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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 13, 2000
REGISTRATION NO. 333-34460
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
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MARTEK BIOSCIENCES CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 52-1399362
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION)
</TABLE>
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6480 DOBBIN ROAD
COLUMBIA, MARYLAND 21045
(410) 740-0081
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
HENRY LINSERT, JR.
CHIEF EXECUTIVE OFFICER
MARTEK BIOSCIENCES CORPORATION
6480 DOBBIN ROAD
COLUMBIA, MARYLAND 21045
(410) 740-0081
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
MICHAEL J. SILVER
HOGAN & HARTSON L.L.P.
111 SOUTH CALVERT STREET, 16TH FLOOR
BALTIMORE, MARYLAND 21202
(410) 659-2700
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
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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 the 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. [ ]
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.
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INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SEC IS EFFECTIVE. THIS IS NOT AN OFFER TO SELL THESE SECURITIES
AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE
WHERE THE OFFER OR SALE IS NOT PERMITTED.
PROSPECTUS SUBJECT TO COMPLETION
November 13, 2000
MARTEK BIOSCIENCES CORPORATION
2,536,532 SHARES OF COMMON STOCK
734,391 COMMON STOCK PURCHASE WARRANTS
The shareholders named on page 9 are offering to sell up to 2,536,532
shares of our common stock and up to 734,391 common stock purchase warrants.
Our common stock is traded on the Nasdaq Stock Market under the symbol
"MATK." On November 10, 2000, the last reported sale price of our common stock
on Nasdaq was $20.00 per share.
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INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 3.
------------------------
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED THE COMMON
STOCK OR THE COMMON STOCK PURCHASE WARRANTS, NOR HAVE THESE ORGANIZATIONS
DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is November , 2000.
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OUR BUSINESS
Martek Biosciences Corporation was founded in 1985. Our principal executive
offices are located at 6480 Dobbin Road, Columbia, Maryland 21045, and our
telephone number is (410) 740-0081. We develop, manufacture and sell products
from microalgae and other sources.
Microalgae are microplants. We have pioneered the commercial development of
microalgae into a portfolio of high value products and product candidates
consisting of the following:
- NUTRITIONAL PRODUCTS -- Over the past 8 years, we have developed
production methods and intellectual property for 2 important fatty acids.
These fatty acids are docosahexaenoic acid, commonly known as DHA, and
arachidonic acid, commonly known as ARA. We derive DHA from microalgae
and ARA from fungi, using proprietary processes. Cell membranes
throughout the body, especially in the brain, central nervous system,
retina and heart, contain these fatty acids. DHA and ARA may help develop
the eyes and central nervous systems of newborns and promote adult mental
and cardiovascular health. An adult or newborn may obtain DHA and ARA via
foods such as red meats, fish and eggs, as well as supplements and
pharmaceuticals. While there are no universally recognized guidelines for
daily consumption of DHA, a recent workshop sponsored by several health
care organizations, including the National Institutes of Health,
recommended that adults consume at least 220 mgs. of DHA daily. The World
Health Organization issued similar guidelines for infant nutrition. The
U.S. Department of Agriculture and similar organizations in Europe and
Asia have compiled data showing dietary intake in Western societies is
less than one-half of this level. We believe that this possible dietary
deficiency will result in an increase in demand for DHA-supplemented
products. Investigators at the National Institutes of Health and other
research centers have observed a relationship between low levels of DHA
and a variety of health risks, including cardiovascular problems, cystic
fibrosis, cancer, as well as neurological and visual disorders. We have
recently begun sponsoring studies to further investigate the potential
benefit of DHA supplementation on cardiovascular health and breast
cancer. Additionally, we, as well as others, are conducting research
regarding the potential benefit of DHA supplementation on cystic fibrosis
and visual and neurological disorders.
We are targeting the infant formula market and the adult nutritional
market for our nutritional oils. Infant formula products containing our
products have not received required regulatory approval for sale within
the United States. Seven infant formula manufacturers, representing
approximately 60% of the estimated six billion worldwide infant formula
market, have licensed from us the right to include our nutritional oils
in their products. Five of these licensees have marketed term infant
formula products containing our oils in thirteen countries and pre-term
infant formula products containing our oils in approximately sixty
countries. Adult supplements containing our nutritional oils are being
marketed in the United States and Europe.
- STABLE ISOTOPE PRODUCTS -- We have developed several other products and
product candidates from microalgae, including amino acids and sugars that
are "labeled" with unique atoms. These labels provide scientists with a
tool to understand how chemical compounds and proteins react. Researchers
in the pharmaceutical industry may use these products to evaluate the
three-dimensional structures of proteins using nuclear magnetic resonance
technology, which produces molecular pictures providing information about
how drugs react.
- OTHER PRODUCTS -- We are also developing new fluorescent marker products
from microalgae that have potential applications in automated biological
screening to find new compounds or reduce drug discovery time. These
fluorescent marker products bring greater sensitivity to existing tests
and applications. Our genomics group has developed key intellectual
property that some day may allow us to transfer the DHA producing genetic
material of microalgae into agricultural products like corn.
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RISK FACTORS
You should carefully consider the following risk factors, as well as other
information in this prospectus and all of the information incorporated by
reference before purchasing our common stock.
WE HAVE EXPERIENCED NET OPERATING LOSSES SINCE OUR INCEPTION, ARE LIKELY TO
CONTINUE TO EXPERIENCE NET OPERATING LOSSES IN THE SHORT TERM, AND MAY NEVER
BECOME PROFITABLE.
