<PAGE>
As filed with the Securities and Exchange Commission on ____________
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
CONDUCTUS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 77-0162388
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) 969 W. Maude Avenue IDENTIFICATION NUMBER)
Sunnyvale, California 94086
(408) 523-9950
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
Charles E. Shalvoy
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Conductus, Inc.
969 W. Maude Avenue
Sunnyvale, California 94086
(408) 523-9950
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
--------------------
Copies to:
Brooks Stough, Esq.
GUNDERSON DETTMER STOUGH
VILLENEUVE FRANKLIN & HACHIGIAN, LLP
155 Constitution Drive
Menlo Park, California 94025
--------------------
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/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of each class of Securities to| |Proposed Maximum Offering| Proposed Maximum | Amount of
be Registered |Amount to be Registered| Price per Security(1) |Aggregate Offering Price(1)|Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> |<C> |<C> |<C> |<C>
Common Stock, $0.0001 par value | 558,212 shares | $6.875 | $3,837,707 | $1,163
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The price of $6.875 per share, which was the average of the high and low
prices of the Common Stock on the Nasdaq Stock Market on May 28, 1997, is
set forth solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) of the Securities Act of 1933, as amended.
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 this
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>
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 the registration or qualification under the securities laws of any such
State.
<PAGE>
SUBJECT TO COMPLETION, DATED JUNE 3, 1997
558,212 SHARES
CONDUCTUS, INC.
COMMON STOCK
-----------------
This Prospectus relates to the public offering, which is not being
underwritten, of 558,212 shares (the "Shares") of Common Stock, $0.0001 par
value (the "Common Stock") of Conductus, Inc. ("Conductus" or the "Company").
The Shares may be offered by Hewlett-Packard Company ("H-P" or the "Selling
Stockholder") from time to time in transactions on the Nasdaq Stock Market, in
privately negotiated transactions, or by a combination of such methods of sale,
at fixed prices that may be changed, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated
prices. The Selling Stockholder may effect such transactions by selling the
Shares to or through broker-dealers and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the
Selling Stockholder or the purchasers of the Shares for whom such broker-dealers
may act as agent or to whom they sell as principal or both (which compensation
to a particular broker-dealer might be in excess of customary commissions). See
"Selling Stockholder" and "Plan of Distribution."
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Stockholder. The Company has agreed to bear certain
expenses in connection with the registration and sale of the Shares being
offered by the Selling Stockholder. The Company has agreed to indemnify the
Selling Stockholder against certain liabilities, including liabilities under the
Securities Act of 1933, as amended.
On May 28, 1997, the average of the high and low price of the Company's
Common Stock on the Nasdaq Stock Market was $6.875 per share. The Common Stock
is traded under the Nasdaq symbol "CDTS."
-------------------------------
The Selling Stockholder and any broker-dealers or agents that participate
with the Selling Stockholder in the distribution of the Shares may be deemed to
be "underwriters" within the meaning of Section 2(11) of the Securities Act, and
any commissions received by them and any profit on the resale of the Shares
purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act.
-------------------------------
THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" ON PAGE 5.
-------------------------------
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 June 3, 1997
<PAGE>
AVAILABLE INFORMATION
Conductus, Inc. is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company with the Commission can be
inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, and the following regional offices of the Commission: New York
Regional Office, Seven World Trade Center, 13th Floor, New York, New York 10048;
and Chicago Regional Office, Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60621. Copies of such material may also
be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, upon payment of prescribed rates. The
Company's Common Stock is quoted on the Nasdaq Stock Market. Reports and other
information concerning the Company may be inspected at the National Association
of Securities Dealers, Inc. at 1735 K Street, N.W., Washington, D.C. 20006. The
Commission maintains a World Wide Web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission. The address of the Commission's web site is
http://www.sec.gov.
The Company has filed with the Commission a registration statement on Form
S-3 (herein, together with all amendments, exhibits and schedules, referred to
as 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 the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission, and to which reference is hereby made.
Statements made in this Prospectus as to the contents of any document referred
to are not necessarily complete. With respect to each such document filed as an
exhibit to the Registration Statement, reference is made to the exhibit for a
more complete description of the matter involved, and each such statement shall
be deemed qualified in its entirety by such reference. The Registration
Statement, including the exhibits and schedules thereto, may be inspected at the
public reference facilities maintained by the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of such material
may be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, upon payment of the prescribed fees.
INFORMATION INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission (File
No. 0-20540) pursuant to the 1934 Act are incorporated by reference in this
Prospectus:
1. The Company's Annual Report on Form 10-K and on Form 10-K/A for the
year ended December 27, 1996;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 28, 1997;
3. The Company's Proxy Statement for Annual Meeting of Stockholders
held on May 22, 1997, filed with the SEC on April 22, 1997; and
4. The Company's Registration Statement No. 0-19915 on Form 8-A filed
with the SEC on March 6, 1992, and amended on July 6, 1993, pursuant
to Section 12(b) of the 1934 Act, in which there is described the
terms, rights and provisions applicable to the Company's outstanding
stock.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the 1934 Act subsequent to the date of this Prospectus but prior to the
termination of the offering to which this Prospectus relates shall be deemed to
be incorporated by reference in this Prospectus and to be part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated by reference herein 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 incorporated herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, in its unmodified form, to constitute a part of this
Prospectus.
