<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 26, 1996
REGISTRATION NO. 333-4461
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 5
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
VENTANA MEDICAL SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------
<TABLE>
<S> <C> <C>
DELAWARE 3841 94-2976937
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
3865 NORTH BUSINESS CENTER DRIVE
TUCSON, ARIZONA 85705
(520) 887-2155
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
R. JAMES DANEHY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
VENTANA MEDICAL SYSTEMS, INC.
3865 NORTH BUSINESS CENTER DRIVE
TUCSON, ARIZONA 85705
(520) 887-2155
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
COPIES TO:
<TABLE>
<S> <C>
BARRY E. TAYLOR, ESQ. GARY L. SELLERS, ESQ.
CHRISTOPHER D. MITCHELL, ESQ. SIMPSON THACHER & BARTLETT
TREVOR J. CHAPLICK, ESQ. 425 LEXINGTON AVENUE
WILSON SONSINI GOODRICH & ROSATI NEW YORK, NEW YORK 10017-3954
PROFESSIONAL CORPORATION (212) 455-2000
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
(415) 493-9300
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
------------------------
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, check the following box. / /
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>
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------
PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED(1) PER SHARE(2) PRICE(2) FEE(3)
- -------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par value..... 2,357,500 $10.00 $23,575,000 $8,130
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes 307,500 shares that the Underwriters have the option to purchase to
cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457 under the Securities Act of
1933, as amended.
(3) Entire amount previously paid.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT 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 SUCH SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
VENTANA MEDICAL SYSTEMS, INC.
CROSS-REFERENCE SHEET
PURSUANT TO ITEM 501(B) OF REGULATION S-K SHOWING LOCATION IN
PROSPECTUS OF PART I ITEMS OF FORM S-1
<TABLE>
<CAPTION>
ITEM NUMBER AND HEADING IN FORM S-1
REGISTRATION STATEMENT LOCATION OF CAPTION IN PROSPECTUS
- ------------------------------------------------------- -------------------------------------
<C> <S> <C>
1. Forepart of the Registration Statement and
Outside Front Cover Page of Prospectus........... Forepart of Registration Statement;
Outside Front Cover Page; Additional
Information
2. Inside Front and Outside Back Cover Pages of
Prospectus....................................... Inside Front Cover Page; Outside Back
Cover Page
3. Summary Information, Risk Factors and Ratio of
Earnings to Fixed Charges........................ Prospectus Summary; The Company; Risk
Factors
4. Use of Proceeds.................................. Use of Proceeds
5. Determination of Offering Price.................. Outside Front Cover Page;
Underwriting
6. Dilution......................................... Dilution; Risk Factors
7. Selling Security Holders......................... Principal and Selling Stockholders
8. Plan of Distribution............................. Outside and Inside Front Cover Pages;
Underwriting; Outside Back Cover Page
9. Description of Securities to be Registered....... Prospectus Summary; Dividend Policy;
Capitalization; Description of
Capital Stock; Shares Eligible for
Future Sale
10. Interests of Named Experts and Counsel........... Legal Matters
11. Information with Respect to the Registrant....... Outside and Inside Front Cover Pages;
Prospectus Summary; Risk Factors; Use
of Proceeds; Dividend Policy;
Capitalization; Dilution; Selected
Consolidated Financial and Operating
Data; Management's Discussion and
Analysis of Financial Condition and
Results of Operations; Business;
Management; Certain Transactions;
Principal Stockholders; Description
of Capital Stock; Shares Eligible for
Future Sale; Financial Statements;
Outside Back Cover Page
12. Disclosure of Commission Position on
Indemnification for Securities Act Liabilities... Not Applicable
</TABLE>
<PAGE> 3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the Registrant in connection
with the sale of Common Stock being registered. All amounts are estimates except
the SEC registration fee and the NASD filing fee.
