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As filed with the Securities and Exchange Commission on February 26, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MARTEK BIOSCIENCES CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation or organization)
52-1399362
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(I.R.S. employer identification no.)
6480 DOBBIN ROAD, COLUMBIA, MARYLAND 21045
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(Address of principal executive offices) (Zip code)
MARTEK BIOSCIENCES CORPORATION 1997 STOCK OPTION PLAN
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(Full title of the plan)
STEVE DUBIN
CHIEF FINANCIAL OFFICER, GENERAL COUNSEL, SECRETARY AND TREASURER
MARTEK BIOSCIENCES CORPORATION
6480 DOBBIN ROAD
COLUMBIA MARYLAND 21045
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(Name and address of agent for service)
(410) 740-0081
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(Telephone number, including area code, of agent for service)
Copy to:
MICHAEL J. SILVER
HOGAN & HARTSON L.L.P.
111 SOUTH CALVERT STREET
BALTIMORE, MARYLAND 21202
(410) 659-2741
CALCULATION OF REGISTRATION FEE
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Proposed Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered(1) price per share(1) price(1) registration fee(1)
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<S> <C> <C> <C> <C>
Common Stock, par value $.01
per share 500,000 $13.82 $6,910,000 $2093.94
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(1) Pursuant to Rule 457(c) and (h)(1) of the Securities Act of 1933, as
amended solely for the purpose of calculating the amount of the registration
fee, based on the average of the high and low prices per share of Martek
Biosciences Corporation common stock, par value $.01 per shares, on February 24,
1998, as reported on the Nasdaq stock market.
Exhibit Index Appears on page 4.
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The contents of Martek Biosciences Corporation's registration statement
on Form S-8 (SEC File Number 333-27671) relating to the 1997 Stock Option Plan
is hereby incorporated by reference herein.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Columbia, State of Maryland, on this 26th day of
February, 1998.
MARTEK BIOSCIENCES CORPORATION
By: /s/ Henry Linsert, Jr.
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Henry Linsert, Jr.
Chairman and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Martek Biosciences
Corporation, hereby severally and individually constitute and appoint Steve
Dubin and Michael J. Silver, and each of them, the true and lawful attorneys and
agents of each of us to execute in the name, place and stead of each of us
(individually and in any capacity stated below) any and all amendments to this
Registration Statement on Form S-8, and all instruments necessary or advisable
in connection therewith and to file the same with the Securities and Exchange
Commission, each of said attorneys and agents to have power to act with or
without the other and to have full power and authority to do and perform in the
name and on behalf of each of the undersigned every act whatsoever necessary or
advisable to be done in the premises as fully and to all intents and purposes as
any of the undersigned might or could do in person, and we hereby ratify and
confirm our signatures as they may be signed by our said attorneys and agents
and each of them to any and all such amendment and amendments.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
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SIGNATURE TITLE DATE
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<S> <C> <C>
/S/ HENRY LINSERT, JR. Chairman and Chief February 26, 1998
- --------------------------------------- Executive Officer
Henry Linsert, Jr. (Principal Executive Officer)
/S/ STEVE DUBIN Chief Financial Officer February 26, 1998
- --------------------------------------- General Counsel, Secretary and Treasurer
Steve Dubin (Principal Financial Officer and Principal
Accounting Officer)
Board of Directors:
By: /S/ HENRY LINSERT, JR. Director February 26, 1998
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Henry Linsert, Jr.
By: /S/ JULES BLAKE Director February 26, 1998
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Jules Blake
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<S> <C> <C>
By: /S/ BRUCE E. ELMBLAD Director February 26, 1998
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Bruce E. Elmblad
By: /s/ ANN L. JOHNSON Director February 26, 1998
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Ann L. Johnson
By: /S/ DOUGLAS J. MACMASTER, JR. Director February 26, 1998
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Douglas J. MacMaster, Jr.