Upon written or oral request, the Company will provide without charge to
each person to whom a copy of the Prospectus is delivered a copy of the
documents incorporated by reference herein (other than exhibits to such
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<PAGE>
documents unless such exhibits are specifically incorporated by reference
herein). Requests should be submitted in writing or by telephone at
(408) 523-9950 to Chief Financial Officer, Conductus, Inc., at the principal
executive offices of the Company, 969 W. Maude Avenue, Sunnyvale, California
94086.
3
<PAGE>
PROSPECTUS SUMMARY
THE DISCUSSION IN THIS PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS THAT
INVOLVE RISKS AND UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS COULD DIFFER
MATERIALLY FROM THOSE DISCUSSED HEREIN. THE FOLLOWING SUMMARY IS QUALIFIED IN
ITS ENTIRETY BY THE MORE DETAILED INFORMATION APPEARING ELSEWHERE OR
INCORPORATED BY REFERENCE INTO THIS PROSPECTUS. SEE "RISK FACTORS."
THE COMPANY
Conductus develops, manufactures and markets electronic components and
subsystems based on superconductors. The unique properties of superconductors
provide the basis for electronic products with significant potential performance
advantages over products based on competing materials such as copper and
semiconductors. Depending on the application, these advantages include enhanced
sensitivity, efficiency, speed and operating frequency as well as reduced power
consumption, size, weight and cost.
Superconductors are materials that have the ability to transport electrical
energy with little or no loss when cooled to a "critical" temperature. The
intrinsic properties of superconductors are unique in nature and offer potential
performance benefits to electrical and electronic systems. These include
low-loss signal transmission, extreme magnetic sensitivity and efficient
high-speed switching. When electrical currents flow through ordinary materials,
they encounter resistance which consumes energy by converting electrical energy
into heat energy. Depending on whether direct or alternating current is applied,
superconductors have the ability to transport electrical current with no
resistance at all or with only a tiny fraction (typically less than one percent)
of what is found in the best conventional conductors. This property is
extremely beneficial in electronic components whose increased efficiency leads
to enhanced signal strength, improved signal resolution and reduced component
size and weight. Other intrinsic properties of superconductors enable the
fabrication of unique electronic devices, including high-speed electronic
switches and ultra-sensitive magnetic sensors.
Conductus is currently focusing significant development efforts on
applications for superconductors in communications, healthcare and
instrumentation. In the communications market, Conductus is developing
filter subsystems for cellular and personal communication services ("PCS")
base stations. These superconducting filter subsystems could provide
benefits in base station performance and reduce the size of the filter
components. In the healthcare market, Conductus is developing and testing
prototype superconductive receiver subsystems for several types of magnetic
resonance instruments, including nuclear magnetic resonance ("NMR")
spectrometers and magnetic resonance imaging ("MRI") scanners. The Company
currently manufactures and sells a limited number of superconducting receiver
probe subsystems for NMR spectrometers. In the instrumentation market,
Conductus currently manufactures and sells superconducting sensors called
Superconducting Quantum Interference Devices ("SQUIDs"), which can be used to
build electronic instruments that detect and precisely locate extremely weak
magnetic signals. Conductus is also marketing and developing a variety of
electronic components and instruments based on SQUID technology.
Conductus was incorporated in Delaware in 1987. Its principal offices are
located at 969 W. Maude Avenue, Sunnyvale, California 94086, and its telephone
number is (408) 523-9950.
4
<PAGE>
RISK FACTORS
THIS PROSPECTUS, INCLUDING THE DOCUMENTS INCORPORATED BY REFERENCE HEREIN,
CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. THE
STATEMENTS CONTAINED IN THIS PROSPECTUS OR INCORPORATED BY REFERENCE HEREIN THAT
ARE NOT PURELY HISTORICAL ARE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF
SECTION 27A OF THE SECURITIES ACT AND SECTION 21E OF THE EXCHANGE ACT, INCLUDING
WITHOUT LIMITATION STATEMENTS REGARDING THE COMPANY'S EXPECTATIONS, BELIEFS,
INTENTIONS OR STRATEGIES REGARDING THE FUTURE. ALL FORWARD-LOOKING STATEMENTS
INCLUDED IN THIS DOCUMENT OR INCORPORATED BY REFERENCE HEREIN ARE BASED ON
INFORMATION AVAILABLE TO THE COMPANY ON THE DATE HEREOF, AND THE COMPANY ASSUMES
NO OBLIGATION TO UPDATE ANY SUCH FORWARD-LOOKING STATEMENTS. THE COMPANY'S
ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THESE
FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN FACTORS, INCLUDING THOSE SET
FORTH IN "RISK FACTORS" AND ELSEWHERE IN THIS PROSPECTUS. IN EVALUATING THE
COMPANY'S BUSINESS, PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY THE
FOLLOWING FACTORS IN ADDITION TO THE OTHER INFORMATION SET FORTH IN THIS
PROSPECTUS AND INCORPORATED BY REFERENCE HEREIN.
EARLY STAGE OF THE SUPERCONDUCTIVE ELECTRONICS MARKET. Conductus was
founded in September 1987 and to date has been engaged principally in
research and development activities. Although Conductus has introduced a
number of superconductive electronic products, most of Conductus' revenues to
date have been derived from research and development contracts. The
superconductive electronics market is new, with limited product
commercialization to date. There can be no assurance that Conductus will
successfully introduce any products currently under development, that
Conductus will be able to manufacture adequate quantities of any products it
introduces at commercially acceptable costs or on a timely basis to meet
customer demands or that any such products will offer sufficient
price/performance advantages to achieve market acceptance. The Company's
failure to successfully develop, manufacture and commercialize products that
offer sufficient price/performance advantages to achieve significant market
acceptance on a timely and cost-effective basis would have a material adverse
effect on the Company's business, operating results and financial condition.