We have experienced net operating losses since our inception. As of July
31, 2000, we have an accumulated deficit of $85,569,000. Until we realize
significant revenues from our nutritional products, we expect to continue to
experience net operating losses. Our balance of cash and cash equivalents at
July 31, 2000 was $4,631,000 and, as of July 31, 2000, we had $19,451,000 in
short term investments and marketable securities. At April 30, 2000, these
amounts were $3,395,000 and $21,511,000, respectively. We must achieve sustained
profitability to generate the cash necessary to be a viable business in the long
term, and at this time we have not yet generated a sustained source of revenues
to achieve this.
IF OUR INFANT FORMULA LICENSEES DO NOT INTRODUCE PRODUCTS CONTAINING OUR
NUTRITIONAL OILS IN THE UNITED STATES OR BROADEN THEIR USE OF OUR NUTRITIONAL
OILS IN THEIR PRODUCTS OVERSEAS, WE MAY NOT BE ABLE TO REACH REVENUE LEVELS THAT
WOULD MAKE US PROFITABLE.
Nutritional product sales and royalties are likely to be our main source of
revenues in the future. Although we sell some of our nutritional oils into the
adult nutritional products market, approximately two-thirds of our current
nutritional product revenues come from our license agreements with infant
formula manufacturers. As such, we depend on the licensees' sales of products
that include our nutritional oils. Although some of our licensees have included
our nutritional oils in some of their products outside the United States, we
cannot predict whether any licensee will introduce infant formula products
containing our nutritional oils in the United States, broaden their use of our
nutritional oils overseas, or whether any of our other licensees will
incorporate our nutritional oils into their products. Until these events occur
and we recognize significant revenues as a result of increased product
introductions, we do not expect to be profitable from the sale of nutritional
oils to our licensees.
Ultimately our success in the infant formula industry depends on growing
acceptance of our nutritional oils as necessary or beneficial additives to
infant formulas. Notwithstanding existing clinical results that have
demonstrated the beneficial effects of adding our nutritional oils to infant
formula, some experts in the field of infant nutrition do not believe that our
nutritional oils are necessary or that they provide any long-term beneficial
effects. Many of these experts recommend that mothers breastfeed rather than use
infant formulas whether or not they contain our nutritional oils. Some experts
also believe that infant formula without our oils contains sufficient precursor
fats that infants can convert into DHA and ARA as needed. In addition, some
physicians are unimpressed by studies showing that infant formulas fortified
with our oils improve infants' cognitive ability at early ages, suggesting that
these results may not carryover to improved results later in life. Due to these
differences in opinion, we are subject to the risk that the use of DHA and ARA
in infant formula may never gain widespread acceptance.
IF ADDITIONAL POSITIVE CLINICAL RESULTS ARE NOT OBTAINED, WE MAY NOT BE ABLE TO
DEVELOP A PROFITABLE MARKET FOR OUR NUTRITIONAL OILS OUTSIDE OF THE INFANT
FORMULA MARKET.
Approximately one-third of our current nutritional product revenues come
from sales of our nutritional oils to distributors and directly to consumers in
the adult supplement market. Investigators at universities and other research
centers, such as the National Institutes of Health, have observed a relationship
between low levels of DHA and a variety of health risks, including increased
cardiovascular problems, cystic fibrosis, cancer, and neurological and visual
disorders. We are currently trying to establish what contribution, if any,
supplementation with our oils will make in addressing these problems. Although
clinical data is not required to market nutritional supplements to consumers or
distributors outside of the infant formula market, we believe that further
clinical studies are needed to validate the benefits of DHA supplementation.
Accordingly, we have recently begun sponsoring studies to further investigate
the potential benefit of DHA supplementation
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on cardiovascular health and breast cancer, and we, as well as others, are
conducting research regarding the impact of DHA supplementation on cystic
fibrosis and visual and neurological disorders. Unless these studies, which are
more extensive then earlier pilot studies, establish the positive impact of DHA
supplementation, we may only have a limited adult nutritional supplement market
opportunity.
EVEN IF OUR PRODUCTS DO OBTAIN WIDESPREAD ACCEPTANCE, WE MAY NOT BE ABLE TO
PRICE THE PRODUCTS AT A LEVEL THAT WOULD ALLOW US TO BE PROFITABLE.
Infant formula pricing is very competitive and the market is very sensitive
to product price changes. Because the inclusion of our oils into infant formula
may add 10% to 20% to the retail cost of standard infant formula, there is the
risk that our licensees may never be able to sell supplemented products at a
price that will allow them to gain broad market acceptance while at the same
time be profitable. Although our current contracts with licensees outline
product pricing and royalty rates, we cannot predict whether these pricing
structures will allow our licensees to be competitive in the future. If we have
to reduce our prices, we may not be able to sell products at a price that would
enable us to be profitable. We are currently negotiating flat-rate pricing with
our infant formula licensees and have agreed to accept flat-rate pricing
purchase orders from our licensees in the interim until formal agreements are
finalized. We do not believe that this change is material to investors as the
economics of flat-rate pricing will be similar to our current economics, with
the current transfer price and royalty combined into one price with a slight
discount. Although either our current pricing structure or the flat-rate pricing
structure will enable us to achieve profitability if our products receive
widespread acceptance, we cannot predict whether either of these pricing
structures will enable our licensees to achieve success marketing these
products. None of our license agreements requires our licensees to purchase any
minimum amount of products from us now or in the future and all of our license
agreements allow our licensees to manufacture our products themselves or
purchase nutritional oils from other sources.
