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As filed with the Securities and Exchange Commission on August 2, 1999
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, AS AMENDED
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PETER L. BUZY
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
<TABLE>
<CAPTION>
==================================================================================================================
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>
Stock Options and 1,000,000 $9.4375 $9,437,500.00 $2624.00
Common Stock, par
value $.10 per share (2)
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</TABLE>
(1) Pursuant to Rule 457(h)(1), the proposed maximum offering price per share,
proposed maximum aggregate offering price and the amount of the
registration fee are based on the average of the bid and ask price of
$9.4375 per share of Martek Biosciences Corporation common stock on July
29, 1999 as reported on the NASDAQ National Market.
(2) Includes Series A Preferred Share Purchase Rights attached thereto, for
which no separate fee is payable pursuant to Rule 457(i).
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In accordance with Section E of the General Instructions to
Form S-8, the contents of Form S-8, Registration No. 333-27671, filed by Martek
Biosciences Corporation with the Securities and Exchange Commission on May 22,
1997, are incorporated herein by reference for the registration of 1,000,000
additional shares of common stock issuable pursuant to the Martek Biosciences
Corporation 1997 Stock Option Plan, as amended.
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
5.01 Opinion regarding the legality of the shares of Common
Stock being registered
10.01 Amendment to the 1997 Stock Option Plan
23.01 Consent of Ernst & Young LLP
23.02 Consent of Hogan & Hartson L.L.P. (contained in Exhibit
5.01)
24 Power of Attorney (contained on signature page)
</TABLE>
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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 Howard, Maryland, on August 2, 1999
Martek Biosciences Corporation
By: /s/ Henry Linsert, Jr.
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Henry Linsert, Jr.
Chief Executive Officer
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.
We, the undersigned officers and directors of Martek Biosciences Corporation,
hereby severally and individually constitute and appoint Henry Linsert, Jr.,
Peter L. Buzy 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.
<TABLE>
<S> <C>
Date: August 2, 1999 /s/ Henry Linsert, Jr.
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Henry Linsert, Jr.
Chief Executive Officer and Director
(Principal Executive Officer)
Date: August 2, 1999 /s/ Peter L. Buzy
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Peter L. Buzy
(Chief Financial and Accounting Officer)
Date: August 2, 1999 /s/ Jules Blake
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Jules Blake
Director
Date: August 2, 1999 /s/ Gordon S. Macklin
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Gordon S. Macklin
Director
</TABLE>
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<TABLE>
<S> <C>
Date: August 2, 1999 /s/ Ann L. Johnson
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Ann L. Johnson
Director
Date: August 2, 1999 /s/ Douglas J. MacMaster, Jr.
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Douglas J. MacMaster, Jr.
Director
Date: August 2, 1999 /s/ John H. Mahar
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John H. Mahar
Director
Date: August 2, 1999 /s/ Sandra Panem
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Sandra Panem
Director
Date: August 2, 1999 /s/ Richard J. Radmer
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Richard J. Radmer
Director
Date: August 2, 1999 /s/ Eugene H. Rotberg
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Eugene H. Rotberg
Director
Date: August 2, 1999 /s/ William D. Smart
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William D. Smart
Director
</TABLE>
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EXHIBIT 5.01
August 2, 1999
Martek Biosciences Corporation
6480 Dobbin Road
Columbia, Maryland 21045
Ladies and Gentlemen:
This firm has acted as counsel to Martek Biosciences
Corporation, a Delaware corporation (the "Company"), in connection with its
registration, pursuant to a registration statement on Form S-8 filed on the date
hereof (the "Registration Statement"), of 1,000,000 shares (the "Shares") of
common stock, par value $.10 per share of the Company (the "Common Stock"), to
be granted pursuant to the Martek Biosciences Corporation 1997 Stock Option
Plan, as amended (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 letter, we have examined copies
of the following documents:
1. The Registration Statement.
2. The Certificate of Incorporation of the Company with
amendments thereto, as certified by the Secretary of
State of the State of Delaware on July 9, 1999, and as
certified by the Assistant Treasurer of the Company on
the date hereof as being complete, accurate and in
effect.
3. The Bylaws of the Company, as certified by the
Assistant Treasurer of the Company on the date hereof
as being complete, accurate and in effect.
4. The Plan as adopted by the Board of Directors of the
Company and as certified by the Assistant Treasurer of
the Company on the date hereof as being complete,
accurate and in effect.
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5. Resolutions of the Board of Directors of the Company
adopted on March 11, 1999, as certified by the
Assistant Treasurer of the Company on the date hereof
as being complete, accurate and in effect, relating to,
among other things, the approval of the Plan and the
filing of the Registration Statement.
6. A certificate of the Assistant Treasurer of the
Company, dated the date hereof, as to certain facts
relating to the Company.
In our examination of the aforesaid documents, we have assumed
the genuineness of all signatures, the legal capacity of natural persons, the
authenticity, accuracy and completeness of all documents submitted to us, and
the conformity with the original documents of all documents submitted to us as
certified, telecopied, photostatic, or reproduced copies. This opinion letter is
given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on
Delaware corporate law, and we express no opinion as to any other laws,
statutes, ordinances, rules or regulations (such as state securities or "blue
sky" laws).
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.
This opinion letter has been prepared for your use in
connection with filing of the Registration Statement on the date hereof. We
assume no obligation to advise you of any changes in the foregoing subsequent to
the delivery of this opinion letter.
We hereby consent to the filing of this opinion letter as an
exhibit 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.
Sincerely yours,
HOGAN & HARTSON L.L.P.
-11-
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EXHIBIT 10.01
AMENDMENT TO 1997 STOCK OPTION PLAN, AS AMENDED
On March 11, 1999, the Board of Directors of the Company approved amending the
above-referenced plan to increase the number of shares of common stock, par
value $.10 per share, of the Company available for grant as stock options by
1,000,000 shares. All other terms of the plan remained unchanged.
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EXHIBIT 23.01
CONSENT OF ERNST & YOUNG LLP, 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 11, 1998, with respect to the
financial statements in its Annual Report (Form 10-K) for the year ended
October 31, 1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Vienna, Virginia
July 29, 1999