ACCUMULATED DEFICIT AND ANTICIPATED FUTURE LOSSES. UNCERTAINTY OF
FINANCIAL RESULTS. As of March 28, 1997, the Company had accumulated net losses
of approximately $30.6 million. Conductus expects to incur substantial
additional losses at least during 1997 as it expands operations. Continued
development of the Company's products may require the commitment of substantial
resources to research and development, establishment of additional pilot and
commercial-scale fabrication processes and facilities of enhanced quality
control, marketing, sales and administrative capabilities. In order to achieve
profitability, Conductus, on its own or with collaborative partners, must
successfully develop, manufacture, introduce and market its potential products.
There can be no assurance that the Company will ever be able to achieve
profitable operations or, if profitability is achieved, that it can be
sustained.
QUARTERLY FLUCTUATIONS. The Company's operating results have varied
substantially on a quarterly basis and such fluctuations are expected to
continue and perhaps increase in future periods as the Company seeks to
commercialize its products. Factors that may affect the Company's operating
results include the timing of government funding awards, the timing and market
acceptance of new products or technological advances by the Company and its
competitors, the timing of significant orders from and shipments to customers,
changes in pricing policies by the Company and its competitors, the mix of
distribution channels through which the Company's products are sold, the
accuracy of resellers' forecasts of end user demand, regulatory changes, the
ability of the Company and its subcontractors to obtain sufficient supplies of
limited or sole-source components for the Company's products and general
economic conditions both domestically and internationally.
HIGH DEGREE OF DEPENDENCE UPON OTHER COMPLEMENTARY TECHNOLOGIES.
Commercial uses of superconductive products will depend generally on the
commercial availability of a number of other technologies such as specialized
mechanical refrigeration systems, cryogenically-cooled semiconductor technology
and large-area-compatible wafer substrates, some of which are in the development
stage. Conductus currently does not intend to devote significant effort or
resources to developing these technologies, and is dependent on the development
activities of third parties in these areas. There can be no assurance that
these technologies will be successfully developed and commercialized, or that
they will achieve market acceptance.
RELIANCE ON LIMITED OR SOLE-SOURCE SUPPLIERS. Certain components of
Conductus' subsystems, including cryocoolers, are currently obtained from a
single source or a limited number of suppliers. The inability of the Company to
develop alternative sources, if required, an inability to meet demand, a
prolonged interruption in supply
5
<PAGE>
or a significant increase in price of one or more components would have a
material adverse effect on the Company's business, operating results and
financial condition.
DEPENDENCE ON INCORPORATION OF POTENTIAL PRODUCTS IN THIRD PARTY SYSTEMS.
Many of Conductus' potential products, if successfully developed, are likely to
be used as components or subsystems in systems manufactured and sold by third
party systems manufacturers. There can be no assurance that these third parties
will elect to incorporate superconductive electronic products in these systems,
or, if they do, that related system requirements, such as data processing
software and hardware capabilities, can or will be successfully developed.
Failure of third parties to successfully commercialize complementary
technologies or to incorporate the Company's products into their systems would
have a material adverse effect on Conductus' business, operating results and
financial condition.
EXTENSIVE RELIANCE ON COLLABORATIVE RELATIONSHIPS. Conductus has
established and continues to seek to establish collaborative arrangements with
corporate partners, government agencies and public and private research
institutions to develop, manufacture and market superconductive electronic
products. Conductus' success will depend in large part on the development of
successful collaborative arrangements with third parties, their strategic
interest in the potential products under development and their willingness to
purchase any such products. There can be no assurance that Conductus will be
able to enter into collaborative arrangements on commercially reasonable terms,
that these arrangements, if established, will result in successful programs to
develop, manufacture or market superconductive electronic products or, if these
programs are successful, that Conductus' collaborative partners will not seek to
manufacture jointly developed products themselves or obtain them from
alternative sources. In addition, these programs may require Conductus to share
control over its development, manufacturing and marketing programs and
relinquish rights to its technology, may be subject to unilateral termination by
the Company's collaborative partners and may restrict Conductus' ability to
engage in certain areas of product development, manufacturing and marketing.
RAPID TECHNOLOGICAL CHANGE. The field of superconductivity is
characterized by rapidly advancing technology. The future success of the
Company will depend in large part upon its ability to keep pace with
advancing superconductive technology, including superconducting materials and
processes, and industry standards. The Company has focused its development
efforts to date principally on Yttrium Barium Copper Oxide ("YBCO"). There
can be no assurance that YBCO will ultimately prove commercially competitive
against other currently known materials or materials that may be discovered
in the future. The Company will have to continue to develop and integrate
advances in technology for the fabrication of electronic circuits and devices
and manufacture of commercial quantities of its products. The Company will
also need to continue to develop and integrate advances in complementary
technologies. There can be no assurance that the Company's development
efforts will not be rendered obsolete by research efforts and technological
advances made by others or that materials other than those currently used by
Conductus will not prove more advantageous for the commercialization of
superconductive electronic products.
