<PAGE> 1
As filed with the Securities and Exchange Commission on July 2, 1997
Registration No. 33-92796
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
i-STAT CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
22-2542664
(I.R.S. Employer Identification Number)
303 COLLEGE ROAD EAST, PRINCETON, NJ 08540, (609) 243-9300
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
Roger J. Mason Esteban A. Ferrer, Esq.
Vice President of Finance and Paul, Hastings, Janofsky & Walker LLP
Chief Financial Officer 1055 Washington Boulevard
i-STAT Corporation Stamford, Connecticut 06901
303 College Road East
Princeton, NJ 08540
(609) 243-9300
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
CALCULATION OF REGISTRATION FEE
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<CAPTION>
==================================================================================================================================
Proposed Proposed
Amount Maximum Maximum Amount of Registration
Title of Securities to be Aggregate Price Aggregate Fee(2)
to be Registered Registered Per Share(1) Offering Price(1)
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<S> <C> <C> <C> <C>
Common Stock, $.15 par value 1,850,000 $13.25 $30,007,000 9,092.12
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee. Such estimate has been calculated in accordance with
Rule 457(c) and is based upon the average of the high and low prices per
share of the Registrant's Common Stock as reported by the National
Association of Securities Dealers Automated Quotation National Market
System on June 26, 1997.
(2) A registration fee of $17,845 was previously paid.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THE REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED JULY 2, 1997
PROSPECTUS
1,850,000 SHARES
i-STAT CORPORATION
COMMON STOCK
All of the shares of Common Stock offered hereby (the
"Shares") are being offered for the account of security holders (the "Selling
Stockholders"), and none of the shares of Common Stock offered hereby is being
offered by i-STAT Corporation ("i-STAT" or the "Company").
The Shares may be offered for sale from time to time by the
Selling Stockholders in brokerage transactions at prevailing market prices or in
transactions at negotiated prices. No representation is made that any Shares
will or will not be offered for sale. The Company will not receive any proceeds
from the sale of the Shares. All costs, expenses and fees incurred in connection
with the registration of the Shares, estimated to be approximately $17,500, are
being borne by the Company, but all selling and other expenses incurred by the
Selling Stockholders will be borne by such Selling Stockholders. See "Plan of
Distribution."
The Selling Stockholders, and the brokers through whom sales
of the Shares are made, may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act of 1933, as amended. In addition, any
profits realized by the Selling Stockholders or such brokers on the sale of the
Shares may be deemed to be underwriting commissions.
The Common Stock is traded on The NASDAQ Stock Market's
National Market System under the symbol "STAT." On June 30, 1997, the last sale
price of the Common Stock, as reported on the NASDAQ National Market System, was
$17.125 per share.
THE OFFERING INVOLVES A HIGH DEGREE OF RISK. FOR A DISCUSSION
OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN
THE SHARES, SEE "RISK FACTORS."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus is __________, 1997
<PAGE> 3
AVAILABLE INFORMATION
i-STAT is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports and other information with the Securities
and Exchange Commission (the "Commission"). Copies of reports, proxy statements
and other information filed by the Company with the Commission can be inspected
and copied at the Commission's public reference facilities at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549 and, upon request, may be made
available at the Commission's regional offices at 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511, and at 7 World Trade Center, 13th
Floor, New York, New York 10048.
The Company's Common Stock is traded on the NASDAQ National
Market System. Copies of reports, proxy statements and other information
concerning the Company can also be inspected at the offices of the National
Association of Securities Dealers, Inc., located at 1735 K Street, N.W.,
Washington, D.C. 20006.
The Company also has filed with the Commission a Registration
Statement on Form S-3 (together with all amendments and exhibits thereto, the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act") with respect to the Shares offered hereby. This Prospectus
does not contain all of the information set forth in the Registration Statement
and the exhibits and schedules thereto. For further information with respect to
the Company and the offering, reference is made to such Registration Statement,
exhibits and schedules, which may be inspected without charge at the
Commission's office in Washington, D.C., and copies of all or any part thereof
may be obtained from such office after payment of fees prescribed by the
Commission.
TABLE OF CONTENTS
<TABLE>
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Page
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<S> <C>
AVAILABLE INFORMATION................................................... 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE......................... 3
THE COMPANY............................................................. 4
RISK FACTORS............................................................ 4
SELLING STOCKHOLDERS.................................................... 8
TRANSFER AGENT AND REGISTRAR............................................ 15
PLAN OF DISTRIBUTION.................................................... 15
EXPERTS................................................................. 16
LEGAL MATTERS........................................................... 16
</TABLE>
NO DEALER, SALESMAN OR OTHER PERSON IS AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFER MADE HEREBY. IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY i-STAT OR
ANY SELLING STOCKHOLDER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR
A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY TO ANY
PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR
SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF i-STAT SINCE THE DATE HEREOF.
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<PAGE> 4
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the
Commission are incorporated herein by reference: (i) the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) the
Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
1997, (iii) the Company's Current Report on Form 8-K, filed with the Commission
on July 1, 1997 and (iv) the description of the Company's Common Stock
contained in the Company's registration statement on Form 8-A (File No.
0-19841), including any amendments or reports filed for the purpose of updating
such description.
All reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the termination of this offering shall be incorporated by reference
herein and shall be deemed to be a part hereof from the date of the filing of
such reports and documents. Any statement contained in any document incorporated
by reference shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement.
The Company hereby undertakes to provide without charge to
each person, including any beneficial owner, to whom a prospectus is delivered,
upon the written or oral request of such person a copy of any and all of the
information that has been incorporated by reference in this Prospectus (not
including exhibits to the information that is incorporated by reference unless
such exhibits are specifically incorporated by reference into the information
that this Prospectus incorporates). Such request should be addressed to: i-STAT
Corporation, 303 College Road East, Princeton, NJ 08540, (609) 243-9300,
Attention: Chief Financial Officer.
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<PAGE> 5
THE COMPANY
The Company was incorporated on December 29, 1983, as a
Delaware corporation. The Company's principal executive offices are located at
303 College Road East, Princeton, New Jersey 08540, and its telephone number at
that location is (609) 243-9300. The Company has a wholly owned subsidiary,
i-STAT (Canada) Limited, that was incorporated in the Province of Ontario,
Canada in March 1988. Unless the context otherwise requires, the terms "i-STAT"
and the "Company" as used in this Prospectus refer to the Company and its
subsidiary.
RISK FACTORS
AN INVESTMENT IN THE SHARES OFFERED HEREBY INVOLVES A HIGH
DEGREE OF RISK AND SHOULD NOT BE MADE BY PERSONS WHO CANNOT AFFORD THE LOSS OF
THEIR ENTIRE INVESTMENT. IN EVALUATING THE COMPANY AND ITS BUSINESS, PROSPECTIVE
INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS IN ADDITION TO
THE OTHER INFORMATION INCLUDED HEREIN.
ABSENCE OF PROFITABILITY. The Company was organized in 1983
and from its inception through March 31, 1997, the Company has never made a
profit and has incurred cumulative losses of approximately $145.3 million. There
can be no assurance that the Company will ever achieve profitability, and the
Company anticipates incurring additional losses. No assurance exists that the
Company will be able to market its products at prices and in quantities that
will enable the Company to achieve profitability or that the Company will not
encounter substantial delays and expenses related to new product development,
production and marketing problems or other unforeseen difficulties.
RELIANCE ON i-STAT SYSTEM(R), MARKET ACCEPTANCE. The future of
the Company is dependent on the success of the i-STAT System. No assurance
exists that the Company will gain levels of market acceptance of the i-STAT
System necessary to ensure the Company's profitability. The Company's marketing
success depends, in large part, upon the ability of the Company's sales and
marketing personnel to successfully demonstrate to potential customers the ease
of use, reliability and cost-effectiveness of the Company's products, the
Company's ability to employ and retain highly trained sales and marketing
personnel and the Company's ability to forge strategic alliances with others to
facilitate access into new markets. The range of blood tests that the i-STAT
System can perform will also affect market demand. No assurance exists that the
Company will be able to develop additional blood tests. Market acceptance is
also affected by state and local law limitations and regulations on the use of
medical devices by persons other than physicians or specially-licensed
technicians and the effects of federal government initiatives concerning health
care legislation and regulation of the market for the Company's products. It has
been the Company's experience that a lengthy time period exists between initial
marketing discussions and the attainment of full-potential cartridge use by that
customer, due to the involvement of multiple decision makers at a hospital and
the challenges associated with restructuring existing laboratory operations.
Substantial marketing challenges lie ahead for the Company, and no assurance
exists that the Company can market its products in an effective manner.
MANUFACTURING CONSIDERATIONS. In order to be profitable, the
Company must manufacture its products in greater quantities than it has to date
and improve production efficiencies. No assurance can be given that the Company
will ultimately be able to produce its products at commercially reasonable
costs. Some of the components of the i-STAT System are custom manufactured by a
limited number of outside vendors. While the Company continues to expand the
number of vendors which have the capacity to produce these components, the loss
of its sources of supply for such components could adversely impact the
Company's ability to meet the demand for its products. The Company's Kanata,
Ottawa, wafer fabrication facility is the only source of its proprietary thin
film, biosensor chips and consequently, any damage to the facility as a result
of fire or other causes could materially and adversely impact the Company.
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<PAGE> 6
FUTURE CAPITAL NEEDS. The Company expects its existing funds
to be sufficient to meet its obligations and its liquidity and capital
requirements for the foreseeable future. However, the Company believes that in
order to meet its strategic objectives it must continue to explore sources of
financing, including strategic corporate alliances and the sale of additional
equity or debt. The Company has no commitments for any additional financing, and
no assurance exists that any such commitments can be obtained on favorable
terms, if at all. Any additional equity financing may result in dilution to the
Company's stockholders, and any debt financing may entail restrictions on the
Company's right to declare dividends or on the manner in which the Company
conducts its business.
DEPENDENCE ON PATENTS AND PROPRIETARY TECHNOLOGY. The
commercial success of the Company is dependent, in part, upon trade secrets,
know-how, trademarks, patents and other proprietary rights owned by the Company.
