<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 19, 1999
REGISTRATION NO. 333-66765
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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AMENDMENT NO. 3 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CALYPTE BIOMEDICAL CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 3826 06-1226727
(State or other jurisdiction (Primary Standard Industrial (I.R.S. employer
of Classification Code Number) identification
incorporation or organization) number)
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1440 FOURTH STREET, BERKELEY, CALIFORNIA 94710,
(510) 749-5100
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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WILLIAM A. BOEGER
President, Chief Executive Officer and Chairman of the Board of Directors
Calypte Biomedical Corporation
1440 Fourth Street
Berkeley, California 94710
(510) 749-5100
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
SARAH O'DOWD, ESQ.
Heller Ehrman White & McAuliffe
525 University Avenue
Palo Alto, California 94301
(650) 324-7000 (phone)
(650) 324-0638 (fax)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
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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, as amended, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act of 1933, as amended, 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 of 1933, as amended, 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 THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
PART II
ITEM 16. EXHIBITS
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<CAPTION>
EXHIBIT DESCRIPTION
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4.1* Common Stock Purchase Agreement between Calypte and the selling stockholders, dated November 2, 1998
5.1* Opinion of Heller Ehrman White & McAuliffe
23.1* Consent of Heller Ehrman White & McAuliffe (filed as part of Exhibit 5.1)
23.2 Consent of KPMG Peat Marwick LLP, Independent Auditors
24.1* Power of Attorney
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* Previously filed with this Registration Statement
II-1
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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 Amendment No. 3 to
the Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Berkeley, State of
California, on January 18, 1999.
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CALYPTE BIOMEDICAL CORPORATION
By:
<CAPTION>
/s/ JOHN J. DIPIETRO
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John J. DiPietro
CHIEF OPERATING OFFICER, VICE PRESIDENT--FINANCE, CHIEF
FINANCIAL OFFICER AND SECRETARY
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Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to the Registration Statement on Form S-3 has been signed below by the
following persons in the capacities and on the dates indicated:
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<CAPTION>
SIGNATURE TITLE DATE
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<C> <S> <C>
WILLIAM A. BOEGER* President, Chief Executive Officer
------------------------------------------- and Chairman of Board of Directors
William A. Boeger (Principal Executive Officer) January 18, 1999
HOWARD B. URNOVITZ, PH.D.*
------------------------------------------- Chief Science Officer and Director
Howard B. Urnovitz, Ph.D. January 18, 1999
Chief Operating Officer, Vice
/s/ JOHN J. DIPIETRO President--Finance, Chief Financial
------------------------------------------- Officer and Secretary (Principal
John J. DiPietro Financial and Accounting Officer) January 18, 1999
DAVID COLLINS*
------------------------------------------- Director
David Collins January 18, 1999
JULIUS R. KREVANS, M.D.*
------------------------------------------- Director
Julius R. Krevans, M.D. January 18, 1999
MARK NOVITCH, M.D.*
------------------------------------------- Director
Mark Novitch, M.D. January 18, 1999
ZAFAR I. RANDAWA, PH.D.*
------------------------------------------- Director
Zafar I. Randawa, Ph.D. January 18, 1999
PAUL FREIMAN*
------------------------------------------- Director
Paul Freiman January 18, 1999
/s/ JOHN J. DIPIETRO
-------------------------------------------
John J. DiPietro*
(Attorney-in-Fact)
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II-2
<PAGE>
CALYPTE BIOMEDICAL CORPORATION
INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT NO. DESCRIPTION
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<C> <S>
4.1* Common Stock Purchase Agreement between Calypte and the selling stockholders, dated November 2, 1998
5.1* Opinion of Heller Ehrman White & McAuliffe
23.1* Consent of Heller Ehrman White & McAuliffe (filed as part of Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP, Independent Auditors
24.1* Power of Attorney
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* Previously filed with this Registration Statement
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Calypte Biomedical Corporation:
We consent to the incorporation by reference herein of our report dated
February 20, 1998, relating to the consolidated balance sheets of Calypte
Biomedical Corporation and subsidiary (a development stage enterprise) as of
December 31, 1997, and 1996, and the related consolidated statements of
operations, stockholders' equity (deficit), and cash flows for each of the years
in the three-year period ended December 31, 1997, and for the period from
February 18, 1988 (inception) through December 31, 1997, which report appears in
the December 31, 1997, annual report on Form 10-K of Calypte Biomedical
Corporation, and to the reference to our firm under the heading "Experts" in the
prospectus.
/s/ KPMG Peat Marwick LLP
San Francisco, California
January 18, 1999