INTENSE COMPETITION. The market for electronic products is intensely
competitive. Although the market for superconductive electronics currently is
small and in the early stages of development, Conductus believes this market
will become intensely competitive if products with significant market potential
are successfully developed. A number of large American, Japanese and European
companies, many of which have substantially greater financial resources,
research and development staffs and manufacturing and marketing capabilities
than the Company, are engaged in programs to develop and commercialize
superconductive electronic technology and products. A number of smaller
companies are also engaged in various aspects of the development and
commercialization of superconductive electronic products. Furthermore, academic
institutions, governmental agencies and other public and private research
organizations are engaged in development programs that may lead to competitive
arrangements for commercializing superconductive electronic products. In
addition, if the superconductor industry develops further, new competitors with
significantly greater resources are likely to enter the field. Conductus'
ability to compete successfully will require it to develop and maintain
technologically advanced products, attract and retain highly qualified
personnel, obtain patent or other protection for its technology and products and
manufacture and market its products, either on its own or with third parties.
The Company's inability to compete successfully would have a material adverse
effect on the Company's business, operating results and financial condition.
COMPETING TECHNOLOGIES. The Company's planned products, if successfully
developed, will compete directly with other existing and subsequently developed
products which use competing technologies. In wireless communications
applications, there are a number of competing approaches and technologies to
increase the capacity and improve the quality of wireless networks. These
approaches include increasing the number of base stations, increasing tower
heights, locating filters and amplifiers at the top of antennas and using
advanced antenna technology. In healthcare imaging and analysis applications,
alternative approaches and technologies in magnetic
6
<PAGE>
resonance instruments include using more powerful magnets, and improving
receiver sensitivity by refrigerating conventional copper receiver coils. In
magnetic sensing instrument applications, alternative approaches and
technologies may be available to perform functions addressable by magnetic
sensing technology. Improvements in existing alternative approaches or the
development and introduction of competing approaches or technologies to the
Company's potential products could have a material adverse effect on the
Company's business, operating results and financial condition. Failure of the
Company's potential products to compete successfully with products using
competing technologies would have a material adverse effect on the Company's
business, operating results and financial condition.
UNCERTAINTY OF PATENTS AND PROPRIETARY RIGHTS: RISK OF LITIGATION. The
Company's efforts to protect its proprietary rights may not be successful in
preventing their misappropriation or ensuring that these rights will provide the
Company with a competitive advantage. There can be no assurance that the
Company's pending applications will result in issued patents, that the validity
of the Company's issued patents will not be subject to challenge or that third
parties will not be able to design around the patented aspects of the Company's
products. Additionally, certain of the issued patents and patent applications
are jointly owned by the Company and third parties. Any party has the right to
license rights under such patents and applications, which could result in
Conductus not having exclusive control over such inventions.
The patent positions of companies using high temperature superconductive
(HTS) technology, including Conductus, are uncertain and involve both complex
legal and factual questions. Consequently, there is significant risk that
others, including competitors of the Company, have obtained or will obtain
patents relating to the Company's planned products or technology. A patent
issue of particular importance to the Company relates to copper oxides or
"cuprates," that are used to make HTS products, including the YBCO compound
which is currently the basis for the Company's business and products.
Conductus has neither obtained any issued patents nor has it filed any patent
applications covering the composition of any cuprates or other HTS materials.
However, several U.S. and foreign patent applications filed by International
Business Machines Corporation, AT&T, the University of Houston, the Naval
Research Laboratory and others are pending regarding the composition of YBCO
and related HTS. The Company understands that several of such U.S.
applications are the subject of an interference proceeding currently pending
in the U.S. Patent and Trademark Office (Interference No. 101,981).
Additionally, E. I. du Pont de Nemours & Co. ("DuPont") has notified
Conductus that it is the exclusive licensee of patents issued in Israel,
Sweden, Taiwan and the United Kingdom covering the composition of YBCO and a
method for using YBCO in superconducting applications. DuPont has stated
that it is interested in sublicensing such patents to Conductus, and would
consider sublicensing to Conductus, as they issue, any other foreign and U.S.
patent applications licensed to DuPont by the University of Houston. The
Company anticipates that it will be required to obtain a license to use YBCO
from one or more of these parties in order to continue to develop and sell
products based on YBCO.
There can be no assurance that the Company would be able to obtain
licenses to patents covering YBCO compositions, when issued, or to any other
patents applicable to the Company's business on commercially reasonable
terms. In such an event, the Company could be required to expend significant
resources to develop noninfringing technology alternatives. There can be no
assurance that the Company would be able to successfully design around these
third party patents or to obtain licenses to alternative technology that it
may require. Furthermore, there can be no assurance that the Company will not
be obligated to defend itself at substantial cost against allegations of
infringement of third party patents. An adverse outcome in such a suit could
subject the Company to significant liabilities to third parties, or require
the Company to cease using such technology. In addition, aside from the
merits of a claim, the cost of defending any such suit would constitute a
major financial burden for the Company that would have a material adverse
effect on the Company's business, operating results and financial condition.
DEPENDENCE ON LICENSED TECHNOLOGY. Successful marketing of a material
portion of Conductus' products depends in part on nonexclusive licenses obtained
from various licensors. There can be no assurance that such licenses will not
be terminated by licensors or that Conductus will be able to develop alternate
products that do not require these or other licenses.
SUBSTANTIAL FUTURE CAPITAL NEEDS. The Company to date has received
limited revenues from product sales. The development of the Company's
planned products will require a commitment of substantial additional funds.
