<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 20, 2000
REGISTRATION STATEMENT NO. 333-48510
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
INVERNESS MEDICAL TECHNOLOGY, INC.
(FORMERLY SELFCARE, INC.)
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 04-3164127
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
</TABLE>
200 PROSPECT STREET
WALTHAM, MASSACHUSETTS 02453
(781) 647-3900
(Address, including zip code, and telephone number, including area code of
Registrant's principal executive offices)
--------------------------
RON ZWANZIGER, PRESIDENT AND CHIEF EXECUTIVE OFFICER
INVERNESS MEDICAL TECHNOLOGY, INC.
200 PROSPECT STREET
WALTHAM, MASSACHUSETTS 02453
(781) 647-3900
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------------------
COPIES TO:
<TABLE>
<S> <C>
MARTIN CARMICHAEL III, P.C. PETER S. LAWRENCE, ESQ.
SCOTT F. DUGGAN, ESQ. R. MARK CHAMBERLIN, ESQ.
Goodwin, Procter & Hoar LLP Mintz Levin Cohn Ferris Glovsky & Popeo P.C.
Exchange Place One Financial Center
Boston, Massachusetts 02109-2881 Boston, Massachusetts 02111
(617) 570-1000 (617) 542-6000
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS POSSIBLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
--------------------------
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
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, other than securities offered only in connection with dividend or interest
reinvestment plans, 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. / /
--------------------------
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 THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
Part I of the Registration Statement has been intentionally omitted because this
Amendment No. 2 does not effect any changes to the Prospectus. The sole purpose
of this Amendment No. 2 is to file Exhibit 1.1.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. (1)
The following are the estimated expenses of the distribution of the shares
registered hereunder on Form S-3:
<TABLE>
<S> <C>
Registration Fee--Securities and Exchange Commission........ $ 28,179
AMEX Filing Fee............................................. 17,500
Accountants Fees and Expenses............................... 150,000
Blue Sky Fees and Expenses.................................. 15,000
Legal Fees and Expenses..................................... 150,000
Transfer Agent and Registrar Fees and Expenses.............. 10,000
Printing and Engraving Expenses............................. 65,000
Miscellaneous............................................... 64,321
------------
Total....................................................... $ 500,000
============
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is a Delaware corporation. Reference is made to Section 145 of
the Delaware General Corporation Law (the "DGCL"), which enables a corporation
to eliminate or limit the personal liability of a director for monetary damages
for violations of the director's fiduciary duty, except for liability (i) for
any breach of the director's duty of loyalty to the company, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under to Section 145 or (iv) for any transaction from
which a director derived an improper personal benefit. The Company has adopted
such provisions in the company's Amended and Restated Bylaws (the "Bylaws").
The DGCL permits, but does not require, a corporation to indemnify its
directors, officers, employees or agents and expressly provides that the
indemnification provided for under the DGCL shall not be deemed exclusive of any
indemnification right under any bylaw, vote of stockholders or disinterested
directors, or otherwise. The DGCL permits indemnification against expenses and
certain other liabilities arising out of legal actions brought or threatened
against such persons for their conduct on behalf of the corporation, provided
that each such person acted in good faith and in a manner that he or she
reasonably believed was in or not opposed to the corporation's best interests
and in the case of a criminal proceeding, had no reasonable cause to believe his
or her conduct was unlawful. The DGCL does not allow indemnification of
directors in the case of an action by or in the right of the corporation
(including stockholder derivative suits) unless the directors successfully
defend the action or indemnification is ordered by the court. The Bylaws of the
company provide for indemnification to the fullest extent authorized by the DGCL
and, therefore, these statutory indemnification rights are available to the
directors, officers, employees and agents of the Companies. Insofar as
indemnification for liabilities arising under the Securities Act of 1933, as
amended (the "Securities Act") may be permitted to directors and officers of the
company pursuant to the foregoing provision or otherwise, the company has been
advised that, in the opinion of the Commission, such indemnification is against
public policy as expressed in the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and is therefore, unenforceable.
The Company currently carries a directors' and officers' liability insurance
policy which provides for payment of expenses of the company's directors and
officers in connection with threatened, pending or completed actions, suits or
proceedings against them in their capacities as directors and officers, in
accordance with the Bylaws and the DGCL.
II-1
<PAGE>
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
--------------------- -----------
<C> <S>
Exhibits (* documents filed herewith; + to be filed by amendment; @ previously
filed with this Registration Statement No. 333-48510.)