<TABLE>
<S> <C>
SEC registration fee.............................................. $ 19,035
NASD filing fee................................................... 6,020
Nasdaq National Market listing fee................................ 40,000
Printing and engraving costs...................................... 150,000
Legal fees and expenses........................................... 300,000
Accounting fees and expenses...................................... 200,000
Blue Sky fees and expenses........................................ 20,000
Transfer Agent and Registrar fees................................. 5,000
Directors and officers insurance coverage premiums................ 150,000
Miscellaneous expenses............................................ 34,945
--------
Total................................................... $925,000
========
</TABLE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 10 of the Registrant's Certificate of Incorporation provides for
the indemnification of directors to the fullest extent permissible under
Delaware law.
Article VI of the Registrant's Bylaws provides for the indemnification of
officers, directors, employees and agents of the corporation if such person
acted in good faith and in a manner reasonably believed to be in and not opposed
to the best interest of the corporation, and, with respect to any criminal
action or proceeding the indemnified party had no reason to believe his conduct
was unlawful.
Section 145 of the Delaware General Corporation Law permits a corporation
to include in its charter documents, and in agreements between the corporation
and its directors and officers, provisions expanding the scope of
indemnification beyond that specifically provided by the current law.
The Registrant will enter into indemnification agreements with its
directors and executive officers, and intends to enter into indemnification
agreements with any new directors and executive officers in the future.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
Since January 1, 1993, the Registrant has issued and sold (without payment
of any selling commission to any person) the following unregistered securities
(all of which are presented without giving effect to the reverse stock split to
be effected prior to the closing of the Offering):
(1) From inception of the Company, the Registrant issued and sold
807,585 shares of Common Stock to employees, directors and consultants at
prices ranging from $.09 to $.35, upon exercise of incentive stock options
under the Registrant's 1988 Stock Option Plan, or as stock purchases in
connection with their employment with or services to the Company.
(2) From inception of the Company, the Registrant issued and sold
222,989 shares of preferred stock to employees at prices ranging from $.90
to $2.15 per share pursuant to the 1991 Employee Stock Purchase Plan in
connection with their employment with the Company.
II-1
<PAGE> 4
(3) From March 25, 1993 to January 23, 1995, Registrant issued
4,747,119 shares of Series D Preferred Stock at a price of $2.15 per share
and 124,270 warrants for the purchase of Series D Preferred Stock with an
exercise price of $2.15 per share to a total of 38 investors.
(4) In October 1994, Registrant issued to R. James Danehy, President,
Chief Executive Officer and a director of the Company a stock option
covering 800,000 shares of Common Stock at an exercise price of $0.31 per
share. 219,891 shares subject to such option which had vested were
cancelled by the Company in November 1995, and the Company allowed Mr.
Danehy to purchase 219,891 shares of Common Stock at a purchase price of
$0.31 per share through his self-directed IRA.
(5) In August 1994 the Company provided to Mr. Danehy the opportunity
to purchase $200,000 of Series D Preferred Stock at $2.15 per share and an
additional share of Common Stock at $0.84 per share for each two shares of
Series D Preferred Stock purchased. Pursuant to his right, Mr. Danehy
purchased 93,023 shares of Series D Preferred Stock and 46,512 shares of
Common Stock at $0.31 per share in January 1996.
(6) In February 1996, the Company issued approximately $12 million in
Exchange Notes in exchange for notes held by 199 holders of BioTek notes as
consideration for the acquisition of BioTek Solutions, Inc. Such Exchange
Notes were convertible into Common Stock at a conversion price of $5.00 per
share. Between February 26, 1996 and May 14, 1996 the Company issued
approximately $5.1 million of convertible subordinated debt together with
warrants to purchase 2,378,898 shares of Series D Preferred Stock at an
exercise price of $2.15 per share to 68 investors (i.e., certain current
stockholders and officers and directors of the Company).
(7) In January 1996, the Company issued 69,767 shares of Series D
Preferred Stock to Bear, Stearns & Co. Inc. as partial consideration for
services rendered in connection with the acquisition of BioTek.
The sales of the above securities were deemed to be exempt from
registration under the Securities Act in reliance on Section 4(2) of the
Securities Act, or Regulation D promulgated thereunder, or Rule 701 promulgated
under Section 3(b) of the Securities Act, as transactions by an issuer not
involving a public offering or transactions pursuant to compensatory benefit
plans and contracts relating to compensation as provided under such Rule 701.
