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As filed with the Securities and Exchange Commission on April 4, 2000
Registration No. 333-32246
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CALYPTE BIOMEDICAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 3826 06-1226727
(State or other (Primary Standard Industrial (I.R.S. employer
jurisdiction of) Classification Code Number) incorporation or
organizational)
1265 HARBOR BAY PARKWAY, ALAMEDA, CALIFORNIA 94502, (510) 749-5100
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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NANCY E. KATZ
President, Chief Operating Officer,
Chief Financial Officer and Director
Calypte Biomedical Corporation
1265 Harbor Bay Parkway
Alameda, California 94502
(510) 749-5100
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
BRUCE W. JENETT, 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. / /
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You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
contained in this prospectus. The selling stockholders are offering to sell, and
seeking offers to buy, shares of our common stock only in jurisdictions where
offers and sales are permitted. The information contained in this prospectus is
accurate only as of the date of this prospectus, regardless of the time of
delivery of this prospectus or of any sale of the shares.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly, and current reports, proxy statements, and other
documents with the Securities and Exchange Commission. You may read and copy any
document we file at the SEC's public reference room at Judiciary Plaza Building,
450 Fifth Street, NW, Room 1024, Washington, D.C. 20549. You should call
1-800-SEC-0330 for more information on the public reference room. The SEC
maintains an internet site at http://www.sec.gov where certain information
regarding issuers (including Calypte) may be found.
This prospectus is part of a registration statement that we filed with the
SEC (Registration No. 333-32246). The registration statement contains more
information than this prospectus regarding Calypte and its common stock,
including certain exhibits and schedules. You can get a copy of the registration
statement from the SEC at the address listed above or from its internet site.
DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows us to "incorporate" into this prospectus information we file
with the SEC in other documents. This means that we can disclose important
information to you by referring to other documents that contain that
information. The information may include documents filed after the date of this
prospectus which update and supersede the information you read in this
prospectus. We incorporate by reference the documents listed below, except to
the extent information in those documents is different from the information
contained in this prospectus, and all future documents filed with the SEC under
Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until
we terminate the offering of these shares.
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SEC FILING
(FILE NO. 0-20985) PERIOD/FILING DATE
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<S> <C>
Annual Report on Form 10-K Year ended December 31, 1999
Description of common stock contained July 10, 1996
in Registration Statements on Form 8-A December 16, 1998
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You may request a copy of these documents, at no cost, by writing to:
Calypte Biomedical Corporation
1265 Harbor Bay Parkway
Alameda, California 94502
Attention: President
Telephone: (510) 749-5100.
FORWARD-LOOKING INFORMATION
Statements made in this prospectus or in the documents incorporated by
reference herein that are not statements of historical fact are forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, and
Section 21E of the Securities Exchange Act of 1934. A number of risks and
uncertainties, including those discussed under the caption "Risk Factors" above
and the documents incorporated by reference herein could affect such
forward-looking statements and could cause actual results to differ materially
from the statements made.
7
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PART II
ITEM 16. EXHIBITS
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EXHIBIT DESCRIPTION
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4.1 Common Stock Purchase Agreement between Calypte and
the selling stockholders, dated March 2, 2000*
4.2 Bridge Loan Agreement between Calypte and Trilobite
Lakes Corp., dated as of March 2, 2000.*
4.3 Form of Convertible Bridge Promissory Note.*
4.4 Form of Warrant*
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 LLP, Independent Auditors
24.1 Power of Attorney (see page II-3)
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* Previously filed with this Registration Statement
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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. 1 to the Registration Statement on Form S-3 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of Alameda,
State of California, on April 4, 2000.
CALYPTE BIOMEDICAL CORPORATION
By: /s/ Nancy E. Katz
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Nancy E. Katz
PRESIDENT, CHIEF OPERATING OFFICER,
CHIEF FINANCIAL OFFICER AND DIRECTOR
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 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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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ David Collins Chief Executive Officer and Director April 4, 2000
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David Collins
/s/ Nancy E. Katz President, Chief Operating Officer, Chief Financial April 4, 2000
- --------------------------------------- Officer and Director
Nancy E. Katz*
/s/ William A. Boeger Chairman of Board of Directors April 4, 2000
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William A. Boeger
/s/ Howard B. Urnovitz, Ph.D. Chief Science Officer and Director April 4, 2000
- ---------------------------------------
Howard B. Urnovitz, Ph.D.
/s/ John J. DiPietro Director April 4, 2000
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John J. DiPietro
/s/ Paul Freiman Director April 4, 2000
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Paul Freiman
/s/ Julius R. Krevans Director April 4, 2000
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Julius R. Krevans, M.D.
/s/ Mark Novitch Director April 4, 2000
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Mark Novitch, M.D.
/s/ Zafar I. Randawa Director April 4, 2000
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Zafar I. Randawa, Ph.D.
/s/ Nancy E. Katz
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*Nancy E. Katz
(Attorney-in-Fact)
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II-3
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EXHIBIT NO. DESCRIPTION
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<S> <C>
4.1 Common Stock Purchase Agreement between Calypte and the
selling stockholders, dated March 2, 2000*
4.2 Bridge Loan Agreement between Calypte and Trilobite Lakes
Corp., dated as of March 2, 2000*
4.3 Form of Promissory Note*
4.4 Form of Warrant*
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 LLP, Independent Auditors
24.1 Power of Attorney (see page II-3)
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* Previously filed with this Registration Statement
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Exhibit 23.2
The Board of Directors
Calypte Biomedical Corporation:
We consent to the incorporation by reference herein of our reports dated
March 9, 2000, relating to the consolidated balance sheets of Calypte
Biomedical Corporation and subsidiary (the "Company") as of December 31,
1999, and 1998, 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, 1999, which reports appear in the
December 31, 1999 annual report on Form 10-K of Calypte Biomedical
Corporation, and to the reference to our firm under the heading "Experts" in
the prospectus.
Our reports dated March 9, 2000 contain an explanatory paragraph that states
that the Company has suffered recurring losses from operations and has an
accumulated deficit, that raise substantial doubt about its ability to continue
as a going concern. The consolidated financial statements do not include any
adjustments that might result from the outcome of that uncertainty.
/s/ KPMG LLP
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San Francisco, California
April 4, 2000
