<PAGE>
As filed with the Securities and Exchange Commission on January 24, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
STRATEGIC DIAGNOSTICS INC.
(Exact name of Registrant as specified in its Charter)
DELAWARE 56-1581761
(State or other jurisdiction I.R.S. Employer Identification Number)
of incorporation or organization)
128 Sandy Drive
Newark, DE 19713
(Address of principal executive offices)
AMENDED AND RESTATED ENSYS ENVIRONMENTAL PRODUCTS, INC.
1995 STOCK INCENTIVE PLAN
(Full title of the plan)
Richard C. Birkmeyer
128 Sandy Drive
Newark, DE 19713
(Name and address of agent for service)
(302)456-6789
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
Proposed
Proposed maximum
Title of maximum aggregate Amount of
shares to be Amount to be offering price offering price registration
registered registered per share(1) (1) fee
<S> <C> <C> <C> <C>
Common Stock 1,700,000 $2.625 $4,462,500 $1,353
($.01 par
value)
</TABLE>
(1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the
registration fee.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Strategic Diagnostics Inc. ("SDI") and EnSys Environmental Products,
Inc.("EnSys") merged on December 30, 1996 pursuant to the terms of an Agreement
and Plan of Merger dated October 11, 1996, between SDI and EnSys, with EnSys
continuing as the surviving corporation, renamed Strategic Diagnostics Inc.
Unless the context otherwise requires, the surviving corporation and its
subsidiaries shall be referred to herein as the "Company" or the "registrant."
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed by either EnSys or the
Company with the Securities and Exchange Commission (the "Commission") are
incorporated by reference into this Registration Statement:
(a) EnSys' Annual Report on Form 10-K
for the year ended December 31,
1995;
(b) EnSys' Quarterly Reports on Form
10-Q for the quarters ended March
31, June 30 and September 30, 1996;
(c) the Company's current report on
Form 8-K dated December 30, 1996;
and
(d) the description of the Common
Stock, par value $.01 per share
(the "Common Stock"), of EnSys
contained in the Company's
Registration Statement on Form 8-A
dated September 15, 1993, including
any amendments or reports filed for
the purpose of updating such
description.
Additionally incorporated by reference into this Registration
Statement is the following information included in the EnSys Registration
Statement on Form S-4 filed with the Commission on December 9, 1996: (1)the
Surviving Corporation and Subsidiaries Pro Forma combined Financial Statements
with the Basis of Presentation and notes thereto; (2) EnSys' consolidated
Financial Statements, accompanying accountant's report, and notes thereto; (3)
SDI's Financial Statements, accompanying accountant's report, and notes thereto;
and (4) Ohmicron
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Corporation's Consolidated Financial Statements, accompanying accountant's
report, and notes thereto.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") after
the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered pursuant to this Registration Statement
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents.
Item 4. Description of Securities.
The Common Stock, which is the class of securities offered pursuant to
this Registration Statement, is registered under the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
The validity of the Common Stock registered hereunder has been passed
upon for the Company by Pepper, Hamilton & Scheetz, 1235 Westlakes Drive, Suite
400, Berwyn, Pennsylvania 19312.
Item 6. Indemnification of Directors and Officers.
Statutory Provisions
Section 102(b)(7) of the Delaware General Corporation Law ("DGCL")
permits a corporation in its certificate of incorporation to eliminate or limit
the personal liability of a director to the corporation or its stockholders for
monetary damages for violations of a director's fiduciary duty as a director.
Registrant's Certificate of Incorporation includes such a provision. Such a
provision would have no effect on the availability of equitable remedies, such
as an injunction or rescission, for breach of fiduciary duty. In addition, no
such provision may eliminate or limit the liability of a director for: (i) any
breach of a director's duty of loyalty to the registrant or its stockholders;
(ii) acts and omissions not in good faith or acts which involve intentional
misconduct or knowing violations of law; (iii) liability for unlawful payment of
dividends or unlawful stock purchase or redemption under Section 174 of the
DGCL; or (iv) any transaction from which a director derives an improper personal
benefit.
Section 145 of the DGCL provides that a corporation may indemnify any
person who is or was a party or is threatened to be made a party to any
threatened, pending or completed action, suit
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or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he or she is or was a director, officer, employee or
agent of the corporation, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action, suit or proceeding if
he or she acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful. No indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that
the court in which such action was brought shall determine upon application
that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper. Additionally,
a corporation is required to indemnify its directors and officers against
expenses to the extent that such directors or officers have been successful
on the merits or otherwise in any action, suit or proceeding or in defense of
any claim, issue or matter therein.
