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Registration No. 333-_____
As filed with the Securities and Exchange Commission on June 13, 2000
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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HYSEQ, INC.
(Exact name of registrant as specified in its charter)
NEVADA 36-3855489
(State or other Jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
670 ALMANOR AVENUE, SUNNYVALE, CALIFORNIA 94086
(Address of registrant's principal executive offices)
HYSEQ, INC. EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
(Full title of the plan)
MR. GEORGE B. RATHMANN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
HYSEQ, INC.
670 ALMANOR AVENUE
SUNNYVALE, CALIFORNIA 94086
(Name, address of agent for service)
TELEPHONE: (408) 524-8100
(Telephone Number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Title of each Proposed maximum Proposed maximum
class of securities to Amount to be offering price per aggregate offering Amount of
be registered(1) registered(2) share(3) price(3) registration fee(3)
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Common Stock, par value
$.001 per share 200,000 $35.75 $7,150,000 $1,887.60
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests
pursuant to the employee benefit plan described herein.
(2) This Registration Statement includes any additional shares of the
registrant's Common Stock that may be issued pursuant to antidilution
provisions contained in the plan.
(3) Pursuant to Rule 457 (c) and (h), the registration fee was computed on the
basis of the average of the high and low prices of the registrant's Common
Stock on the Nasdaq National Market on June 8, 2000.
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PART I
INFORMATION REQUIRED IN THE
SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
Not required to be included herewith.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Not required to be included herewith.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
The contents of the Form S-8 Registration Statement under the Securities
Act of 1933, File No. 333-41663, which was filed with the Securities and
Exchange Commission on May 19, 1998 are incorporated by reference on this S-8
Registration Statement.
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SIGNATURES
THE REGISTRANT. 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-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Sunnyvale, State of California, on the 23rd day
of May, 2000.
Hyseq, Inc.
By: /s/ George B. Rathmann
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George B. Rathmann
President and Chief Executive Officer
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POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints George B. Rathmann, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities (including
his capacity as a director and/or officer of Hyseq, Inc.) to sign any and all
amendments (including post-effective amendments) to this registration statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, the undersigned have executed this power of attorney on
the 23rd day of May, 2000.
/s/ George B. Rathmann /s/ Lewis S. Gruber
---------------------- -------------------
George B. Rathmann Lewis S. Gruber
/s/ Mark E. Gitter /s/ Radoje T. Drmanac
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Mark E. Gitter Radoje T. Drmanac
/s/ Raymond Baddour /s/ Greta E. Marshall
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Raymond Baddour Greta E. Marshall
/s/ Thomas N. McCarter III /s/ Ernst Schweizer
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Thomas N. McCarter III Ernst Schweizer
/s/ Robert D. Weist
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Robert D. Weist
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Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in their
respective capacities on the 23rd day of May, 2000.
Signature Title
--------- -----
/s/ George B. Rathmann
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George B. Rathmann Chairman of the Board, President
and Chief Executive Officer
(Principal Executive Officer)
/s/ Mark E. Gitter
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Mark E. Gitter Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ Radoje T. Drmanac
----------------------
Radoje T. Drmanac Director
/s/ Raymond F. Baddour
-----------------------
Raymond F. Baddour Director
/s/ Lewis S. Gruber
--------------------
Lewis S. Gruber Director
/s/ Greta E. Marshall
----------------------
Greta E. Marshall Director
/s/ Thomas N. McCarter III
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Thomas N. McCarter III Director
/s/ Ernst Schweizer
--------------------
Ernst Schweizer Director
/s/ Robert D. Weist
--------------------
Robert D. Weist Director
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THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the Hyseq,
Inc. Employee Stock Purchase Plan has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Sunnyvale, State of California, as of the 23rd day of May, 2000.
Hyseq, Inc.
By: /s/ Robert D. Weist
---------------------------
On Behalf of the Committee
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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4.1 Specimen Stock Certificate *
4.2 Certificate of Incorporation of Hyseq, Inc. as
amended to date*
4.3 By-Laws of Hyseq, Inc., *
4.4 First Amendment to the By-Laws of Hyseq, Inc. **
4.5 First Amendment to Hyseq, Inc. Employee Stock
Purchase Plan
5 Opinion of Sachnoff & Weaver, Ltd.
23 Consent of Ernst & Young LLP, Independent Auditors
24 Powers of Attorney (included as part of the
signature page of this Registration Statement)
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* Filed as an exhibit to the Company's Registration Statement
on Form S-1, Registration Statement No. 333-29091, declared
effective by the Securities and Exchange Commission on
August 7, 1997, and incorporated herein by reference.
** Filed as an exhibit to the Company's Annual Report on Form
10-K for the year ended December 31, 1998, and incorporated
herein by reference.
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