<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 7, 1996
REGISTRATION NO. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
HYSEQ, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
NEVADA 2835 36-3855489
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NO.) 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:
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. (650) 493-9300
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APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE
OF THE SECURITIES 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 number of the earlier effective
registration statement for the same offering. [X] 333-29091
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 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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CALCULATION OF REGISTRATION FEE
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<CAPTION>
====================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) PRICE PER SHARE(2) PRICE(2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, $.001 par value............. 287,500 shares $14.00 $4,025,000 $1,220
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(1) Includes 37,500 shares that the Underwriters have the option to purchase
to cover over-allotments, if any.
(2) Estimated pursuant to Rule 457, solely for the purposes of computing the
registration fee.
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<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended, by Hyseq, Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission"). This
Registration Statement hereby incorporates by reference the contents of the
Registration Statement on Form S-1 (File No. 333-29091) relating to the offering
of up to 3,162,500 shares of common stock of the Company filed on June 12, 1997,
as amended.
CERTIFICATION
The Company hereby certifies to the Commission that it has instructed
its bank to pay the Commission the filing fee of $1,120 for the additional
securities being registered hereby as soon as practicable (but in any event no
later than the close of business on August 8, 1997); that it will not revoke
such instructions; that it has sufficient funds in the relevant account to cover
the amount of the filing fee; and that it undertakes to confirm receipt of such
instructions by the bank on August 8, 1997.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Chicago, Illinois on August 7, 1997.
HYSEQ, INC.
By: /s/ LEWIS S. GRUBER
------------------------------------
Lewis S. Gruber
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on this 7th day of August, 1997.
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<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
*
- ------------------------------------ Chairman of the Board
ROBERT D. WEIST
/s/ LEWIS S. GRUBER President and Chief Executive Officer, Director
- ------------------------------------ (Principal Executive Officer)
LEWIS S. GRUBER
/s/ CHRISTOPHER R. WOLF Executive Vice President and Chief Financial
- ------------------------------------ Officer (Principal Financial and Accounting Officer)
CHRISTOPHER R. WOLF
*
- ------------------------------------
RADOJE T. DRMANAC Director
*
- ------------------------------------
RADOMIR B. CRKVENJAKOV Director
*
- ------------------------------------
RAYMOND F. BADDOUR Director
*
- ------------------------------------
GRETA E. MARSHALL Director
*
- ------------------------------------
THOMAS N. MCCARTER III Director
*
- ------------------------------------
KENNETH D. NOONAN Director
*By: /s/ LEWIS S. GRUBER
--------------------------------
LEWIS S. GRUBER
Attorney-in-Fact
</TABLE>
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
- ------- -----------
5.1 Opinion of Sachnoff & Weaver, Ltd.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Sachnoff & Weaver, Ltd. (contained in its opinion
filed as Exhibit 5.1 hereto)
24.1* Powers of Attorney
* Incorporated by reference from Exhibit 24.1 to the Company's
Registration Statement on Form S-1 (File No. 333-29091)
<PAGE>
Exhibit 5.1
SACHNOFF & WEAVER, LTD.
30 SOUTH WACKER DRIVE, 29TH FLOOR
CHICAGO, ILLINOIS 60606
(312) 207-1000
August 7, 1997
Hyseq, Inc.
670 Almanor Avenue
Sunnyvale, California 94086
Dear Ladies and Gentlemen:
We have acted as counsel to Hyseq, Inc., a Nevada corporation (the
"Company"), in connection with the proceedings (the "Company Proceedings") taken
and to be taken by the Company as contemplated in the Registration Statement on
Form S-1 (the "Registration Statement") filed by the Company under the
Securities Act of 1933, as amended, with the Securities and Exchange Commission
(the "Commission"), relating to the sale of up to 287,500 shares (the "Shares")
of the Company's Common Stock, par value $.001 per share. We have examined the
Registration Statement. In addition, we have reviewed such other documents and
have made such further investigations as we have deemed necessary to enable us
to express the opinion hereinafter set forth. In rendering this opinion, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals and the conformity to authentic original documents
of photostatic copies.
We are members of the Bar of the State of Illinois only and we express
no opinion as to the law of any jurisdiction other than the General Corporation
Law of the State of Nevada as specifically referenced in this opinion.
Based upon and subject to the foregoing, we hereby advise you that in
our opinion the Shares have been duly authorized by the Company and, upon
completion of the Company Proceedings and payment and delivery in accordance
with the Underwriting Agreement, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Sachnoff & Weaver, Ltd.
----------------------------
SACHNOFF & WEAVER, LTD.
<PAGE>
Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
on Form S-1 of Hyseq, Inc. for the registration of 287,500 shares of its common
stock of our report dated February 20, 1997 (except for Note 10 as to which the
date is July 31, 1997), with respect to the consolidated financial statements
for Hyseq, Inc. for the year ended December 31, 1996 and to the reference of our
firm under the captions "Experts" and "Selected Financial Data" which are all
included in the Registration Statement on Form S-1 of Hyseq, Inc. (No.
333-29091) and incorporated by reference in this Registration Statement.
/s/ ERNST & YOUNG LLP
Palo Alto, California
August 7, 1997