While the Company actively seeks patent protection both in the United States and
abroad for certain of its proprietary technology, no assurance exists that the
Company's patents will not be challenged by third parties, invalidated or
designed around or that they will provide protection that has commercial
significance. Furthermore, there can be no assurance that any pending patent
applications or applications filed in the future will result in the issuance of
a patent. Litigation, which could be costly and time consuming, may be necessary
to protect the Company's patent positions. The invalidation of key patents owned
by the Company could permit increased competition, with potential adverse
effects on the Company and its business prospects. In addition, there can be no
assurance that any application of the Company's technology will not infringe
patents or proprietary rights of others or that licenses that might be required
for the Company's processes or products would be available on commercially
reasonable terms, if at all. Furthermore, no assurance exists that the Company
will be able to maintain the confidentiality of its trade secrets or know-how or
that others may not develop or acquire trade secrets or know-how similar to
those of the Company.
TECHNOLOGICAL CHANGE AND INTENSE COMPETITION; RISK OF
OBSOLESCENCE. The field of blood testing has undergone rapid and significant
change, and the Company expects that it will continue to do so. The Company's
success depends significantly on its ability to establish and maintain a
competitive position in this field. The Company expects that manufacturers of
conventional blood analysis products used in clinical laboratories will compete
intensely to maintain their markets and revenue. Some of these manufacturers
currently offer products which are perceived as being less expensive to operate
than the products the Company offers and expects to offer. No assurance exists
that competitive pressures will not result in reduction in prices of the
Company's products, which could adversely affect the Company's profitability.
Further, the Company currently cannot provide the same range of tests provided
by many of these manufacturers. In addition, health care providers may choose to
maintain their established means of having such tests performed. The Company
also faces competition from makers of other blood analyzers intended for
point-of-care use. Many of the Company's competitors have substantially greater
capital resources, research and development staffs and facilities than the
Company. Rapid technological change or development by others may result in the
Company's products becoming obsolete or non-competitive. To respond to these
expected changes and to improve or sustain marketability of its products, the
Company will be required to make substantial investments in product improvement
and development in order to periodically enhance its existing products and
successfully introduce new products. There can be no assurance that the Company
will either have the resources required to make such investments or, assuming it
has the required resources, be able to respond adequately to changes in
technology or changes in the markets for its products. In addition, to the
extent that the Company seeks to develop new products, there can be no assurance
that such products will be successfully developed, or if developed, that such
products will be successfully introduced to the market.
GOVERNMENT REGULATION. Human diagnostic products are subject,
prior to clearance for marketing, to rigorous pre-clinical and clinical testing
mandated by the United States Food and Drug Administration (the "FDA") and
comparable agencies in other countries and, to a lesser extent, by state
regulatory authorities. Manufacturing facilities are also subject to FDA
inspection on a periodic basis. Although the Company has obtained all required
FDA clearances to produce and sell those products it currently markets, these
clearances are subject to continual review, and later discovery of previously
unknown problems may result in restrictions on the product's marketing or
withdrawal of the product from the market. The
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<PAGE> 7
Company's long-term business strategy includes development of additional
biosensors, and any such biosensors will be subject to the same regulatory
process, which can be costly and time consuming. No assurance exists that
required clearances will be received. The Company's products are also affected
by the Clinical Laboratory Improvement Amendments of 1988. This law is intended
to assure the quality and reliability of all medical testing in the U.S.
regardless of where tests are performed. Additionally, state regulations that
permit only physicians and licensed medical technicians to use diagnostic
instruments like the i-STAT System are impacting, and will continue to impact,
the rate of market acceptance of the Company's products.
The Company also markets its products in Japan, Europe, Canada
and South America and plans to market its products in several other foreign
markets. Governmental requirements pertaining to the i-STAT System vary widely
from country to country, involving anything from simple product registrations to
detailed submissions such as those required by the FDA. There is no assurance
that any registrations that have been granted will not be revoked or that, if
the Company applies for any additional registrations or approvals, they will be
issued.
DEPENDENCE ON MANAGEMENT AND OTHER KEY PERSONNEL. The success
of the Company is highly dependent upon the continued availability of a limited
number of executives, scientists and engineers, including William P. Moffitt,
President and Chief Executive Officer of the Company, and Imants R. Lauks,
Executive Vice President and Chief Technology Officer of the Company, the loss
of whom could have a materially adverse effect on the Company. In addition, the
Company has an ongoing need to expand its management, marketing and support
personnel. Competition for personnel having the qualifications required by the
Company is intense, and no assurance exists that the Company will be successful
in recruiting or retaining such personnel in the future.
PRODUCT LIABILITY AND INSURANCE; POSSIBILITY OF EXPOSURE OF
CLAIMS. The clinical testing, manufacturing and marketing of the Company's
products necessarily involves the risk of product liability. The Company
currently has liability insurance in the aggregate amount of $16 million. While
to date, no product liability claims have been made against the Company, if the
Company does not or cannot maintain its existing or comparable liability
insurance, its ability to market its products may be significantly impaired. The
amount and scope of any insurance coverage obtained by the Company may not be
adequate to protect the Company in the event of a successful product liability
claim.