IF WE ARE UNABLE TO INCREASE OUR PRODUCTION CAPACITY OR ENTER INTO FAVORABLE
AGREEMENTS WITH THIRD PARTIES TO PRODUCE OUR OILS, OUR CUSTOMERS MAY NOT BE ABLE
TO OBTAIN A SUFFICIENT SUPPLY OF DHA AND ARA AT A COMMERCIALLY REASONABLE PRICE
TO GAIN A BROAD ACCEPTANCE OF THESE PRODUCTS AND OUR FUTURE REVENUES FROM THESE
PRODUCTS MAY BE LIMITED.
To meet our customers' projected demand for our nutritional oils, we have
developed a process for the large-scale production of our oils at our
Winchester, Kentucky manufacturing plant. We estimate the world-wide infant
formula market to be approximately $6 billion. If our licensees were to
penetrate 100% of this market with DHA and ARA supplemented formulas, we
estimate that we would receive approximately $300 million in revenues annually
from these sales. To date, our licensees have penetrated less than 2% of the
world-wide infant formula market. While our current production level in our
plant is sufficient to meet this current demand, if demand increases beyond our
current production capabilities, we may be unable to produce the required
quantities of oil cost effectively. Although our licensees have a right to
manufacture DHA and ARA, we are not aware of any of our licensees doing so or
preparing to do so. We estimate that it may take a licensee approximately one
year or more to develop their process of making our oils. Accordingly, if we are
unable to meet demand, our licensees may not be able to manufacture product for
themselves for at least one year. We believe that we can increase production to
supply approximately 20% to 30% of the world-wide infant formula market with
additional capital expenditures. However, our ability to maintain commercial
production at those levels at our plant has not been successfully tested. As a
precaution, we have developed plans to expand our existing facilities to
accommodate increased production. In order to double our capacity at our current
facility, it would cost as much as $20 million, which would require us to raise
significant amounts of capital. We have also conducted DHA production trials
with third party manufacturers. However, we do not currently have a third party
manufacturing agreement in place to supply us with DHA-containing oil. If we are
unable to cost effectively manufacture our DHA-containing oils at our plant, or
we are unable to enter into a favorable third party manufacturing agreement or
our licensees are unable to find alternative sources for our DHA-containing
oils, our licensees may not be able to meet future demand and our revenues may
be limited in the future.
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Although we are able to produce ARA-containing oil at our Winchester plant,
we have entered into an agreement with a third party manufacturer, DSM Food
Specialties, to supply our ARA-containing oil. If DSM Food Specialties fails to
supply us with required amounts under the contract, we would not be able to meet
our customers' demands. In this case, we would have to either manufacture the
ARA-containing oil at our plant, which would reduce our DHA-containing oil
production capacity, or enter into other third party manufacturer supply
agreements. If we are unable to find alternative supply sources or are unable to
cost effectively manufacture the ARA-containing oil in our Winchester plant, our
licensees may not be able to meet future product demand and our future revenue
from sales of ARA-containing oils may be limited.
BECAUSE WE ARE STILL IN THE EARLY STAGES OF PRODUCT DEVELOPMENT, WE WILL NEED
SIGNIFICANT ADDITIONAL CAPITAL TO CONTINUE OUR RESEARCH AND DEVELOPMENT, CONDUCT
PRODUCT TESTING, INCLUDING PRECLINICAL AND CLINICAL TRIALS, AND MANUFACTURE AND
MARKET OUR PRODUCTS.
We have a number of products that are in the early stages of research and
development, product testing, manufacturing or marketing. Although we receive
revenues from sales of infant formula containing our nutritional oils, our
dietary supplement Neuromins(R), our stable isotope products, and some other
products, the aggregate revenue from these products is currently insufficient to
internally fund our product development, manufacturing and marketing needs.
Therefore, we will continue to require additional outside sources of funding. We
estimate that we will need approximately $30-40 million over the next several
years to fund our research and development, product testing, manufacturing, and
marketing at budgeted levels. Additionally, if our business grows, these needs
will increase.
To continue to fund our growth, we will pursue various sources of funding,
which may include equity issuances, asset based borrowing, lease financing, and
collaborative arrangements with partners. Our existing term loan, which has a
current balance at September 28, 2000 of approximately $564,000, requires us to
meet certain debt covenants, which include maintaining a cash, cash equivalents
and marketable securities balance of at least $12 million and meeting certain
debt/equity and other ratios. Because additional debt financing arrangements
would have to comply with these financial covenants, we may not be able to
secure additional debt financing on terms acceptable to us. Additionally,
funding from other sources may not be available, or may not be available on
terms that would be commercially acceptable or permit us to continue the planned
commercialization of our products or to expand our production capacity. If we
obtain funds through collaborative or strategic partners, these partners may
require us to give them technology or product rights, including patents, that
could ultimately diminish our value. If we cannot secure adequate funding, we
may need to scale back our research, development, manufacturing, and
commercialization programs which may have a materially adverse affect on our
future business.