The recipients of securities in each such transaction represented their
intention to acquire the securities for investment only and not with a view to
or for sale in connection with any distribution thereof and appropriate legends
were affixed to the share certificates and warrants issued in such transactions.
All recipients had adequate access, through their relationships with the
Company, to information about the Registrant.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
----------- -------------------------------------------------------------------------
<S> <C>
1.1* Form of Underwriting Agreement.
</TABLE>
<TABLE>
<S> <C>
3.1(i)(a)* Restated Certificate of Incorporation, as amended.
3.1(i)(b)* Form of Restated Certificate of Incorporation to be filed after the
closing of the offering made under this Registration Statement.
3.1(ii)(a)* Bylaws.
3.1(ii)(b)* Form of Bylaws to be effective on or about the closing of the Offering
made under this Registration Statement.
4.1* Specimen Common Stock Certificate.
5.1* Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
10.1(a)+* DAKO Distribution Agreement dated September 27, 1994.
10.1(b)+* First Amendment to DAKO Distribution Agreement dated March 24, 1995.
10.1(c)+* Further amendments to First Amendment to DAKO Distribution Agreement
dated March 24, 1995.
10.2(a)* Kollsman Secured Promissory Note dated December 4, 1994.
</TABLE>
II-2
<PAGE> 5
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
----------- -------------------------------------------------------------------------
<S> <C>
10.2(b)* Development Secured Promissory Note dated March 24, 1995.
10.3+* Curtin Matheson Scientific, Inc. Distribution Agreement dated January 18,
1993.
10.4(a)* Restricted Stock Purchase Agreement with Jack W. Schuler dated April 19,
1996 -- Tranche 1.
10.4(b)* Restricted Stock Purchase Agreement with Jack W. Schuler dated April 19,
1996 -- Tranche 2.
10.4(c)* Restricted Stock Purchase Agreement with Jack W. Schuler dated April 19,
1996 -- Tranche 3.
10.5(a)* Restricted Stock Purchase Agreement with John Patience dated April 19,
1996 -- Tranche 1.
10.5(b)* Restricted Stock Purchase Agreement with John Patience dated April 19,
1996 -- Tranche 2.
10.6* Form of Indemnification Agreement for directors and officers.
10.7(a)* 1988 Stock Option Plan and forms of agreements thereunder.
10.7(b)* 1996 Stock Option Plan and forms of agreements thereunder.
10.8(a)* 1991 Employee Stock Purchase Plan.
10.8(b)* 1996 Employee Stock Purchase Plan.
10.8(c)* 1996 Directors Option Plan.
10.9* Questier Employment Agreement dated October 20, 1995.
10.10* Restated Investors Rights Agreement dated February 20, 1996.
10.11* Sublease of Premises between the Registrant and Jerry R. Jones &
Associates, Inc., dated February 29, 1996, with attached Master Lease,
dated October 26, 1988.
10.12* Master Lease Purchase Agreement between the Registrant and Copelco
Leasing Corporation dated April 13, 1994.
10.13(a)* Agreement and Plan of Reorganization dated January 19, 1996.
10.13(b)* Agreement and Plan of Merger dated February 26, 1996.
10.13(c)* Escrow Agreement dated February 26, 1996.
10.14(a)* Form of Stock Purchase Warrant to Purchase shares of Series D Preferred
Stock.
10.14(b)* Form of Preferred Stock Purchase Warrant.
10.14(c)* MBW and Marquette Warrants dated August 21, 1992.
10.14(d)* Schuler Warrant dated September 30, 1992.
10.15(a)* Form of Convertible Unsecured Promissory Note.
10.15(b)* Form of Convertible Unsecured Promissory Note.
10.17+* Novocastra Laboratories Ltd. Distribution Agreement dated August 19,
1992.
10.18+* LJL BioSystems, Inc. Techmate 250 Production Agreement dated May 1, 1996.
10.19(a)* Silicon Valley Bank Loan and Security Agreement dated February 20, 1995.