RISK ASSOCIATED WITH INTERNATIONAL OPERATIONS. As part of its
business strategy, the Company is seeking opportunities to expand its product
offerings into international markets. In marketing its products internationally,
the Company has adopted the strategy of forging marketing alliances with
companies with proven commercialization capabilities in such markets. The
Company has, over time, developed strategies and techniques for marketing the
i-STAT System in the United States which may not have application in foreign
markets, and a substantial investment of time and resources may be required in
order for the Company or its strategic partners to develop marketing strategies
and techniques that will prove effective in foreign markets. The Company will
likely face new competitors in foreign markets and there can be no assurance
that the Company or its strategic partners will be successful in marketing or
distributing products in these markets. The Company's international business may
be adversely affected by changing economic conditions in foreign countries. The
majority of the Company's sales are currently denominated in U.S. dollars, but
there can be no assurance that a significantly higher level of future sales will
not be denominated in foreign currencies. To the extent the Company makes sales
denominated in currencies other than U.S. dollars, gains and losses on the
conversion of those sales to U.S. dollars may contribute to fluctuations in the
Company's business, financial condition and results of operations. In addition,
fluctuations in exchange rates could affect demand for the Company's products
and services. Engaging in international business inherently involves a number of
other difficulties and risks, such as export restrictions, export controls
relating to technology, compliance with existing and changing regulatory
requirements, tariffs and other trade barriers, longer payment cycles, problems
in collecting accounts receivable, political instability, and potentially
adverse tax consequences. In addition, agreements may be difficult to enforce
and receivables difficult to collect through a foreign country's legal system,
and the protection of intellectual property in foreign countries may be more
difficult to enforce. There
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<PAGE> 8
can be no assurance that one or more of these factors will not have a material
and adverse effect on the Company's business, financial condition or results of
operations.
REIMBURSEMENT. The Company's products are generally purchased
by health care providers, which then seek reimbursement from various public and
private third party payors, such as Medicare, Medicaid and indemnity insurers,
for health care services provided to patients. Government and private third
party payors are increasingly attempting to contain health care costs by
limiting both the extent of coverage and the reimbursement rate for new
diagnostic and therapeutic products and services. Governmental and other third
party payors can indirectly affect the pricing or the relative attractiveness of
the Company's products by regulating the maximum amount of reimbursement
provided for blood testing services. If the reimbursement amounts for blood
testing services are decreased in the future, it may decrease the amount which
physicians and hospitals are able to charge patients for such services and
consequently may adversely affect the price the Company can charge for its
products.
ANTITAKEOVER PROVISIONS. Certain provisions of the Company's
Certificate of Incorporation and Bylaws, including provisions providing for
exculpation of directors in certain circumstances, and the Company's Stockholder
Rights Plan, may have the effect of delaying, deferring or preventing a change
in control of the Company without further action by the stockholders, may
discourage bids for the Common Stock, may adversely affect the market price of,
and the voting and other rights of the holders of, the Common Stock and may
discourage takeover attempts not first approved by the Board of Directors
(including takeovers which certain stockholders may deem to be in their best
interests). The Company will be subject to Section 203 of the Delaware General
Corporation Law which, in general, imposes restrictions upon certain acquirers
(including their affiliates and associates) of 15% or more of the Company's
Common Stock.
VOLATILITY OF STOCK PRICE. The market price of the Common
Stock historically has been highly volatile due, in part, to substantial "short
sale" trading activity with respect to the Common Stock. Future announcements
concerning the Company or its competitors, including operating results,
technological innovations or new commercial products, government regulations,
developments concerning proprietary rights, or litigation could have a
significant impact on the market price of the Common Stock. There can be no
assurance that the trading price of the Company's Common Stock will remain at or
near its current level.
DILUTION. The Company has granted options to purchase an
aggregate of approximately 1.9 million shares of Common Stock to its employees
and directors at exercise prices which, in some cases, are below the current
market price of the Common Stock. The Company may also issue additional stock,
warrants and/or options in order to raise funds or in connection with its
employee benefit plans. During the terms of any such options and warrants, the
holders thereof have an opportunity to profit from a future rise, if any, in the
market price of the Common Stock. The exercise of any such outstanding options
or warrants or the issuance of additional options or warrants or other equity or
derivative securities of the Company may adversely affect the market value of
the Shares offered hereby or adversely affect the terms on which the Company may
obtain additional equity financing.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained or incorporated by reference in this
Prospectus, including without limitation statements containing the words
"believes," "anticipates," "expects" and words of similar import, constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Company, or industry results, to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors include,
among others, those set forth in this Prospectus, including under the caption
"Risk Factors." Given these uncertainties, prospective investors are cautioned
not to place undue reliance on such forward-looking statements. The Company
disclaims any obligation to update any such statements or to publicly announce
any updates or revisions to any of the forward-looking statements contained
herein to reflect any change in the Company's expectation with regard thereto or
any change in events, conditions, circumstances or assumptions underlying such
statements.
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<PAGE> 9
SELLING STOCKHOLDERS
The following table sets forth as of June 30, 1997, and upon
sale of all the Shares offered hereby, information with regard to the beneficial
ownership of the Company's Common Stock by the Selling Stockholders. Such
Selling Stockholders may not have a present intention of selling the Shares and
may offer less than the amount of Shares indicated.