THE MARKET PRICE OF OUR COMMON STOCK MAY EXPERIENCE A HIGH LEVEL OF VOLATILITY
DUE TO FACTORS SUCH AS ITS RELATIVE ILLIQUIDITY, THE VOLATILITY IN THE MARKET
FOR BIOTECHNOLOGY STOCKS GENERALLY, AND THE EFFECT OF SHORT TERM EVENTS LIKE
PRODUCT LAUNCHES AND LICENSE ANNOUNCEMENTS.
We are a public emerging growth company in the biosciences sector. As
frequently occurs among these companies, the market price for our common stock
may experience a high level of volatility. During the fifty-two week period
ending September 21, 2000, our common stock price has traded between $6.25 and
$32.00. During the fifty-two week period ending September 21, 1999, our common
stock price ranged from $5.00 to $12.00. The following are examples of items
that may significantly impact the market price for our common stock:
- announcements of technical innovations, new commercial products, new
license arrangements or strategic partnerships by us or our competitors;
- patent or other intellectual property disputes;
- quarterly fluctuations in our results of operations;
- regulatory developments concerning our products and our competitors'
products; and
- general market conditions for emerging growth companies and bioscience
companies.
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Because we may experience a high level of volatility in our common stock,
you should not invest in our stock unless you are prepared to handle a
significant loss of your capital. At any given time, you may not be able to sell
your shares at a price you think is acceptable.
The market liquidity for our stock is very low. As of November 8, 2000, we
had 17,806,079 shares of common stock outstanding. Since our initial public
offering of common stock on November 23, 1993, the average daily trading volume
in our common stock as reported on the NASDAQ National market has been 149,045
shares. The average trading volume in our common stock during the fifty-two week
period ending September 30, 2000 was 100,004 shares. The average trading volume
in our common stock during the fifty-two week period ending September 30, 1999
was 58,379 shares. Although a more active trading market may develop in the
future, the limited market liquidity for our stock may effect your ability to
sell and the price at which you are able to sell your shares of common stock.
IF SIGNIFICANT SHARES ELIGIBLE FOR FUTURE SALE ARE SOLD OR REGISTRATION RIGHTS
ARE EXERCISED, THE RESULT MAY DEPRESS OUR STOCK PRICE BY INCREASING THE SUPPLY
OF OUR SHARES IN THE MARKET AT A TIME WHEN DEMAND MAY BE LIMITED.
Because we continue to require additional outside sources of capital to
finance, among other things, our research and development, product testing, and
the manufacturing or marketing of our products, we may need to raise additional
capital through the sale of equity securities. As of November 8, 2000, we had
17,806,079 shares of common stock outstanding, stock options outstanding to
purchase an aggregate of 2,970,330 shares of common stock at various exercise
prices ranging from $6.25 to $34.25 per share, and warrants outstanding to
purchase up to 734,391 shares of common stock at exercise prices between $7.51
and $18.76. To the extent that these options and warrants for our common stock
are exercised, the increase in the number of our outstanding shares of common
stock may adversely affect the price for our common stock. This could hurt our
ability to raise capital through the sale of equity securities. Additionally,
some of our stockholders who bought shares or warrants from us in private
placements have registration rights. If the stockholders were to exercise their
registration rights when we are seeking to raise capital by selling stock in a
registered offering, the result could effectively prevent us from doing so.
IF OUR LICENSEES DO NOT RECEIVE NECESSARY REGULATORY APPROVALS FOR THE USE OF
OUR NUTRITIONAL SUPPLEMENTS IN INFANT FORMULAS, THEY WILL NOT BE ABLE TO MARKET
FORMULA CONTAINING OUR PRODUCTS.
Many of our products and the manufacturing and marketing of these products
are subject to extensive regulation by the FDA and similar regulatory
authorities in other countries depending on the product type and method of
manufacture. For example, the FDA regulates, to varying degrees and sometimes in
very different ways, infant formulas, dietary supplements, foods, medical foods,
animal feed and pharmaceutical products.
To date, infant formula containing our nutritional oils has not received
regulatory approval in the United States. As a result of prior filings for this
approval by our licensees, the FDA has raised questions pertaining to the
results of animal studies relating to DHA and ARA concerning the slightly
enlarged livers and spleens of the laboratory rats who consumed large quantities
of these oils in the studies. We, along with our licensees, are in the process
of responding to the FDA to address these questions. As part of this process,
during February 2000, we filed a "generally recognized as safe" ("GRAS")
notification with the FDA for the use of our DHA and ARA nutritional oils in our
licensees' infant formula. If the FDA review results in a favorable outcome,
each of our infant formula licensees will need to obtain a separate FDA
authorization before marketing an infant formula with our sources of DHA and
ARA.
There can be no assurance that our GRAS notification, the final
determination of which may take a minimum of three to six additional months from
the effective date of this registration statement, will have a favorable
outcome, and even if it does, there can be no assurance that our licensees will
be able to obtain the FDA approval to market an infant formula containing our
products in the United States. If we are unable to obtain these approvals, or if
approvals are delayed, our ability to successfully market products directly and
through our licensees, and to generate revenues from infant formula product
sales or royalties, would be impaired.
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OUR CURRENT PATENTS MAY NOT BE ABLE TO PROVIDE PROTECTION AGAINST COMPETITIVE
PRODUCTS AND WE MAY BE UNABLE TO PROTECT OUR INTELLECTUAL PROPERTY PORTFOLIO IN
THE FUTURE.