Conductus anticipates that its existing available cash should be adequate to
fund the Company's operations through at least the end of 1997. The
Company's future capital requirements will depend on many factors, including,
without limitation, continued progress in its research and development
programs, the magnitude of these programs, the time and cost involved in
obtaining any required regulatory approvals, the costs involved in preparing,
filing, prosecuting, maintaining and enforcing patents, successful completion
of technological, manufacturing and market requirements, changes in
7
<PAGE>
existing research relationships, the availability of funding under government
contracts, the ability of the Company to establish collaborative arrangements
and the cost of manufacturing scale-up and the amount and timing of future
revenues. If adequate funds are not available, the Company may be required to
delay, scale-back or eliminate one or more of its research and development
programs or obtain funds through arrangements with collaborative partners or
others that may require the Company to relinquish rights to certain of its
technologies or potential products that the Company would not otherwise
relinquish. There can be no assurance that additional financing will be
available on acceptable terms or at all, if and when required.
LIMITED COMMERCIAL MANUFACTURING CAPABILITY. Conductus has established a
production facility limited in volume, capacity and technology as described
below. To date, Conductus has focused primarily on the development of its
fabrication processes and the production of limited quantities of
superconducting thin films and components. Although Conductus' processing
technology is derived principally from semiconductor manufacturing
technology, the fabrication of HTS components entails additional difficulties
because of specific properties unique to HTS materials. There can be no
assurance that Conductus can develop enhanced processing technology necessary
to develop more advanced superconducting devices and circuits, that the
Company will be able to attain commercially viable yields in the future, that
the Company will not suffer recurring yield problems caused by mask defects,
impurities in materials and other factors or that the Company can expand its
processing, production control, assembly, testing and quality assurance
capabilities to produce existing or planned superconductive electronic
products in adequate commercial quantities. The Company's failure to develop
an adequate manufacturing capability would have a material adverse effect on
the Company's business, operating results and financial condition.
NEED TO DEVELOP INFRASTRUCTURE TO SUPPORT COMMERCIALIZATION. Conductus
has very limited experience in commercial sales, marketing and distribution.
Expanded sales, marketing and customer service capabilities are also needed.
There can be no assurance that it will be able to establish adequate sales,
marketing and distribution capabilities or be successful in gaining market
acceptance for any of its potential products.
LIMITED OUTLETS FOR CERTAIN PRODUCTS. Conductus currently has agreements
with Varian Associates ("Varian") and Nalorac Corporation ("Nalorac") for
sales of NMR probes. The market for NMR systems is highly concentrated, with
estimates that approximately 85% of the worldwide market is divided between
Varian and Bruker Instruments. There can be no assurance that Varian or
Nalorac will be successful in marketing the NMR probes or systems containing
Conductus probe subsystems, that Varian or Nalorac will continue to market
the probes or systems or that the Company will be able to market the probes
or systems through other channels should distribution through Varian and
Nalorac prove unsuccessful.
HIGH DEGREE OF DEPENDENCE UPON GOVERNMENT CONTRACTS. A significant
portion of the Company's revenues has been derived from contracts with
agencies of the U.S. government. The Company's revenue from
government-related contracts represented approximately 72%, 77%, 77%, and 82%
of total revenue for the quarter ended March 28, 1997, and fiscal years 1996,
1995 and 1994, respectively. The Company's contracts involving the U.S.
government are or may be subject to various risks, including: unilateral
termination for the convenience of the government; reduction or modification
in the event of changes in the government's requirements or budgetary
constraints; increased or unexpected costs causing losses or reduced profits
under fixed-price contracts or unallowable costs under cost reimbursement
contracts; risks of potential disclosure of Conductus' confidential
information to third parties; the failure or inability of the prime
contractor to perform its prime contract in circumstances where Conductus is
a subcontractor; the failure of the government to exercise options provided
for in the contracts; the government's nonexclusive, royalty-free license to
use technology developed pursuant to the contracts by or on behalf of the
government in certain circumstances; and exercise of "march-in" rights by the
government. March-in rights refer to the right of the U.S. government or
government agency to require the Company to license to third parties patented
technology developed under contracts funded by the government if the
contractor fails to continue to develop the technology. The programs in which
Conductus participates in many cases extend for several years, but are
normally funded on an annual basis. There can be no assurance that the U.S.
government will continue its commitment to programs to which the Company's
development projects are applicable, particularly in light of recent
legislative initiatives to reduce the funding of various U.S. government
agencies and programs, or that the Company will be successful in obtaining
funding pursuant to such programs. Conductus does not anticipate that
government contract revenues will grow will continue at historic levels. A
reduction in, or discontinuance of, such commitment or of the Company's
participation in such programs would have a material adverse effect on the
Company's business, operating results and financial condition.
HIGHLY REGULATED POTENTIAL PRODUCT APPLICATIONS. Some of the Company's
potential products may be used as subsystems in medical devices, such as MRI and
NMR devices, which are subject to extensive governmental
8
<PAGE>
regulation in the United States by the Food and Drug Administration ("FDA")
and other government agencies. Regulation of medical devices outside the
U.S. varies widely from country to country. The clearance and approval
process for both the FDA and foreign regulatory authorities can be costly and
time consuming and the Company will be largely dependent upon the efforts of
manufacturers of instruments that utilize the Company's subsystems to obtain
necessary approvals. There can be no assurance that any buyers of the
Company's subsystems will be able to obtain any necessary governmental
approvals, or otherwise comply with applicable governmental regulations.