<TABLE>
<CAPTION>
Shares Beneficially Owned
-------------------------
Shares Beneficially Shares Beneficially
Owned Prior to Offering Owned After Offering
----------------------- Shares to --------------------
Number Percentage be Offered Number Percentage
------ ---------- ---------- ------ ----------
Name and Address
- ----------------
<S> <C> <C> <C> <C> <C>
Walter L. Abt 10,000 * 10,000 0 0
30195 Chagrin Boulevard
Suite 102W
Pepper Pike, OH 44124
Allen & Company 151,000 * 150,000 1,000 *
Incorporated(1)
711 Fifth Avenue
New York, NY 10022
Attn: James W. Quinn
Bruce Allen 35,000 * 35,000 0 0
c/o Allen & Company
Incorporated
711 Fifth Avenue
New York, NY 10022
Susan K. Allen 200,000 * 200,000 0 0
c/o Allen & Company
Incorporated
711 Fifth Avenue
New York, NY 10022
Attn: Steven J. Greenfield
American Diversified 20,000 * 20,000 0 0
Enterprises Portfolio Acct C-1
TAK
c/o Allen & Company
Incorporated
711 Fifth Avenue, 9th Floor
New York, NY 10022
</TABLE>
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(1) Allen & Company Incorporated acted as placement agent in connection with
the Company's sale of the Shares to the Selling Stockholders.
* Less than one percent.
-8-
<PAGE> 10
<TABLE>
<CAPTION>
Shares Beneficially Shares Beneficially
Owned Prior to Offering Owned After Offering
----------------------- Shares to --------------------
Number Percentage be Offered Number Percentage
------ ---------- ---------- ------ ----------
Name and Address
- ----------------
<S> <C> <C> <C> <C> <C>
Edwin R. Bindseil 20,000 * 10,000 10,000 *
333 Fernwood Lane
Erie, PA
Biotechnology Development 75,000 * 75,000 0 0
Fund L.P.
575 High Street, Suite 201
Palo Alto, CA 94301
Attention: Frank Kung
Boston University 60,000 * 60,000 0 0
c/o Essex Investment Mgmt.
Co., Inc.
125 High Street, 29th Fl.
Boston, MA 02110
Attn: Corey Greenfield
Charles W. Chambers 30,000 * 10,000 20,000 *
432 Springdale Avenue
Winston-Salem, NC 27104
Chilton International (BVI) Ltd. 75,900 * 75,900 0 0
c/o Chilton Investment Partners
320 Park Avenue, 22nd floor
New York, NY 10022
Attn: Richard L. Chilton, Jr.
Chilton Investment Partners, 72,450 * 72,450 0 0
LP
320 Park Avenue, 22nd floor
New York, NY 10022
Attn: Richard L. Chilton, Jr.
Concorde Special Situations 25,000 * 25,000 0 0
3 Rue Maurice
P.O. Box 3668
1211 Geneva 3
Switzerland
Attn: Niloufar
</TABLE>
* Less than one percent.
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<TABLE>
<CAPTION>
Shares Beneficially Shares Beneficially
Owned Prior to Offering Owned After Offering
----------------------- Shares to --------------------
Number Percentage be Offered Number Percentage
------ ---------- ---------- ------ ----------
Name and Address
- ----------------
<S> <C> <C> <C> <C> <C>
Cook & CIE S.A. 175,000 1.3% 175,000 0 0
7, Rue des Alpes
Case Postale 1380
CH-1211 Geneva 1
Switzerland
Attn: Jacques Girod
Creinvest (Cayman) Ltd. 1,650 * 1,650 0 0
c/o Chilton Investment
Partners L.P.
320 Park Avenue, 22nd floor
New York, NY 10022
Attn: Richard L. Chilton, Jr.
Mary Cullen 5,000 * 5,000 0 0
c/o Allen & Company
Incorporated
711 Fifth Avenue
New York, NY 10022
Curran Management Co. Ltd. 10,000 * 10,000 0 0
c/o Hans Schibli
P.O. Box 4146
01-6304 ZUG/Switzerland
EDJ Limited 7,500 * 7,500 0 0
Deltec Panamerican Trust Co.
Deltec House/Lyford Cay
Box N-3229
Nassau, The Bahamas
Attn: Jacqueline Ferguson
Essex Performance Fund LP 100,000 * 100,000 0 0
c/o Essex Investment Mgmt.
Co., Inc.
125 High Street, 29th Fl.
Boston, MA 02110
Attn: Corey Greenfield
</TABLE>
* Less than one percent.
-10-
<PAGE> 12
<TABLE>
<CAPTION>
Shares Beneficially Shares Beneficially
Owned Prior to Offering Owned After Offering
----------------------- Shares to --------------------
Number Percentage be Offered Number Percentage
------ ---------- ---------- ------ ----------
Name and Address
- ----------------
<S> <C> <C> <C> <C> <C>
Essex Special Growth 37,000 * 37,000 0 0
Opportunities Fund, L.P.
c/o Essex Investment Mgmt.
Co., Inc.