European and U.S. patent authorities have not adopted a consistent policy
regarding the breadth of claims allowed for health and bioscience patents. Our
issued patents, or patents that we may obtain in the future, may not afford
adequate protection against competitors with competing technology because
governmental agencies may revoke our patents for being too broad or may limit
the scope of our patents. If this happens, companies may be able to produce
products using our previously patented technology. We may also incur substantial
costs in the future in defending our patents.
OmegaTech, Inc., Monsanto Corporation, Aventis S.A. and Nagase & Co. Ltd.
are challenging our European patent covering our DHA-containing oils. At a
recent hearing, a division of the European Patent Office revoked our patent on
the grounds that it is too broad. We immediately appealed this ruling, and as a
result, our patent was reinstated and it will remain in effect during the appeal
process, which may take up to two years. If the revocation is upheld upon our
appeal, or any other challenges to our patents are successful, our competitors
may be able to produce our products and, as a result we may experience decreases
in the future sales of our nutritional oils, decreases in the revenues on sales
of infant formula containing our oils and decreases in license fees related to
our oils. Although our revenues may decrease under our license agreements, the
revocation of our European DHA patent will not terminate any of our license
agreements.
WE ARE AWARE OF SEVERAL PRODUCTS THAT ARE CURRENTLY AVAILABLE, AND PRODUCTS
UNDER DEVELOPMENT, THAT MAY PRESENT A SERIOUS COMPETITIVE THREAT TO OUR
PRODUCTS.
Our success depends upon achieving and maintaining a superior competitive
position in infant formula and adult nutritional product markets. Many of our
competitors including BASF, F. Hoffman-LaRoche Ltd., OmegaTech, Inc., Monsanto
Corporation, Aventis S.A. and Nagase & Co. Ltd. have substantially greater
research and development capabilities, marketing, financial and managerial
resources and experience in the industry. If a competitor develops a better
product or technology, our products or technologies may be rendered obsolete.
We believe that, to date, we have developed the most efficient production
method and purest forms of DHA and ARA oils; however, we are aware that other
methods of producing DHA and ARA are available. Although no company has yet
received approval to market these products in infant formula in the United
States, some infant formulas and other products now on the market outside the
United States use oils derived from other sources, such as fish or eggs. We are
aware of the development of a DHA-containing fish oil which provides an
alternative to our DHA oil for infant formula applications. Although it is a
lower cost product relative to our DHA, fish oil has odor, stability and taste
characteristics that may limit its usefulness. Only a very small percentage of
currently marketed supplemented infant formulas contains DHA and ARA that have
not been produced by us. Currently, fish oil based products dominate the adult
DHA supplement market. We are aware of the development of microencapsulated fish
oil products by several large companies, including BASF and F. Hoffman-LaRoche
Ltd. Although microencapsulation of the oil resolves much of the odor, stability
and taste issues found with fish oil, a microencapsulated product is
significantly more costly than regular fish oil. Because fish oil is
significantly less costly than our DHA oil, fish oil presents a substantial
competitive threat to our Neuromins(R) DHA. None of these companies has yet
received approval to include DHA derived from fish oil or eggs in infant formula
within the United States; however, some of these companies have received
approval to include DHA derived from fish oil in infant formula in Asia and DHA
and ARA derived from eggs in infant formula in Europe.
We are also aware that OmegaTech, Inc., an early stage company, is able to
produce DHA from a strain of fungus. OmegaTech, Inc. is currently challenging
our European DHA patent and, if their challenge is upheld on appeal a barrier to
their ability to compete with us would be eliminated. We are currently unable to
evaluate the degree of competitive threat that this fungal source of DHA will
present to our DHA oil in the future.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file at the SEC's public reference rooms in Washington, D.C.,
New York, New York and Chicago, Illinois. Please call the SEC at 1-800-732-0330
for further information on the public reference rooms.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to these documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings made with the SEC
under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until the selling stockholders sell all of their common stock:
- annual report on form 10-K for the fiscal year ended October 31, 1999, as
amended;
- quarterly report on forms 10-Q for the fiscal quarters ended January 31,
2000, April 30, 2000, and July 31, 2000 respectively, as amended;
- current report on form 8-K filed on April 17, 2000; and
- the description of Martek's common stock contained in form 8-A.
To obtain a copy of these filings at no cost, you may write or telephone us
at the following address:
Chief Financial Officer
Martek Biosciences Corporation
6480 Dobbin Road
Columbia, Maryland 21045
(410) 740-0081
This prospectus contains forward-looking statements relating to future
events or our future financial performance. These statements are only
predictions and actual events or results may be materially different from our
predictions. In evaluating these statements, you should consider the various
factors identified in this prospectus. Some of these factors are set forth under
the heading "Risk Factors" and could cause actual results to differ materially
from those indicated by forward-looking statements contained in this prospectus.
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. Neither we nor the
selling stockholders have authorized anyone else to provide you with different
information. Neither we nor the selling stockholders are making an offer of
these securities in any state where the offer is not permitted. You should not
assume that the information in this prospectus is accurate as of any date other
than the date on the front of the prospectus.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common shares or
warrants by the selling stockholders. If all the warrants are exercised in full,
we will receive up to approximately $9.9 million, which will be used for general
corporate purposes. The selling stockholders may never exercise the warrants in
full or at all.