Indemnification can be made by the corporation only upon a
determination that indemnification is proper in the circumstances because the
party seeking indemnification had met the applicable standard of conduct as set
forth in the DGCL. The indemnification provided by the DGCL shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any by-law, agreement, vote of stockholders or disinterested
directors, or otherwise. A corporation also has the power to purchase and
maintain insurance on behalf of any person, whether or not the corporation would
have the power to indemnify him or her against such liability. The
indemnification provided by the DGCL shall, unless otherwise provided when
authorized or ratified, continue as to a person who ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
Certificate of Incorporation and Bylaws
The registrant's Certificate of Incorporation limits the
registrant's directors' liability for monetary damages to the registrant and
its stockholders for breaches of fiduciary duty to the fullest extent
permitted under the DGCL. In the event of any amendment to the DGCL at a
later date to authorize corporate action further limiting the personal
liability of corporate directors, the registrant's Certificate of
Incorporation authorizes the registrant to limit liability of the
registrant's
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directors to the fullest extent permitted under the DGCL at such later date.
In addition, the registrant's Certificate of Incorporation provides that any
repeal or modification of the provisions relating to indemnification by the
stockholders of the registrant or by an amendment to the DGCL will not affect
any right or protection existing at the time of such repeal or amendment with
respect to any acts or omissions occurring either before or after such repeal
or amendment.
The registrant's Bylaws provide that each person who is involved in
any actual or threatened action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or she is a
director, officer, employee or agent of registrant, or is or was serving at the
request of the registrant as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to an employee or other benefit plans, will be
indemnified by the registrant to the fullest extent permitted by the DGCL, as
the same exists or may hereafter be amended, against any and all expenses
incurred in connection therewith, and such indemnification will continue as to a
person who has ceased to be a director, officer, employee or agent and will
inure to the benefit of his or her heirs, executors and administrators;
provided, however, that the registrant will indemnify any such person seeking
indemnification in connection with a proceeding initiated by such person only if
such proceeding was authorized by the registrant's Board of Directors. The
right to indemnification will be a contractual right and will include the right
to be paid by the registrant the expenses incurred in defending any such
proceeding in advance of its final disposition upon receipt of an undertaking by
the person seeking indemnification to repay such payment if such person shall be
adjudicated or determined not to be entitled to indemnification. No
indemnification shall be provided to a person with respect to a matter as to
which such person shall have been adjudicated in any proceeding not to have
acted in good faith in the reasonable belief that the action of such person was
in or not opposed to the best interests of the registrant. In the event that a
proceeding is settled or compromised, no indemnification shall be provided to
such person if there is a determination by a majority vote of the Board of
Directors of the registrant that, with respect to such matter, such person did
not act in good faith in the reasonable belief that his or her action was in or
not opposed to the best interests of the registrant. If more than half of the
members of the registrant's Board of Directors are involved in such proceeding,
the determination shall be made by a majority vote of a committee of one or more
disinterested director(s) chosen at a regular or special meeting.
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The indemnification rights conferred by the registrant's Bylaws are
not exclusive of any other right to which a person seeking indemnification may
be entitled under law, bylaw, agreement, vote of stockholders or disinterested
directors or otherwise. The registrant may maintain insurance at its expense on
behalf of its directors, officers, employees and agents.
Item 7. Exemption from Registration Claimed.
No restricted securities are being reoffered or resold pursuant to
this Registration Statement.
Item 8. Exhibits.
<TABLE>
Exhibit No. Description
<S> <C>
5 Opinion of Pepper, Hamilton & Scheetz
24.1 Consent of KPMG Peat Marwick LLP
24.2 Consent of Arthur Andersen LLP
24.3 Consent of Ernst & Young LLP
24.4 Consent of Pepper, Hamilton & Scheetz
(Included in Exhibit 5)
25 Power of Attorney (See Signature Page)
</TABLE>
Item 9. Undertakings
The undersigned registrant hereby undertakes as follows:
(1) To file, during any period in which offers or sales are being
made pursuant to this Registration Statement, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in aggregate, represent
a fundamental change in the information set forth in this registration
statement. Notwithstanding the foregoing, any increase or decrease in the
volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the
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<PAGE>
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration statement or
any material change to such information in this registration statement;
provided, however, that paragraphs (i) and (ii) above do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
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proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
8
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Newark, Delaware, on January 24, 1997.
STRATEGIC DIAGNOSTICS INC.