125 High Street, 29th Fl.
Boston, MA 02110
Attn: Corey Greenfield
HAGC Partners 25,000 * 25,000 0 0
c/o Allen & Company
Incorporated
711 Fifth Avenue
17th Floor
New York, NY 10022
Attn: Herbert A. Allen, III
Hausmann Holdings 50,000 * 50,000 0 0
c/o Essex Investment Mgmt.
Co., Inc.
125 High Street, 29th Fl.
Boston, MA 02110
Attn: Corey Greenfield
Donald R. Keough 20,000 * 20,000 0 0
200 Galleria Parkway
Suite 970
Atlanta, GA 30339
Irwin H. Kramer & Terry 15,000 * 15,000 0 0
Allen Kramer
c/o Allen & Company
Incorporated
711 Fifth Avenue, 9th Floor
New York, NY 10022
Lancaster Investment Partners 65,000 * 65,000 0 0
353 W. Lancaster Avenue
Suite 300
Wayne, PA 19087
Attn: Robert A. Berlacher
John W. Larson & 20,000 * 10,000 10,000 *
Christine A. Larson
256 Morris Ranch Court
Danville, CA 94526
</TABLE>
* Less than one percent.
-11-
<PAGE> 13
<TABLE>
<CAPTION>
Shares Beneficially Shares Beneficially
Owned Prior to Offering Owned After Offering
----------------------- Shares to --------------------
Number Percentage be Offered Number Percentage
------ ---------- ---------- ------ ----------
Name and Address
- ----------------
<S> <C> <C> <C> <C> <C>
Lattanzio International Ltd. 51,700 * 46,700 5,000 *
c/o Lattanzio Group LLC
277 Park Avenue, 27th floor
New York, NY 10172
Attn: Michael Linn
Lattanzio Partners L.P. 8,300 * 3,300 5,000 *
277 Park Avenue, 27th floor
New York, NY 10172
Attn: Michael Linn
MedCap I Corp. 20,000 * 20,000 0 0
c/o ProMed Management,
L.L.C
200 Park Avenue
Suite 3900
New York, NY 10166
Attn: Barry Kurokawa
Metallbank 40,000 * 40,000 0 0
Reuterweg
6027A Frankfurt
Germany
Attn: Lother Mark
The New Discovery Fund LP 70,000 * 70,000 0 0
c/o Essex Investment Mgmt.
Co., Inc.
125 High Street, 29th Fl.
Boston, MA 02110
Attn: Corey Greenfield
Porter Partners, L.P. 42,500 * 42,500 0 0
100 Shoreline
Suite 211B
Mill Valley, CA 94941
Attn: Jeff Porter
ProMed Partners, L.P. 15,000 * 15,000 0 0
200 Park Avenue
Suite 3900
New York, NY 10166
Attn: Barry Kurokawa
</TABLE>
* Less than one percent.
-12-
<PAGE> 14
<TABLE>
<CAPTION>
Shares Beneficially Shares Beneficially
Owned Prior to Offering Owned After Offering
----------------------- Shares to --------------------
Number Percentage be Offered Number Percentage
------ ---------- ---------- ------ ----------
Name and Address
- ----------------
<S> <C> <C> <C> <C> <C>
Robertson Foundation 50,000 * 50,000 0 0
c/o Essex Investment Mgmt.
Co., Inc.
125 High Street, 29th Fl.
Boston, MA 02110
Attn: Corey Greenfield
Joseph E. Sheehan 25,000 * 25,000 0 0
c/o Allen & Company
Incorporated
711 Fifth Avenue
New York, NY 10022
Attn: Dominique A. Bodevin
John Simon 33,000 * 28,000 5,000 *
c/o Allen & Company
Incorporated
711 Fifth Avenue
New York, NY 10022
SMALLCAP World Fund, Inc. 852,000 6.5% 125,000 727,000 5.5%
c/o Chase Manhattan Bank
3 Metrotech Center, 8th floor
Brooklyn, NY 11245
Spruce Partners LP 10,000 * 10,000 0 0
c/o Essex Investment Mgmt.
Co., Inc.
125 High Street, 29th Fl.
Boston, MA 02110
Attn: Corey Greenfield
Vas Family Trust 10,000 * 10,000 0 0
c/o Dunvos Trust Company
74 Aeulestrasse
Vaduz, Liechtenstein
Veron International Limited 75,000 * 75,000 0 0
c/o Top Floor
Chinachem Golden Plaza
77 Mody Road
Tsimshatsui East
Kowloon, Hong Kong
Attn: Joseph W.K. Leung
</TABLE>
* Less than one percent.
-13-
<PAGE> 15
<TABLE>
<CAPTION>
Shares Beneficially Shares Beneficially
Owned Prior to Offering Owned After Offering
----------------------- Shares to --------------------
Number Percentage be Offered Number Percentage
------ ---------- ---------- ------ ----------
Name and Address
- ----------------
<S> <C> <C> <C> <C> <C>
Whittier Opportunity Fund 25,000 * 25,000 0 0
1600 Huntington Drive
South Pasadena, CA 91030
Attn: John Schneider
</TABLE>
* Less than one percent.
-14-
<PAGE> 16
TRANSFER AGENT AND REGISTRAR
The transfer agent for the Company's Common Stock is First
Union National Bank of North Carolina, 301 S College Street, Charlotte, NC
28254-3435.