SELLING STOCKHOLDERS
This prospectus relates to the offering by the selling stockholders named
in this prospectus of up to 2,536,532 shares of common stock and 734,391 common
stock purchase warrants. All of the selling stockholders have acquired common
stock in private placements and may acquire additional shares of common stock
upon the exercise of warrants issued in the private placements.
8
<PAGE> 10
The following table sets forth important information with respect to the
selling stockholders as of November 10, 2000, as follows:
- the name and position or other relationship with Martek within the past 3
years of the selling stockholders;
- the number of Martek's outstanding shares of common stock beneficially
owned by the selling stockholders prior to this offering, including
shares obtainable under warrants exercisable within sixty days of
November 10, 2000.
- the number of shares of common stock and warrants being offered through
this prospectus; and
- the number and percentage of Martek's outstanding shares of common stock
to be beneficially owned by the selling stockholders after the sale of
common stock being offered through this prospectus.
The selling stockholders do not have to sell all of the shares and warrants
that they own.
<TABLE>
<CAPTION>
NUMBER OF
SHARES NUMBER
BENEFICIALLY OF NUMBER OF SHARES BENEFICIALLY
OWNED PRIOR SHARES WARRANTS OWNED AFTER THE OFFERING
TO THE OFFERED OWNED AND ------------------------
SELLING STOCKHOLDER OFFERING HEREBY(1) OFFERED HEREBY NUMBER PERCENTAGE
------------------- ------------ --------- -------------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Vector Later-Stage Equity Fund II,
L.P.(2)(3).......................... 64,367 64,367 61,172 0 *
Moore Global Investments, Ltd.(4)..... 721,019 721,019 105,731 0 *
Remington Investment Strategies,
L.P.(4)............................. 158,272 158,272 21,490 0 *
J. N. Whipple, III(5)................. 379,999 97,699 24,469 282,300 1.6
Buena Vista Partners, LLC(6).......... 48,850 48,850 12,235 0 *
Vector Later Stage Equity Fund (QP),
L.P.(2)(3).......................... 193,102 193,102 183,518 0 *
Black Bear Fund I, L.P.(7)............ 625,466 215,966 49,838 409,500 2.3
Black Bear Fund II, L.L.C.(7)......... 57,277 20,877 4,818 36,400 *
Black Bear Offshore Ltd.(7)........... 677,866 219,566 50,669 458,300 2.6
Black Bear Pacific Master Fund Unit
Trust(7)............................ 167,012 47,512 10,964 119,500 *
George Haywood........................ 1,107,584 431,934 99,677 675,650 3.8
State of Wisconsin Investment
Board(8)(9)......................... 2,227,612 575,912 0 1,651,700 9.3
MFS Mid Cap Growth Fund (EXOT)(10).... 368,071 187,171 43,193 180,900 1.0
MFS Mid Cap Growth Fund (OTC)(10)..... 183,085 100,785 23,258 82,300 *
MFS New Discovery Fund (NDF)(10)...... 143,978 143,978 33,226 0 *
MFS/Sun Life New Discovery Fund
(NWD)(10)........................... 7,199 7,199 1,661 0 *
MFS New Discovery Fund (UND)(10)...... 720 720 166 0 *
AGR Halifax Fund, Ltd.(11)............ 35,994 35,994 8,306 0 *
</TABLE>
---------------
(1) Consists of shares of common stock currently owned by the selling
stockholders and offered hereby as well as shares of common stock issuable
to such selling stockholders upon exercise of warrants currently held and
offered hereby by such selling stockholders.
(2) Sandra Panem, a director of Martek since May 1995, was the President of
Vector Fund Management, L.L.C. ("VFM"), which is the general partner of
Vector Later-Stage Equity Fund II, L.P. ("VLSEF II") and Vector Later-Stage
Equity Fund II (QP), L.P. ("VSELF QP"), and a Senior Vice President of
Vector Asset Management, Inc., which is the managing member of VFM and is
the general partner of Vector Fund Management L.P., the general partner of
Vector Later-Stage Equity Fund L.P. Ms. Panem resigned from all positions
with the various Vector entities in 1999.
(3) Vector Later-Stage Equity Fund II, L.P. and Vector Later Stage Equity Fund
(QP), L.P. are each managed by an investment committee which exercises sole
voting and investment power.
9
<PAGE> 11
(4) Moore Global Investments, Ltd. and Remington Investment Strategies, L.P.
are each managed by an investment committee which exercises sole voting and
investment power.
(5) Includes 36,000 shares of common stock currently owned by J.N. Whipple,
Inc., a company controlled by J.N. Whipple. Mr. Whipple disclaims
beneficial ownership of the shares of common stock held by J. N. Whipple,
Inc.
(6) James Anderson is the natural person who exercises the sole voting and
investment power for the Buena Vista Partners, LLC.
(7) Jim Carruthers is the natural person who exercises the sole voting and
investment power for the Black Bear Fund I, L.P., Black Bear Fund II,
L.L.C., the Black Bear Offshore Ltd., and the Black Bear Pacific Master
Fund Unit Trust.
(8) The State of Wisconsin Investment Board holds the securities for the
benefit of the Wisconsin Retirement Trust.
(9) John Nelson is the natural person who exercises the sole voting and
investment power for the State of Wisconsin Investment Board.
(10) Mark Regan is the natural person who exercises the sole voting and
investment power for the MFS Mid Cap Growth Fund (EXOT), the MFS Mid Cap
Growth Fund (OTC), the MFS New Discovery Fund (NDF), MFS/Sun Life New
Discovery Fund (NWD), and the MFS New Discovery Fund (UND).