10.19(b)* Amendment to Silicon Valley Bank Loan and Security Agreement dated
March 28, 1996.
11.1* Statement regarding computation of Per Share Earnings.
21.1* Subsidiaries of the Registrant.
23.1* Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Ernst & Young LLP, Independent Auditors.
23.3 Consent of Arthur Andersen LLP, Independent Public Accountants .
23.4* Consent of Counsel (included in Exhibit 5.1).
24.1* Power of Attorney (see page II-5).
27.1* Financial Data Schedule.
</TABLE>
- ---------------
* Previously Filed.
+ Confidential Treatment Requested.
II-3
<PAGE> 6
(b) FINANCIAL STATEMENT SCHEDULES
No schedules have been filed herein because the information required to be
set forth therein is not applicable or is shown in the financial statements or
notes thereto.
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes to provide to the Underwriters
at the closing specified in the Underwriting Agreement certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.
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 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:
(1) For purposes of determining any liability under the Securities Act of
1933, 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.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus 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.
II-4
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment to Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Tucson, State of Arizona, on the 26th day of July, 1996.
VENTANA MEDICAL SYSTEMS, INC.
By: /s/ R. JAMES DANEHY
------------------------------------
R. James Danehy, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment to Registration Statement has been signed by the following
persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------------------------- ------------------------------- --------------
<S> <C> <C>
/s/ R. JAMES DANEHY President, Chief Executive July 26, 1996
- ----------------------------------------------- Officer and Director (Principal
(R. James Danehy) Executive Officer)
/s/ R. MICHAEL RODGERS* Vice President and Chief July 26, 1996
- ----------------------------------------------- Financial Officer (Principal
(R. Michael Rodgers) Financial and Accounting
Officer)
/s/ REX J. BATES* Director July 26, 1996
- -----------------------------------------------
(Rex J. Bates)
/s/ MICHAEL R. DANZI* Director July 26, 1996
- -----------------------------------------------
(Michael R. Danzi)
/s/ EDWARD M. GILES* Director July 26, 1996
- -----------------------------------------------
(Edward M. Giles)
/s/ THOMAS M. GROGAN, M.D.* Director July 26, 1996
- -----------------------------------------------
(Thomas M. Grogan, M.D.)
/s/ JOHN PATIENCE* Director July 26, 1996
- -----------------------------------------------
(John Patience)
</TABLE>
II-5
<PAGE> 8
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------------------------- ------------------------------- --------------
<S> <C> <C>
/s/ JACK W. SCHULER* Director July 26, 1996
- -----------------------------------------------
(Jack W. Schuler)
/s/ C. ANTHONY STELLAR, M.D.* Director July 26, 1996
- -----------------------------------------------
(C. Anthony Stellar, M.D.)
/s/ JAMES M. STRICKLAND* Director July 26, 1996
- -----------------------------------------------
(James M. Strickland)
/s/ JAMES R. WEERSING* Director July 26, 1996
- -----------------------------------------------
(James R. Weersing)
*By: /s/ R. JAMES DANEHY
- -----------------------------------------------
(R. James Danehy)
(Attorney in-fact)
</TABLE>
II-6
<PAGE> 9
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------------- ------------------------------------------------------------------------
<S> <C>
1.1* Form of Underwriting Agreement.
</TABLE>
<TABLE>
<S> <C>
3.1(i)(a)* Restated Certificate of Incorporation, as amended.
3.1(i)(b)* Form of Restated Certificate of Incorporation to be filed after the
closing of the offering made under this Registration Statement.
3.1(ii)(a)* Bylaws.
3.1(ii)(b)* Form of Bylaws to be effective on or about the closing of the Offering
made under this Registration Statement.
4.1* Specimen Common Stock Certificate.
5.1* Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
10.1(a)+* DAKO Distribution Agreement dated September 27, 1994.
10.1(b)+* First Amendment to DAKO Distribution Agreement dated March 24, 1995.
10.1(c)+* Further amendments to First Amendment to DAKO Distribution Agreement
dated March 24, 1995.
10.2(a)* Kollsman Secured Promissory Note dated December 4, 1994.
