Option or the vesting or
transferability of restricted stock or securities acquired by exercising an
Option, on the optionee's making satisfactory arrangement for such payment of
such additional withholding taxes. Such arrangement may include payment by the
optionee in cash or by check of the amount of the withholding taxes or, at the
discretion of the Committee, by the optionee's delivery of previously held
shares of Common Stock or the withholding from the shares of Common Stock
otherwise deliverable upon exercise of an Option shares having an aggregate fair
market value equal to the amount of such withholding taxes.
18. DETERMINATION OF FAIR MARKET VALUE OF COMMON STOCK. Whenever, under the
--------------------------------------------------
terms of any option agreement or in administering the Plan, it is necessary or
desirable to determine the fair market value of the Company's Common Stock, the
Committee shall make such determination in accordance with this Section. "Fair
Market Value" shall be determined as of the last business day for which the
prices or quotes discussed in this sentence are available prior to the date such
Option is granted and shall mean (i) the average (on that date) of the high
-6-
<PAGE>
and low prices of the Common Stock on the principal national securities exchange
on which the Common Stock is traded, if the Common Stock is then traded on a
national securities exchange; or (ii) the last reported sale price (on that
date) of the Common Stock on the Nasdaq National Market, if the Common Stock is
not then traded on a national securities exchange; or (iii) the closing bid
price (or average of bid prices) last quoted (on that date) by an established
quotation service for over-the-counter securities, if the Common Stock is not
reported on the Nasdaq National Market. However, if the Common Stock is not
publicly traded at the time an Option is granted under the Plan, "fair market
value" shall be deemed to be the fair value of the Common Stock as determined by
the Committee after taking into consideration all factors which it deems
appropriate, including, without limitation, recent sale and offer prices of the
Common Stock in private transactions negotiated at arm's length.
19. GOVERNMENTAL REGULATION. The Company's obligation to sell and deliver
-----------------------
shares of the Common Stock under this Plan is subject to the approval of any
governmental authority required in connection with the authorization, issuance
or sale of such shares. Government regulations may impose reporting or other
obligations on the Company with respect to the Plan. For example, the Company
may be required to file tax information returns reporting the income received by
optionees in connection with the Plan.
20. GOVERNING LAW. The validity and construction of the Plan and the
-------------
instruments evidencing Options shall be governed by the laws of the State of
Delaware, or the laws of any jurisdiction in which the Company or its successors
in interest may be organized.
-7-
<PAGE>
EXHIBIT 5.1
-----------
October 29, 1997
PerSeptive Biosystems, Inc.
500 Old Connecticut Path
Framingham, MA 01701
Re: Registration Statement on Form S-8
Relating to the 1997 Non-Qualified Stock Option 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 October 29, 1997 with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, relating to an aggregate of
350,000 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 the Registration Statement
of PerSeptive Biosystems, Inc. on Form S-8, related to the Company's 1997
Non-Qualified Stock Option Plan, of our report dated November 20, 1996, on our
audits of the consolidated financial statements and financial statement schedule
of PerSeptive Biosystems, Inc. as of September 30, 1996 and 1995, and for the
two years ended September 30, 1996 and 1995.
COOPERS & LYBRAND LLP
Boston, Massachusetts
October 24, 1997
<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 PerSeptive
Biosystem's Annual Report on Form 10-K for the year ended September 30, 1996.
We also consent to the incorporation by reference of our report on the Financial
Statement Schedule which appears on page S-2 of such Annual Report on Form 10-K.
PRICE WATERHOUSE LLP
Boston, Massachusetts
October 24, 1997