(11) Jeff Smith is the natural person who exercises the sole voting and
investment power for AGR Halifax Fund, Ltd.
PLAN OF DISTRIBUTION
The common stock being offered by the selling stockholders, or by their
respective pledgees, donees, transferees, or other successors in interest, will
be sold in one or more transactions, which may involve block transactions, on
the Nasdaq Stock Market or on another market on which the common stock may from
time to time be trading, in privately-negotiated transactions, through the
writing of options on the common stock, short sales or any combination thereof.
The sale price to the public may be the market price prevailing at the time of
sale, a price related to the prevailing market price or at any other price as
the selling stockholders determine from time to time. The selling stockholders
shall have the sole and absolute discretion not to accept any purchase offer or
make any sale of common stock if they deem the purchase price to be
unsatisfactory at any particular time.
The common stock may also be sold pursuant to Rule 144. Rule 144 provides
an exemption from registration for the resale of securities which selling
stockholders acquired in a private offering. In order to sell under Rule 144,
the following 5 conditions must exist:
- We must be current in filing our SEC reports.
- The amount of common stock a selling stockholder can sell under Rule 144
during any three-month period cannot exceed the greater of (a) 1% of our
outstanding common stock, or (b) the average weekly reported trading
volume for our common stock during the 4 calendar weeks preceding the
filing of the notice of sale referred to below.
- The common stock must be sold in unsolicited brokers' transactions or
directly to a market maker.
- The selling stockholder must file a notice of the proposed sale with the
SEC at the time the order to sell is placed with the broker, unless the
amount to be sold neither exceeds 500 shares nor involves sale proceeds
greater than $10,000.
- The selling stockholder must have held the common stock for at least 1
year (counting any time the stock was held by persons other than
affiliates of the company).
If a selling stockholder has held the common stock for at least 2 years and
has not been an affiliate of the company during the 3 months preceding the sale,
the stock can be sold free of any of these conditions except the condition that
the stock be sold through an unsolicited broker transaction or to a market
maker.
The selling stockholders may also sell the common stock directly to market
makers acting as principals and/or broker-dealers acting as agents for
themselves or their customers. Brokers acting as agents for the selling
stockholders will receive usual and customary commissions for brokerage
transactions, and market makers and block purchasers purchasing the common stock
will do so for their own account and at their own risk. It is possible that the
selling stockholders will attempt to sell shares of common stock in block
transactions to market makers or other purchasers at a price per share which may
be below the then market price. In addition, the selling stockholders or their
successors in interest may enter into hedging transactions with broker-dealers
who may engage in short sales of common stock in the course of hedging the
positions
10
<PAGE> 12
they assume with a selling stockholder. It is possible not all, or even none, of
the common stock offered hereby will be issued to, or sold by, the selling
stockholders. Broker-dealers or agents and any other participating
broker-dealers or the selling stockholders may be deemed to be "underwriters"
within the meaning of section 2(11) of the Securities Act of 1933 in connection
with sales of the shares. Accordingly, any commission, discount or concession
received by them and any profit on the resale of the shares purchased by them
may be deemed to be underwriting discounts or concessions under the Securities
Act. Because selling stockholders may be deemed "underwriters" within the
meaning of section 2(11) of the Securities Act, the selling stockholders will be
subject to the prospectus delivery requirements of the Securities Act.
Any person engaged in the distribution of the shares of common stock
offered hereby may not simultaneously engage in market making activities with
respect to our common stock for a period of 2 business days prior to the
commencement of such distribution. In addition, each selling stockholder will be
subject to the Exchange Act and the associated rules and regulations under the
Exchange Act, including Regulation M, which provisions may limit the timing of
purchases and sales of shares of our common stock by the selling stockholders.
We will make copies of this prospectus available to the selling stockholders and
have informed them of the need to deliver copies of this prospectus to
purchasers at or prior to the time of any sale of the shares.
Martek has agreed to indemnify the selling stockholders, or their
respective transferees or assignees, against potentially significant
liabilities, including liabilities under the Securities Act, or to contribute to
payments these selling stockholders or their respective pledgees, donees,
transferees or other successors in interest, may be required to make.
LEGAL MATTERS
Hogan & Hartson L.L.P., Baltimore, Maryland, has passed upon certain legal
matters with respect to the common stock and warrants offered hereby.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our financial
statements included in our annual report on form 10-K for the year ended October
31, 1999, as set forth in their report, which is incorporated by reference in
this prospectus and elsewhere in the registration statement. Our financial
statements are incorporated by reference in reliance on Ernst & Young LLP's
report, given on their authority as experts in accounting and auditing.