In addition, in some states, a certificate of need ("CON") or similar
regulatory approval is required prior to acquisition of medical equipment or
introduction of a new service by hospitals or healthcare providers. CON
regulations limiting the number of new MRI machines or limiting the acquisition
of magnetoencephalography devices could adversely impact commercialization of
those products, whether or not they incorporate superconducting products
supplied by the Company.
In the communications area, the operation of cellular and PCS base
stations is regulated in the United States by the Federal Communications
Commission ("FCC"). Base stations and equipment marketed for use therein
must meet specific technical standards. The Company's ability to sell its
HTS filter subsystems will depend upon the ability of base station equipment
manufacturers and of cellular base station operators to obtain and retain the
necessary FCC approvals and licenses. Any failure or delay of base station
manufacturers or operators in obtaining necessary approvals and licenses
could have a material adverse effect on the Company's business, operating
results and financial condition.
ENVIRONMENTAL REGULATIONS. The Company is subject to a number of federal,
state and local governmental regulations related to the use, storage, discharge
and disposal of toxic, volatile or otherwise hazardous chemicals used in its
business. Any failure to comply with present or future regulations could result
in fines being imposed on the Company and the suspension of production or a
cessation of operations. In addition, such regulations could restrict the
Company's ability to expand or could require the Company to acquire costly
equipment or to incur other significant expenses to comply with environmental
regulations or to clean up prior discharges.
ATTRACTION AND RETENTION OF KEY EMPLOYEES. The Company is highly
dependent upon the efforts of its senior management and technical team, as
well as the contributions of its Scientific Advisory Board. The loss of the
services of one or more members of the senior management and technical team
or Scientific Advisory Board could impede the achievement of the Company's
product development and commercialization objectives. Due to the specialized
technical nature of the Company's business, the Company is also highly
dependent upon its ability to attract and retain qualified technical and key
management personnel. Moreover, the Company is targeting its products
towards markets, such as communications, healthcare and instrumentation, that
require substantial industry knowledge and expertise. The Company currently
has limited expertise in these areas and it is essential to attract qualified
personnel with expertise in manufacturing, marketing, sales and support in
each of its targeted markets. There is intense competition for qualified
personnel in the areas of the Company's activities and there can be no
assurance that the Company will be able to continue to attract and retain
qualified personnel necessary for the development of its business.
VOLATILITY OF STOCK PRICE. There has historically been significant
volatility in the market price of securities of technology companies,
particularly those that, like the Company, are still engaged primarily in
product development activities. Factors such as technology and product
announcements by the Company or its competitors, disputes relating to patents
and proprietary rights and variations in quarterly operating results may have
a significant impact on the market price of the Common Stock. In addition,
the securities markets have experienced volatility which is often unrelated
to the operating performance of particular companies. In the past, following
periods of volatility in the market price of a company's securities,
securities class action lawsuits have been instituted against a company. If
brought, such litigation and any settlement or award could have a material
adverse effect on the Company's business, results of operations and financial
condition.
EFFECT OF CERTAIN CHARTER PROVISIONS; ANTITAKEOVER EFFECTS OF RESTATED
CERTIFICATE OF INCORPORATION AND BYLAW PROVISIONS AND OF DELAWARE LAW. The
Board of Directors has the authority to issue up to 1,000,000 shares of
Preferred Stock and to determine the price, rights, preferences, privileges and
restrictions, including voting rights of those shares without any further vote
or action by the stockholders. The rights of the holders of Common Stock will
be subject to, and may be adversely affected by, the rights of the holders of
any Preferred Stock that may be issued in the future. The issuance of Preferred
Stock could have the effect of making it more difficult for a third party to
acquire a majority of the outstanding voting stock of the Company. The Company
has no present plans to issue shares of Preferred Stock. Further, certain
provisions of the Company's Restated Certificate of Incorporation and Bylaws and
of Delaware corporate law could delay or make more difficult a merger, tender
offer or proxy contest
9
<PAGE>
involving the Company. Among other things, the Company's Restated Certificate
of Incorporation does not permit stockholders to act by written consent.
ABSENCE OF DIVIDENDS. The Company has never paid cash dividends and does
not anticipate paying cash dividends on the Common Stock in the foreseeable
future.
10
<PAGE>
SELLING STOCKHOLDER
The following table sets forth certain information, as of May 28, 1997,
with respect to the number of shares of Common stock owned by the Selling
Stockholder and as adjusted to give effect to the sale of the Shares offered
hereby. The Shares are being registered to permit public secondary trading of
the Shares, and the Selling Stockholder may offer the Shares for resale from
time to time. See "Plan of Distribution."
The Shares being offered by the Selling Stockholder were issued pursuant to
the exemption from the registration requirements of the Securities Act provided
by Section 4(2) thereof.
The Company has filed with the Commission, under the Act, a Registration
Statement on Form S-3, of which this Prospectus forms a part, with respect to
the resale of the Shares from time to time on the Nasdaq Stock Market or in
privately-negotiated transactions.