By: /S/ JOHN H. MAHAR Director February 26, 1998
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John H. Mahar
By: /S/ SANDRA PANEM Director February 26, 1998
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Sandra Panem
By: /S/ RICHARD J. RADMER Director February 26, 1998
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Richard J. Radmer
By: /S/ EUGENE H. ROTBERG Director February 26, 1998
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Eugene H. Rotberg
By: /S/ WILLIAM D. SMART Director February 26, 1998
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William D. Smart
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EXHIBIT INDEX
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Exhibit
Number Description
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<S> <C>
4.1(e)* Martek Biosciences Corporation 1997 Employee Stock Option Plan ("Stock Plan")
5.1 Opinion of Counsel Regarding the Legality of the Shares of Common
Stock Being Registered
23.1** Consent of Counsel
23.2 Consent of Ernst & Young LLP, Independent Auditors
25*** Powers of Attorney
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* Included as an Exhibit to the Registrant's Registration Statement on Form
S-8, Registration No. 333-27671 filed on May 22, 1997, and incorporated
herein by reference
** Included in Exhibit 5.
*** Contained on signature page.
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Exhibit 5.1
February 26, 1998
Board of Directors
Martek Biosciences Corporation
6480 Dobbin Road
Columbia, Maryland 21045
Ladies & Gentlemen:
This firm has acted as counsel to Martek Biosciences Corporation (the
"Company"), a Delaware corporation, in connection with its registration,
pursuant to a registration statement on Form S-8 filed on or about the date
hereof (the "Registration Statement"), of 500,000 shares (the "Shares") of
Common Stock, par value $.01 per share, of the Company ("Common Stock"),
issuable under the Martek Biosciences 1997 Employee Stock Option Plan (the
"Plan"). This letter is furnished to you pursuant to the requirements of Item
601(b)(5) of Regulation S-K, 17 C.F.R. Section 229.601(b)(5), in connection with
such registration.
For purposes of this opinion, we have examined copies of the following
documents:
1. An executed copy of the Registration Statement and a Registration
Statement on Form S-8, Registration No. 333-27671.
2. A copy of the Plan, as certified by the Secretary of the Company
on the date hereof as being complete, accurate and in effect.
3. The Certificate of Incorporation of the Company, as amended, as
certified on February 17, 1998 by the Secretary of State of the
State of Delaware and as certified by the Secretary of the Company
on the date hereof as being complete, accurate and in effect.
4. The Amended and Restated Bylaws of the Company as certified by the
Secretary of the Company on the date hereof as being complete,
accurate and in effect.
5. Resolutions of the Board of Directors of the Company adopted on
January 16, 1998, as certified by the Secretary of the Company on
the
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date hereof as being complete, accurate and in effect, relating
to, among other things, approval of the Plans.
6. A certificate of the Secretary of the Company, dated as of the
date hereof as to certain facts relating to the Company.
For purposes of rendering this opinion, we have not, except as
specifically identified above, made any independent review or investigation of
factual or other matters, including the organization, existence, good standing,
assets, business or affairs of the Company. In our examination of the aforesaid
certificates, records and documents, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the accuracy and
completeness of all documents submitted to us, the authenticity of all original
documents and the conformity to authentic original documents of all documents
submitted to us as copies (including telecopies). We also have assumed the
accuracy, completeness and authenticity of the foregoing certifications (of
public officials, governmental agencies and departments and corporate officers)
and statements of fact, on which we are relying, and have made no independent
investigations thereof. This opinion is given in the context of the foregoing.
This opinion is based as to matters of law solely on the General
Corporation Law of the State of Delaware, as amended, and we express no opinion
as to any other laws, statutes, regulations, or ordinances, including without
limitation any federal or state tax or securities laws or regulations.
Based upon, subject to, and limited by the foregoing, we are of the
opinion that the Shares, when issued and delivered in the manner and on the
terms contemplated in the Registration Statement and the Plan (with the Company
having received the consideration therefor, the form of which is in accordance
with applicable law), will be validly issued, fully paid and non-assessable.
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion. This opinion has been prepared
solely for your use in connection with the filing of the Registration Statement
on the date of this letter, and should not be quoted in whole or in part or
otherwise be referred to, nor be filed with or furnished to any governmental
agency or other person or entity, without the prior written consent of this
firm.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. In giving this consent, we do not thereby admit that we
are an "expert" within the meaning of the Securities Act of 1933, as amended.
Very truly yours,
HOGAN & HARTSON L.L.P.
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Exhibit 23.2
Consent of Independent Auditors
We consent to the reference to our firm in the Registration Statement (Form S-8
No. 333-00000) pertaining to the Martek Biosciences Corporation 1997 Stock
Option Plan of Martek Biosciences Corporation and to the incorporation by
reference therein of our report dated December 12, 1997, with respect to the
financial statements in its Annual Report (Form 10-K) for the year ended
October 31, 1997, filed with the Securities and Exchange Commission.
Ernst & Young LLP
Vienna, Virginia
February 25, 1998