By:/s/ Richard C. Birkmeyer
------------------------
Richard C. Birkmeyer, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Richard C. Birkmeyer, his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, 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, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on
January 24, 1997 in the capacities indicated:
<TABLE>
Signature Title
<S> <C>
/s/ Richard C. Birkmeyer President, Chief Executive
- ------------------------ Officer and Director, the principal
Richard C. Birkmeyer executive officer
/s/ Gregory J. Bell Vice President - Finance and Chief
- ------------------------ Financial Officer, the principal
Gregory J. Bell financial officer and principal
accounting officer
/s/ Grover C. Wrenn Director
- ------------------------
Grover C. Wrenn
9
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/s/ Curtis Lee Smith,Jr. Director
- -----------------------
Curtis Lee Smith, Jr.
/s/ Kathleen E. Lamb Director
- ------------------------
Kathleen E. Lamb
/s/ Richard J. Defieux Director
- ------------------------
Richard J. Defieux
/s/ Robert E. Finnigan Director
- ------------------------
Robert E. Finnigan
/s/ Stephen O. Jaeger Director
- ------------------------
Stephen O. Jaeger
</TABLE>
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<PAGE>
EXHIBIT INDEX
<TABLE>
Exhibit No. Description
<S> <C>
5 Opinion of Pepper, Hamilton & Scheetz
24.1 Consent of KPMG Peat Marwick LLP
24.2 Consent of Arthur Andersen LLP
24.3 Consent of Ernst & Young LLP
24.4 Consent of Pepper, Hamilton & Scheetz
(Included in Exhibit 5)
</TABLE>
11
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Exhibit 5
January 24, 1997
Strategic Diagnostics Inc.
128 Sandy Drive
Newark, DE 19713
Re: Amended and Restated 1995 Stock Incentive Plan
Ladies and Gentlemen:
You have requested our opinion, as counsel for Strategic
Diagnostics Inc., a Delaware corporation formerly known as EnSys
Environmental Products, Inc. (the "Company"), in connection with its
Registration Statement on Form S-8 (the "Registration Statement"), under the
Securities Act of 1933, as amended (the "Act"), being filed by the Company
with the Securities and Exchange Commission, respecting the offering of up to
1,700,000 shares of the Company's common stock, par value $.01 per share (the
"Shares"), which may be issued by the Company upon exercise of options
granted or available for grant under the Company's Amended and Restated 1995
Stock Incentive Plan (the "Plan").
We have examined such records and documents and made such
examination of law as we have deemed relevant in connection with this
opinion. Based upon such examination, it is our opinion that when there has
been compliance with the Act and applicable state securities laws, the
Shares, when issued, delivered and paid for upon exercise of the options
granted under the Plan, and in the manner described in the Plan, will be
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to this firm under the
caption "Exhibits" in the Registration Statement. In doing so, we do not
admit that we are in the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.
<PAGE>
Strategic Diagnostics Inc.
Page 2
January 24, 1997
Very truly yours,
PEPPER, HAMILTON & SCHEETZ
By: /s/ Michael P. Gallagher
-------------------------
A Partner
<PAGE>
Exhibit 24.1
The Board of Directors
Strategic Diagnostics Inc.:
We consent to the use of our report incorporated herein by reference related
to the consolidated balance sheets of EnSys Environmental Products, Inc. and
subsidiary as of December 31, 1995 and 1994 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, 1995.
Our report refers to the fact that EnSys Environmental Products, Inc. adopted
Statement of Financial Accounting Standards No. 115 "Accounting for Certain
Investments in Debt and Equity Securities" on January 1, 1994.
/s/ KPMG Peat Marwick LLP
Raleigh, North Carolina
January 23, 1997
<PAGE>
Exhibit 24.2
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated July 24, 1996 on
the financial statements of Strategic Diagnostics Inc. for the years ended
December 31, 1994 and 1995 and for each of the three years in the period
ended December 31, 1995 included in the Form S-4 Registration Statement File
No. 333-17505 and to all references to our Firm included in this registration
statement.
/s/ Arthur Andersen LLP
Philadelphia, Pa.,
January 22, 1997
<PAGE>
Exhibit 24.3
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333-00000) pertaining to the Amended and Restated EnSys
Environmental Products, Inc. 1995 Stock Incentive Plan of our report dated
October 27, 1995, with respect to the consolidated financial statements of
Ohmicron Corporation included in the Registration Statement
(Form S-4 No. 333-17505) filed with the Securities and Exchange Commission.
Philadelphia, Pennsylvania /s/ Ernst & Young LLP
January 24, 1997