The Shares offered by this Prospectus may be offered from time to time by
the Selling Stockholder named below:
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
PRIOR TO OFFERING
-------------------------
NUMBER OF NUMBER OF SHARES
NAME AND ADDRESS OF SELLING SHARES PERCENT (1) BEING OFFERED
STOCKHOLDER --------- ----------- ----------------
---------------------------
<S> <C> <C> <C>
HEWLETT-PACKARD COMPANY
3000 HANOVER STREET
PALO ALTO, CA 94304........ 558,212 8.2% 558,212
</TABLE>
(1) Based upon shares of Common Stock outstanding on May 28, 1997. This
Registration Statement shall also cover any additional shares of
Common Stock which become issuable in connection with the shares
registered for sale hereby by reason of any stock dividend, stock
split, recapitalization or other similar transaction effected without
the receipt of consideration which results in an increase in the
number of the Registrant's outstanding shares of Common Stock.
RELATIONSHIP WITH H-P
In June 1993, the Company and H-P replaced a previous Coordinated
Research Program Agreement ("the Prior H-P Agreement") by entering into a new
five-year agreement ("the Current H-P Agreement"), which agreement is subject
to earlier termination by Conductus if H-P's ownership of the Company's stock
falls below 7%. Pursuant to the Prior H-P Agreement, H-P and Conductus were
involved in several joint development projects, including the development of
a stable, low phase-noise oscillator for microwave test and instrumentation
applications using resonators developed by Conductus, and the development of
a variety of digital low temperature superconductive (LTS) circuits for
high-speed digital electronic applications. All rights to technology arising
out of joint development projects are owned jointly by H-P and Conductus. As
a result, both Conductus and H-P will be entitled to commercialize products
incorporating such technology.
Any royalties received by either H-P or Conductus for technology developed
under the Prior H-P Agreement will be divided equally between the two parties,
except that Conductus generally may not license third parties to make circuits
based on circuit designs made solely by H-P employees as part of a joint
development project or sell such circuits to third parties for incorporation
into products for resale. H-P is a party to certain cross-license arrangements
and may in the future enter into similar cross-licenses. Consequently, such
third parties may have non-exclusive rights in technology developed under
research projects under the Prior H-P Agreement. H-P also has the right,
beginning two years after information developed under the Prior H-P Agreement
and three years after other confidential information is disclosed to H-P, to
disclose such information to third parties or to the public (including
information disclosed to H-P by Conductus). Conductus has comparable license
and information disclosure rights.
The Current H-P Agreement requires Conductus and H-P to exchange reviews
and assessments of Conductus' technical and applications developments,
particularly with respect to their potential application to H-P's product
lines. Confidentiality is maintained for five years under the Current H-P
Agreement. H-P has the right to appoint and has appointed an H-P employee
(the "H-P Member") as a member of the Company's Scientific
11
<PAGE>
Advisory Board. H-P will jointly own with Conductus any invention by the H-P
Member acting pursuant to the H-P Agreement or using the Company's confidential
information.
Mr. Richard W. Anderson, Vice President and General Manager of the
Microwave and Communication Group at H-P, was nominated for election as a
director of the Company by H-P pursuant to the Series B Preferred Stock Purchase
Agreement between the Company and H-P. On May 7, 1997, Mr. Anderson resigned as
director of the Company. See "Certain Transactions" of the proxy statement that
is incorporated herein by reference.
PLAN OF DISTRIBUTION
The Company will receive no proceeds from this offering. The Shares
offered hereby may be sold by the Selling Stockholder from time to time in
transactions in the over-the-counter market, in negotiated transactions, or a
combination of such methods of sale, at fixed prices which may be changed, at
market prices prevailing at the time of sale, at prices related to prevailing
market prices or at negotiated prices. The Selling Stockholder may effect such
transactions by selling the Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Stockholder and/or the purchasers of the Shares for
whom such broker-dealers may act as agents or to whom they sell as principals,
or both (which compensation as to a particular broker-dealer might be in excess
of customary commissions).
In order to comply with the securities laws of certain states, the Shares
will be sold in such jurisdictions only through registered or licensed brokers
or dealers. In addition, the sale and issuance of Shares may be subject to the
notice filing requirements of certain states.
The Selling Stockholder and any broker-dealer or agents that participate
with the Selling Stockholder in the distribution of the Shares may be deemed to
be "underwriters" within the meaning of the Securities Act, and any commissions
received by them and any profit on the resale of the Shares purchased by them
may be deemed to be underwriting commissions or discounts under the Securities
Act.
Under the applicable rules and regulations under the 1934 Act, any person
engaged in the distribution of the Shares may not simultaneously engage in
market making activities with respect to the Common Stock of the Company for a
period of two business days prior to the commencement of such distribution. In
addition and without limiting the foregoing, the Selling Stockholder will be
subject to applicable provisions of the 1934 Act and the rules and regulations
thereunder, including, without limitation, Rules 10b-6 and 10b-7, which
provisions may limit the timing of purchases and sales of shares of the
Company's Common Stock by the Selling Stockholder.
The Shares were originally issued to the Selling Stockholder pursuant to an
exemption from the registration requirements of the Securities Act provided by
Section 4(2) thereof. The Company agreed to register the Shares under the
Securities Act and to indemnify and hold the Selling Stockholder harmless
against certain liabilities under the Securities Act that could arise in
connection with the sale by the Selling Stockholder of the Shares. The Company
has agreed to pay all reasonable fees and expenses incident to the filing of
this Registration Statement.
LEGAL MATTERS
The legality of the securities offered hereby will be passed upon for the
Company by Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, L.L.P.,
Menlo Park, California.