11
<PAGE> 13
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NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THE OFFERING MADE HEREBY
TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING
STOCKHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF ANY OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY TO ANY
PERSON OR BY ANYONE IN ANY JURISDICTION IN WHICH 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 DATE SUBSEQUENT TO THE DATE
HEREOF.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Our Business.......................... 2
Risk Factors.......................... 3
Where You Can Find More Information... 8
Use of Proceeds....................... 8
Selling Stockholders.................. 8
Plan of Distribution.................. 10
Legal Matters......................... 11
Experts............................... 11
</TABLE>
MARTEK
BIOSCIENCES
CORPORATION
COMMON STOCK
AND
WARRANTS
------------------------
PROSPECTUS
------------------------
NOVEMBER , 2000
------------------------------------------------------
------------------------------------------------------
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------------------------------------------------------
<PAGE> 14
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses to be paid by the
Company in connection with the issuance and distribution of the securities being
registered hereby. All the amounts are estimates, except the Commission
registration fee. The selling stockholders will bear the cost of all selling
commissions and underwriting discounts with respect to the sale of any
securities by them.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee......... $ 119
Legal fees and expenses..................................... 30,000
-------
Accounting and miscellaneous expenses....................... 19,881
-------
Total............................................. $50,000
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL"), a corporation may indemnify its directors, officers, employees and
agents and its former directors, officers, employees and agents and those who
serve, at the corporation's request, in such capacities with another enterprise,
against expenses (including attorney's fees), as well as judgments, fines and
settlements in nonderivative lawsuits, actually and reasonably incurred in
connection with the defense of any action, suit or proceeding in which they or
any of them were or are made parties or are threatened to be made parties by
reason of their serving or having served in such capacity. The DGCL provides,
however, that such person must have acted in good faith and in a manner he or
she reasonably believed to be in (or not opposed to) the best interests of the
corporation and, in the case of a criminal action, such person must have had no
reasonable cause to believe his or her conduct was unlawful. In addition, the
DGCL does not permit indemnification in an action or suit by or in the right of
the corporation, where such person has been adjudged liable to the corporation,
unless, and only to the extent that, a court determines that such person fairly
and reasonably is entitled to indemnity for costs the court deems proper in
light of liability adjudication. Indemnity is mandatory to the extent a claim,
issue or matter has been successfully defended.
Article ELEVENTH of the Company's Certificate of Incorporation provides
that the Company will indemnify its directors and officers to the full extent
permitted by law and that no director shall be liable for monetary damages to
the Registrant or its stockholders for any breach of fiduciary duty, except to
the extent provided by applicable law (i) for any breach of the director's duty
of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the DGCL, or (iv) for any transaction from
which such director derived an improper personal benefit. In addition, under
indemnification agreements with its directors, the Registrant is obligated, to
the fullest extent permissible by the DGCL, as it currently exists or may be
amended, to indemnify and hold harmless its directors, from and against all
expense, liability and loss reasonably incurred or suffered by such directors.
II-1
<PAGE> 15
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -------------------
<C> <S>
4.1 Form of certificate representing shares of Martek common
stock, par value $0.10 per share (filed as Exhibit 4.01 to
the Company's Registration Statement on Form S-1, File No.
33-68922, declared effective November 23, 1993, and
incorporated herein by reference).
5.1* Opinion of Hogan & Hartson L.L.P.
23.1* Consent of Ernst & Young LLP, as independent auditors for
the Company.
23.2* Consent of Hogan & Hartson L.L.P. (included in their opinion
filed as Exhibit 5.1).
24.1 Powers of Attorney (included in the Registration Statement
filed on April 10, 2000).
</TABLE>
---------------
* Filed herewith.
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 of 1933.
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the 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 the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(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 (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and 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 or section 15(d) of the Securities Exchange Act of
1934 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual
II-2
<PAGE> 16
report pursuant to 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 of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 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> 17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Howard, State of Maryland on November 13, 2000.
MARTEK BIOSCIENCES CORPORATION
By: /s/ HENRY LINSERT, JR.
------------------------------------
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 dates indicated.
<TABLE>
<S> <C>
Date: November 13, 2000 /s/ HENRY LINSERT JR.
--------------------------------------------------------
Henry Linsert, Jr.
Chief Executive Officer and Director
(Principal Executive Officer)
Date: November 13, 2000 /s/ PETER L. BUZY
--------------------------------------------------------
Peter L. Buzy
(Chief Financial and Accounting Officer)
Date: November 13, 2000 *
--------------------------------------------------------
Jules Blake
Director
Date: November 13, 2000 *
--------------------------------------------------------
Gordon S. Macklin
Director
Date: November 13, 2000 *
--------------------------------------------------------
Ann L. Johnson
Director
Date: November 13, 2000 *
--------------------------------------------------------
Douglas J. MacMaster, Jr.
Director
Date: November 13, 2000 *
--------------------------------------------------------
John H. Mahar
Director
Date: November 13, 2000 *
--------------------------------------------------------
Sandra Panem
Director
Date: November 13, 2000 *
--------------------------------------------------------
Richard J. Radmer
Director
Date: November 13, 2000 *
--------------------------------------------------------
Eugene H. Rotberg
Director
Date: November 13, 2000 *
--------------------------------------------------------
William D. Smart
Director
</TABLE>
*By /s/ PETER L. BUZY
-------------------------------
Peter L. Buzy
Attorney-In-Fact
II-4
<PAGE> 18
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -------------------
<C> <S>
4.1 Form of certificate representing shares of Martek common
stock, par value $0.10 per share (filed as Exhibit 4.01 to
the Company's Registration Statement on Form S-1, File No.
33-68922, declared effective November 23, 1993, and
incorporated herein by reference).
5.1* Opinion of Hogan & Hartson L.L.P.
23.1* Consent of Ernst & Young LLP, as independent auditors for
the Company.
23.2* Consent of Hogan & Hartson L.L.P. (included in their opinion
filed as Exhibit 5.1).
24.1 Powers of Attorney (included in the Registration Statement
filed on April 10, 2000).
</TABLE>
---------------
* Filed herewith.
