<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 16, 2000.
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LYNX THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-3161073
(State of Incorporation) (I.R.S. Employer Identification
Number)
----------------------------
25861 INDUSTRIAL BLVD.
HAYWARD, CA 94545
(510) 670-9300
----------------------------
OPTIONS GRANTED UNDER THE
1992 STOCK OPTION PLAN
(Full title of the plan)
EDWARD C. ALBINI
CHIEF FINANCIAL OFFICER
LYNX THERAPEUTICS, INC.
25861 INDUSTRIAL BLVD.
HAYWARD, CALIFORNIA 94545
(510) 670-9300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------
Copies to:
JAMES C. KITCH, ESQ.
COOLEY GODWARD LLP
FIVE PALO ALTO SQUARE
3000 EL CAMINO REAL
PALO ALTO, CALIFORNIA 94306
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
SHARE (1) PRICE (1)
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stock Options and Common 800,000 $15.75-$31.19 $23,774,375.76 $6,276.44
Stock (par value $.01)
=====================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) and (h)(1) under the Securities
Act of 1933, as amended. The offering price per share and aggregate
offering price for the unissued stock options and Common Stock are based
upon the average of the high and low prices of Registrant's Common Stock
as reported on the Nasdaq National Market System on June 9, 2000. The
offering price per share and aggregate offering price for the outstanding
stock options are based upon the exercise prices of such options. The
following chart illustrates the calculation of the registration fee:
<PAGE> 2
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
Title of Shares Number of Shares Offering Price Per Share Aggregate Offering Price
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Shares Issuable Pursuant To 72,271 $15.75 $1,201,268.25
Outstanding Stock Options
Pursuant To The 1992 Stock
Option Plan
Shares Issuable Pursuant To 723,729 $31.19 $22,573,107.51
Unissued Stock Options
Pursuant To The 1992 Stock
Option Plan
-------------------------------------------------------------------------------------------------------
Proposed Maximum Aggregate Offering Price $23,774,375.76
-------------------------------------------------------------------------------------------------------
</TABLE>
2.
<PAGE> 3
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose
of registering an additional 800,000 shares of the Registrant's common stock to
be issued pursuant to the Registrant's 1992 Stock Option Plan, as amended (the
"Plan"). The Registration Statements on Form S-8 previously filed with the
Commission relating to the Plan (File No. 333-86634 and No. 333-59157) are
incorporated by reference herein. The Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1999, and all other reports filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") since the year ended December 31, 1999 are also incorporated by
reference therein.
EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
<S> <C>
5.1 Opinion of Cooley Godward LLP
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to
this Registration Statement
24.1 Power of Attorney is contained on the signature page.
99.1 1992 Stock Option Plan, as amended
</TABLE>
3.
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Hayward, State of California, on June 16, 2000.
LYNX THERAPEUTICS, INC.
By: /s/ Edward C. Albini
--------------------------------
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Edward C. Albini and James C. Kitch, and
each or any one of them, 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, 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
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitutes or substitute, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ SAM ELETR Chairman of the Board June 16, 2000
------------------------------------
Sam Eletr, Ph.D.
/s/ NORMAN J. W. RUSSELL Director, President & Chief June 16, 2000
------------------------------------ Executive Officer
Norman J. W. Russell, Ph.D. (Principal Executive Officer)
</TABLE>
4.
<PAGE> 5
<TABLE>
<S> <C> <C>
/s/ CRAIG C. TAYLOR Director June 16, 2000
------------------------------------
Craig C. Taylor
/s/ WILLIAM K. BOWES, JR. Director June 16, 2000
------------------------------------
William K. Bowes, Jr.
/s/ SYDNEY BRENNER Director June 16, 2000
------------------------------------
Sydney Brenner
/s/ JAMES C. KITCH Director June 16, 2000
------------------------------------
James C. Kitch
</TABLE>
5.
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C> <C>
5.1 Opinion of Cooley Godward LLP 7
23.1 Consent of Ernst & Young LLP, Independent Auditors 8
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this 7
Registration Statement
24.1 Power of Attorney is contained on signature pages 4
99.1 1992 Stock Option Plan, as amended 9
</TABLE>
6.