PLAN OF DISTRIBUTION
Any or all of the Shares may be offered and sold to purchasers
directly or on behalf of the Selling Stockholders from time to time in brokerage
transactions, in the over-the-counter market, in privately negotiated
transactions, on any stock exchange on which the Shares may be listed at the
time of sale or otherwise, at prices prevailing in such market or exchange or as
may be negotiated by the Selling Stockholders, at the time of sale.
Additionally, agents, dealers or other financial institutions may acquire the
Shares or interests therein as pledgee and may, from time to time, effect
distributions of such Shares or interests in such capacity. The Shares may also
be publicly offered through agents, underwriters or dealers. In such event the
Selling Stockholders may enter into agreements with respect to any such
offering. Such underwriters, dealers or agents may receive compensation in the
form of underwriting discounts, concessions or commissions from the Selling
Stockholders and/or the purchasers of the Shares. The Selling Stockholders and
any such underwriters, dealers or agents that participate in the distribution
of the Shares may be deemed to be underwriters, and any profit on the sale of
the Shares by them and any discounts, commissions or concessions received by
them may be deemed to be underwriting discounts and commissions, under the
Securities Act. The Company will not receive any of the proceeds from the sale
of the Shares by the Selling Stockholders.
In order to comply with the securities laws of certain states,
sales of the Shares to the public in such states may be made only through
broker-dealers who are registered or licensed in such states. Sales of the
Shares must also be made by the Selling Stockholders in compliance with other
applicable state securities laws and regulations.
-15-
<PAGE> 17
EXPERTS
The Company's consolidated balance sheets as of December 31,
1996 and 1995 and the consolidated statements of operations, stockholders'
equity and cash flows for each of the three years in the period ended December
31, 1996, incorporated by reference in this registration statement, have been
incorporated herein in reliance on the report of Coopers & Lybrand L.L.P.,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed
upon for the Company by Paul, Hastings, Janofsky & Walker LLP, 1055 Washington
Boulevard, Stamford, Connecticut 06901. Esteban A. Ferrer, a partner of Paul,
Hastings, Janofsky & Walker LLP, is Secretary of the Company.
-16-
<PAGE> 18
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the various expenses payable by
the Company in connection with the sale of the Shares being registered. All of
the amounts shown are estimates except the SEC Registration Fee.
<TABLE>
<S> <C>
SEC Registration Fee .................................... $ 9,092.12
Legal Fees and Expenses ................................. 5,000.00
Accounting Fees and Expenses ............................ 3,000.00
Miscellaneous Expenses .................................. 407.88
TOTAL ................... 17,500.00
==========
</TABLE>
Item 15. Indemnification of Directors and Officers
Article VIII of the Bylaws of the Company, as amended,
provides generally for indemnification of officers, directors, agents and
employees of the Company to the extent authorized by the General Corporation Law
of the State of Delaware. Pursuant to Section 145 of the Delaware General
Corporation Law, a corporation generally has the power to indemnify its present
and former directors, officers, employees and agents against expenses incurred
by them in connection with any suit to which they are, or are threatened to be
made, a party by reason of their serving in such positions so long as they acted
in good faith and in a manner they reasonably believed to be in, or not opposed
to, the best interests of a corporation, and with respect to any criminal
action, they had no reasonable cause to believe their conduct was unlawful. With
respect to suits by or in the right of a corporation, however, indemnification
is not available if such person is adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation unless the court
determines that indemnification is appropriate. In addition, a corporation has
the power to purchase and maintain insurance for such persons. The statute also
expressly provides that the power to indemnify authorized thereby is not
exclusive of any rights granted under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise.
As permitted by Section 102 of the Delaware General
Corporation Law, the Company's stockholders have approved and incorporated
provisions into the Company's Certificate of Incorporation eliminating a
director's personal liability for monetary damages to the Company and its
stockholders arising from a breach of a director's fiduciary duty, except for
liability under Section 174 of the Delaware General Corporation Law or liability
for any breach of the director's duty of loyalty to the Company or its
stockholders, for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law or for any transaction in
which the director derived an improper personal benefit.
The Company has entered into indemnification agreements with
its directors and officers. These agreements provide substantially broader
indemnity rights than those provided under the Delaware General Corporation Law
and the Company's Bylaws. The indemnification agreements are not intended to
deny or otherwise limit third party or derivative suits against the Company or
its directors or officers, but to the extent a director or officer were entitled
to indemnity or contribution under the indemnification agreement, the financial
burden of a third party suit would be borne by the Company, and the Company
would not benefit from derivative recoveries against the director or officer.
Such recoveries would accrue
II-1
<PAGE> 19
to the benefit of the Company but would be offset by the Company's obligations
to the director or officer under the indemnification agreement.
The above discussion of the Company's Bylaws, Certificate of
Incorporation and indemnification agreements and of Section 145 of the Delaware
General Corporation Law is not intended to be exhaustive and is qualified in its
entirety by such Bylaws, Certificate of Incorporation, indemnification
agreements and statute.
Item 16. Exhibits.
