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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 18, 1997
REGISTRATION STATEMENT NO. 333-29091
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HYSEQ, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
NEVADA 2835 36-3855489
<CAPTION>
(STATE OR OTHER JURISDICTION
OF INCORPORATION OR (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
670 ALMANOR AVENUE, SUNNYVALE, CALIFORNIA 94086 (408) 524-8100
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
LEWIS S. GRUBER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
670 ALMANOR AVENUE, SUNNYVALE, CALIFORNIA 94086 (408) 524-8100
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
<TABLE>
<S> <C>
WILLIAM N. WEAVER, JR. DAVID J. SEGRE
SACHNOFF & WEAVER, LTD. WILSON SONSINI GOODRICH & ROSATI
30 S. WACKER DRIVE, 29TH FLOOR 650 PAGE MILL ROAD
CHICAGO, ILLINOIS 60606-7484 PALO ALTO, CALIFORNIA 94304-1050
TELEPHONE NO. (312) 207-1000 TELEPHONE NO. (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.
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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. [_]
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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, AS AMENDED, OR UNTIL THIS
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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The purpose of this Amendment is soley to add a text page to the document.
This Amendment does not delete or revise any other material in the Registration
Statement.
An error on behalf of our filing agent, R.R. Donnelley Financial, caused the
filing of Amendment No. 2 to the Form S-1 Registration Statement No. 333-29091
on Thursday, July 17, 1997 to be accepted with a page missing.
The problem was an incorrect submission control sheet which caused Donnelley's
computer to not include this page.
<PAGE>
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Sachnoff & Weaver, Ltd., Chicago, Illinois. Sachnoff &
Weaver, Ltd. and certain of its members own shares of Common Stock. A member
of Sachnoff & Weaver, Ltd. is the spouse of Lewis S. Gruber, Chief Executive
Officer of the Company. See "Certain Transactions." Certain legal matters in
connection with the offering will be passed upon for the Underwriters by
Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto,
California.
EXPERTS
The consolidated financial statements of Hyseq, Inc. at December 31, 1995
and 1996 and for each of the three years in the period ended December 31, 1996
and for the period from August 14, 1992 (inception) to December 31, 1996,
appearing in this Prospectus and Registration Statement, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report thereon
appearing elsewhere herein, and are included in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.
Certain legal matters with respect to information contained in this
Prospectus under the captions "Risk Factors--Dependence upon Proprietary
Rights; Risks of Infringement," and "Business--Patents and Proprietary
Technology" will be passed upon for the Company by McCutchen, Doyle, Brown &
Enersen LLP, Palo Alto, California, patent counsel to the Company.
ADDITIONAL INFORMATION
The Company has filed with the Commission in Washington, D.C. a Registration
Statement, of which this Prospectus constitutes a part, on Form S-1 under the
Securities Act (herein, together with all amendments and exhibits referred to
herein as the "Registration Statement") with respect to the Common Stock
offered hereby. This Prospectus does not contain all of the information set
forth in the Registration Statement and the exhibits and schedules to the
Registration Statement, as certain parts have been omitted in accordance with
rules and regulations of the Commission. For further information with respect
to the Company and the Common Stock offered hereby, reference is made to the
Registration Statement and the exhibits and schedules filed as a part of the
Registration Statement. Statements contained in this Prospectus concerning the
contents of any contract, agreement or any other document referred to are not
necessarily complete; reference is made in each instance to the copy of such
contract or document filed as an exhibit to the Registration Statement. Each
such statement is qualified in all respects by such reference to such exhibit.
A copy of the Registration Statement, including exhibits and schedules
thereto, may be inspected without charge and obtained at the prescribed rates
at the Public Reference Section of the Commission at its principal offices,
located at 450 Fifth Street, N.W., Washington, D.C. 20549, and may be
inspected without charge at the regional offices of the Commission located at
Seven World Trade Center, 13th Floor, New York, New York 10048, and Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. The
Registration Statement, including the exhibits and schedules thereto, is also
available at the Commission's site on the World Wide Web at
http://www.sec.gov.
The Company intends to furnish its stockholders annual reports containing
consolidated financial statements audited by its independent auditors and
quarterly reports containing unaudited consolidated financial information.
62
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company has
duly caused this amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Sunnyvale, State of California, on the 18th day of July, 1997.
HYSEQ, INC.
/s/ Lewis S. Gruber
By: _________________________________
LEWIS S. GRUBER
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
amendment to the Registration Statement has been signed by the following
persons in the capacities indicated on the 18th day of July, 1997.
SIGNATURE TITLE
--------- -----
* Chairman of the Board
-------------------------
ROBERT D. WEIST
/s/ Lewis S. Gruber President and Chief Executive
------------------------- Officer, Director (Principal
LEWIS S. GRUBER Executive Officer)
/s/ Christopher R. Wolf Executive Vice President and
------------------------- Chief Financial Officer
CHRISTOPHER R. WOLF (Principal Financial and
Accounting Officer)
* Director
-------------------------
RADOJE T. DRMANAC
* Director
-------------------------
RADOMIR B. CRKVENJAKOV
* Director
-------------------------
RAYMOND F. BADDOUR
* Director
-------------------------
GRETA E. MARSHALL
Director
*
-------------------------
THOMAS N. MCCARTER III
Director
*
-------------------------
KENNETH D. NOONAN
/s/ Lewis S. Gruber
*By: ___________________________
LEWIS S. GRUBER
Attorney-in-Fact
II-6