EXPERTS
The balance sheets as of December 27, 1996 and December 31, 1995 and the
statements of operations, shareholders' equity, and cash flows for each of
the three years in the period ended December 27, 1996, incorporated by
reference in this prospectus, 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.
12
<PAGE>
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER
THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF ANY OFFER TO BUY AND OF THE SECURITIES OFFERED HEREBY BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH
THE PERSON MAKING SUCH OFFER OR SOLICIATION IS NOT QUALIFIED TO DO SO OR TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF THE PROSPECTUS.
---------------------------
558,212 SHARES
CONDUCTUS, INC.
Common Stock
--------------
June 3, 1997
--------------
13
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The fees and expenses incurred by the Company in connection with the
offering are payable by the Company and, other than filing fees, are estimated
as follows:
Securities and Exchange Commission Registration fee. . . . . . . . $1,163
Legal fees and expenses. . . . . . . . . . . . . . . . . . . . . . 7,000
Accounting fees and expenses . . . . . . . . . . . . . . . . . . . 1,000
Miscellaneous fees and expenses. . . . . . . . . . . . . . . . . . 2,000
-----
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $11,163
------
------
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Amended and Restated Certificate of Incorporation
provide that, the directors may cause the Registrant to indemnify a director,
officer, employee or agent of the Registrant against all costs, charges and
expenses incurred by such person as a result of an action or proceeding to
which such person is made a party by reason of being or having been a
director, officer, employee or agent of the Registrant. The Registrant has
entered into indemnification agreements with certain of its directors and
maintains insurance for the benefit of its directors and officers insuring
such persons against certain liabilities, including liabilities under the
securities laws. Item 16. EXHIBITS
(a) EXHIBITS
Exhibit Description
Number -----------
------
5.1 Opinion of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian ,
L.L.P.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian ,
L.L.P. (included in the opinion filed as Exhibit 5.1)
24.1 Power of Attorney (included in Part II of this Registration Statement
under the caption "Signatures").
- ---------------
Item 17. UNDERTAKINGS
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 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.
(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.
II-1
<PAGE>
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 following provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 Act) 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.
For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-3 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Sunnyvale,
State of Califormia on this 3rd day of June, 1997.
CONDUCTUS, INC.
By: /s/Charles E. Shalvoy
---------------------------------------------
Charles E. Shalvoy
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and
directors of Conductus, Inc., a Delaware corporation, do hereby constitute and
appoint jointly and severally, Charles E. Shalvoy and William J. Tamblyn, and
each of them, the lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to do any and all acts and things and to
execute any and all instruments which said attorneys-in-fact and agents
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act, and any rules or regulations or requirements
of the Securities and Exchange Commission in connection with this Registration
Statement. Without limiting the generality of the foregoing power and
authority, the powers granted include the power and authority to sign the names
of the undersigned officers to any and all amendments, both pre-effective and
post-effective, and supplements to this Registration Statement, and to any and
all instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and each of the
undersigned hereby ratified and confirms all that said attorneys and agents or
any of them shall do or cause to be done by virtue hereof. This Power of
Attorney may be signed in several counterparts.
II-3
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
Signature TITLE DATE
--------- ----- ----
/s/Charles E. Shalvoy President, Chief Executive May 30, 1997
- --------------------------- Officer and Director
Charles E. Shalvoy (Principal Executive Officer)
/s/William J. Tamblyn Vice President, May 30, 1997
- --------------------------- Chief Financial Officer
William J. Tamblyn (Principal Accounting Officer)
/s/John F. Shoch, Ph.D. Chairman of the Board of May 30, 1997
- --------------------------- Directors
John F. Shoch, Ph.D.
/s/Martin Cooper Director May 31, 1997
- ---------------------------
Martin Cooper
/s/Robert Janowiak Director May 22, 1997
- ---------------------------
Robert Janowiak
/s/Marty Kaplan Director May 22, 1997
- ---------------------------
Marty Kaplan
<PAGE>
EXHIBIT 5.1
CONDUCTUS, INC.
OPINION AND CONSENT OF COUNSEL
June 3, 1997
Conductus, Inc.
969 W. Maude Avenue
Sunnyvale, CA 94086
Re: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 to be filed by
Conductus, Inc. (the "Company") with the Securities and Exchange Commission
on June 3, 1997, as thereafter amended or supplemented (the "Registration
Statement"), in connection with the registration under the Securities Act of
1933, as amended, of certain shares of the Company's Common Stock (the
"Shares") previously issued to Hewlett-Packard Company in a private offering
by the Company. As your legal counsel, we have examined the proceedings
taken by you in connection with the sale and issuance of the Shares.
It is our opinion that the Shares are legally and validly issued, fully paid and
non-assessable.
We consent to the use of this opinion as an exhibit to said Registration
Statement, and further consent to the use of our name wherever appearing in said
Registration Statement, including the prospectus constituting a part thereof,
and in any amendment or supplement thereto.
Very truly yours,
/s/Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, LLP
GUNDERSON DETTMER STOUGH
VILLENEUVE FRANKLIN & HACHIGIAN, LLP
II-5
<PAGE>
EXHIBIT 23.1
CONDUCTUS, INC.
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
on Form S-3 of our reports dated February 7, 1997 on our audits of the
financial statements and financial statement schedule of Conductus, Inc. as
of December 27, 1996 and December 31, 1995 and for each of the years in the
period ended December 27, 1996. We also consent to the reference to our firm
under the caption "Experts."
/s/Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
San Jose, California
June 3, 1997