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
3.1 Restated Certificate of Incorporation of i-STAT Corporation (Form S-8/S-3
Registration Statement, File No. 33-48889)*
3.2 By-Laws of i-STAT Corporation (Form 10-K for fiscal year ended December 31,
1996)*
5.1 Opinion of Paul, Hastings, Janofsky & Walker LLP, counsel to the Company
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Paul, Hastings, Janofsky & Walker LLP, counsel to the Company
(The Consent is included in Exhibit 5.1)
24.1 Power of Attorney, executed by certain officers of the Company and individual
members of the Board of Directors, authorizing certain officers of the Company
to file amendments to the Company's Registration Statement on Form S-3, are
located on the signature page of this Report.
</TABLE>
- --------------------
* These items are hereby incorporated by reference from the
exhibits to the filing or report indicated (except where
noted, Commission File No. 19841) and are hereby made a part
of this Registration Statement.
II-2
<PAGE> 20
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
i) to include any prospectus required by section
10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement; and
(iii) to include any material information with respect
to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement;
provided, however, that paragraphs A(1)(i) and
(ii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13(a) or Section 15(d) of the Exchange Act that
are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE> 21
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Princeton, New Jersey,
on July 2, 1997.
i-STAT CORPORATION
By: /s/ Roger J. Mason
-----------------------------------
ROGER J. MASON
VICE PRESIDENT OF FINANCE AND
CHIEF FINANCIAL OFFICER
II-4
<PAGE> 22
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints William P. Moffitt and Roger J.
Mason or either of them, his or her attorney-in-fact, each with the power of
substitution and to act alone, for him or her in any and all capacities, to sign
any amendments to this Registration Statement, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his or her substitute or substitutes, may do
or cause to be done by virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities indicated as of the 2nd day of July, 1997.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C> <C>
/s/ Curtis J. Crawford Chairman of the Board July 2, 1997
- ----------------------
Curtis J. Crawford
/s/ William P. Moffitt President and Chief Executive July 2, 1997
- ---------------------- Officer and Director (Principal
William P. Moffitt Executive Officer)
/s/ Imants R. Lauks Executive Vice President, Chief July 2, 1997
- ---------------------- Technology Officer and Director
Imants R. Lauks
/s/ Roger J. Mason Vice President of Finance and Chief July 2, 1997
- ---------------------- Financial Officer (Principal
Roger J. Mason Financial and Accounting Officer)
/s/ J. Robert Buchanan Director July 2, 1997
- ----------------------
J. Robert Buchanan
/s/ James Cyrier Director July 2, 1997
- ----------------------
James Cyrier
/s/ Richard Hodgson Director July 2, 1997
- ----------------------
Richard Hodgson
/s/ Matthias Plum, Jr. Director July 2, 1997
- ----------------------
Matthias Plum, Jr.
/s/ Lionel Sterling Director July 2, 1997
- ----------------------
Lionel Sterling
</TABLE>
II-5
<PAGE> 23
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Sequential Page No.
- ----------- ----------- -------------------
<S> <C> <C>
5.1 Opinion of Paul, Hastings, Janofsky & Walker LLP,
counsel to the Company.
23.1 Consent of Coopers & Lybrand L.L.P.
</TABLE>
<PAGE> 1
[PAUL, HASTINGS, JANOFSKY & WALKER LLP LETTERHEAD]
July 2, 1997
i-STAT Corporation
303 College Road East
Princeton, NJ 08540
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special counsel to i-STAT Corporation
(the"Company") in connection with the preparation and filing with the Securities
and Exchange Commission (the "Commission") of a Registration Statement on Form
S-3 (the "Registration Statement"), pursuant to which the Company is registering
for sale 1,850,000 shares (the "Shares") of Common Stock of the Company, which
may be offered from time to time by the persons named in the Prospectus which is
part of the Registration Statement as the Selling Stockholders. You have
requested that we furnish our opinion as to the matters set forth below.
In this connection, we have examined the Registration
Statement as filed with the Commission on the date hereof, the Restated
Certificate of Incorporation and By-laws of the Company, each as in effect as of
the date hereof, records of corporate proceedings of the Company, and such other
documents as we have deemed relevant as a basis for this opinion, in each case
as made available to us by the Company. We have assumed the legal capacity to
sign, and the genuineness of the signatures, of all persons executing
instruments or documents examined or relied upon by us and have assumed the
conformity with original documents of all copies of documents examined by us.
<PAGE> 2
PAUL, HASTINGS, JANOPSKY & WALKER LLP
i-STAT Corporation
July 2, 1997
Page 2
Based on the foregoing, and in reliance thereon, we are of the
opinion that the Shares have been duly authorized and are legally and validly
issued, fully paid and nonassessable.
We hereby consent to the reference to this Firm under the
caption "Legal Matters" in the Prospectus and to the filing of this Opinion as
an exhibit to the Registration Statement.
Very truly yours,
/s/ Paul, Hastings, Janofsky & Walker LLP
<PAGE> 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-3 of our report dated January 28, 1997, on our audits of the financial
statements of i-STAT Corporation, included in the Company's annual report on
Form 10-K for the year ended December 31, 1996. We also consent to the
references to our firm under the caption "Experts".
Princeton, New Jersey
July 1, 1997