10.2(b)* Development Secured Promissory Note dated March 24, 1995.
10.3+* Curtin Matheson Scientific, Inc. Distribution Agreement dated January
18, 1993.
10.4(a)* Restricted Stock Purchase Agreement with Jack W. Schuler dated April 19,
1996 -- Tranche 1.
10.4(b)* Restricted Stock Purchase Agreement with Jack W. Schuler dated April 19,
1996 -- Tranche 2.
10.4(c)* Restricted Stock Purchase Agreement with Jack W. Schuler dated April 19,
1996 -- Tranche 3.
10.5(a)* Restricted Stock Purchase Agreement with John Patience dated April 19,
1996 -- Tranche 1.
10.5(b)* Restricted Stock Purchase Agreement with John Patience dated April 19,
1996 -- Tranche 2.
10.6* Form of Indemnification Agreement for directors and officers.
10.7(a)* 1988 Stock Option Plan and forms of agreements thereunder.
10.7(b)* 1996 Stock Option Plan and forms of agreements thereunder.
10.8(a)* 1991 Employee Stock Purchase Plan.
10.8(b)* 1996 Employee Stock Purchase Plan.
10.8(c)* 1996 Directors Option Plan.
10.9* Questier Employment Agreement dated October 20, 1995.
10.10* Restated Investors Rights Agreement dated February 20, 1996.
10.11* Sublease of Premises between the Registrant and Jerry R. Jones &
Associates, Inc., dated February 29, 1996, with attached Master Lease,
dated October 26, 1988.
10.12* Master Lease Purchase Agreement between the Registrant and Copelco
Leasing Corporation dated April 13, 1994.
10.13(a)* Agreement and Plan of Reorganization dated January 19, 1996.
10.13(b)* Agreement and Plan of Merger dated February 26, 1996.
10.13(c)* Escrow Agreement dated February 26, 1996.
10.14(a)* Form of Stock Purchase Warrant to Purchase shares of Series D Preferred
Stock.
10.14(b)* Form of Preferred Stock Purchase Warrant.
10.14(c)* MBW and Marquette Warrants dated August 21, 1992.
</TABLE>
<PAGE> 10
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------------- ------------------------------------------------------------------------
<S> <C>
10.14(d)* Schuler Warrant dated September 30, 1992.
10.15(a)* Form of Convertible Unsecured Promissory Note.
10.15(b)* Form of Convertible Unsecured Promissory Note.
10.17+* Novocastra Laboratories Ltd. Distribution Agreement dated August 19,
1992.
10.18+* LJL BioSystems, Inc. Techmate 250 Production Agreement dated May 1,
1996.
10.19(a)* Silicon Valley Bank Loan and Security Agreement dated February 20, 1995.
10.19(b)* Amendment to Silicon Valley Bank Loan and Security Agreement dated
March 28, 1996.
11.1* Statement regarding computation of Per Share Earnings.
21.1* Subsidiaries of the Registrant.
23.1* Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Ernst & Young LLP, Independent Auditors.
23.3 Consent of Arthur Andersen LLP, Independent Public Accountants.
23.4* Consent of Counsel (included in Exhibit 5.1).
24.1* Power of Attorney (see page II-5).
27.1* Financial Data Schedule.
</TABLE>
- ---------------
* Previously Filed.
+ Confidential Treatment Requested.
<PAGE> 1
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated February 2, 1996, except for Note 10, as to which
the date is February 20, 1996, of BioTek Solutions, Inc. in the Registration
Statement (Form S-1 No. 333-4461) and related Prospectus of Ventana Medical
Systems, Inc. for the registration of 2,357,500 shares of its common stock.
ERNST & YOUNG LLP
Tucson, Arizona
July 26, 1996
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated February 2, 1996 (except with respect to the information in Note 8 as to
which the date is February 20, 1996) with respect to the financial statements of
BioTek Solutions, Inc. (and to all references to our Firm included in or made a
part of this Registration Statement (Form S-1).
/s/ ARTHUR ANDERSEN LLP
Arthur Andersen LLP
Los Angeles, California
July 26, 1996