*1.1 Form of Underwriting Agreement by and among Inverness
Medical Technology, Inc., the Selling Stockholders and the
representative of the Underwriters.
2.1 Agreement and Plan of Merger by and among Inverness Medical
Technology, Inc., Terrier Acquisition Corp., and Integ
Incorporated, dated October 3, 2000 (incorporated by
reference to Exhibit 99.2 to the Company's current report on
Form 8-K filed October 4, 2000)
3.1 Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to the Company's
registration statement on Form SB-2, No. 333-4830-NY)
3.2 Amended and Restated By-laws (incorporated by reference to
Exhibit 3.2 to the Company's registration statement on Form
SB-2, No. 333-4830-NY)
4.1 Specimen certificate for shares of Common Stock, par value
$0.001 per share, of the Company (incorporated by reference
to Exhibit 4.1 to the Company's Registration statement on
Form SB-2, No. 333-4830-NY)
@5.1 Opinion of Goodwin, Procter & Hoar LLP
9.1 Voting Agreement, dated May 13, 1996, by and among the
stockholders of Selfcare, Inc. who are signatories thereto
(incorporated by reference to Exhibit 9.1 to the Company's
(registration statement on Form SB-2, No. 333-4830-NY)
10.1 Amended and Restated Master Agreement, dated as of June 7,
1999, by and among Johnson & Johnson Development
Corporation, LifeScan, Inc. and Selfcare, Inc.
(incorporated by reference to Exhibit 10.1 to the Company's
quarterly (report on Form 10-Q for the quarter ended
June 30, 1999)
10.2 Amended and Restated Sales Distribution Agreement for
Testing System for Glucose in Humans, dated as of June 7,
1999, between LifeScan, Inc. and Selfcare, Inc.
(incorporated by reference to Exhibit 10.2 to the Company's
quarterly report on Form 10-Q for the quarter ended
June 30, 1999)
10.3 Investment Agreement, dated as of November 10, 1995, by and
between Johnson & Johnson and Selfcare, Inc. (incorporated
by reference to Exhibit 10.4 to the Company's registration
statement on Form SB-2, No. 333-4830-NY)
10.4 Guarantee of Selfcare, Inc., dated June 11, 1995, in favor
of Highlands and Islands Enterprises (incorporated by
reference to Exhibit 10.24 to the Company's registration
statement on Form SB-2, No. 333-4830-NY)
10.5 Guarantee of Selfcare, Inc., dated June 11, 1995, in favor
of Inverness and Nairn Enterprise Company (incorporated by
reference to Exhibit 10.25 to the Company's registration
statement on Form SB-2, No. 333-4830-NY)
10.6 Grant Agreement, dated February 21, 1992, among The
Industrial Development Authority of Ireland, Cambridge
Biotech Limited (Cambridge Diagnostics Ireland Limited) and
Cambridge Biotech Corporation (incorporated by reference to
Exhibit 10.28 to the Company's registration statement on
Form SB-2, No. 333-4830-NY)
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
--------------------- -----------
<C> <S>
10.7 Grant Agreement, dated October 2, 1992, among The Industrial
Development Authority of Ireland, Cambridge Biotech Limited
(Cambridge Diagnostics Ireland Limited) and Cambridge
Biotech Corporation (incorporated by reference to
Exhibit 10.29 to the Company's registration statement on
Form SB-2, No. 333-4830-NY)
10.8 Grant Agreement, dated December 5, 1995, among The
Industrial Development Authority of Ireland, Cambridge
Biotech Limited (Cambridge Diagnostics Ireland Limited) and
Cambridge Biotech Corporation (incorporated by reference to
Exhibit 10.30 to the Company's registration statement on
Form SB-2, No. 333-4830-NY)
10.9 Employment Agreement, dated October 15, 1991, between
Superior Sensors, Inc. (Selfcare, Inc.) and Kenneth D.
Legg, Ph.D. (incorporated by reference to Exhibit 10.31 to
the Company's registration statement on Form SB-2,
No. 333-4830-NY)
10.10 Employment Agreement, dated November 13, 1994, between
Selfcare International GmbH and Otto Wahl (incorporated by
reference to Exhibit 10.33 to the Company's registration
statement on Form SB-2, No. 333-4830-NY)
10.11 Selfcare, Inc. 1992 Stock Plan (incorporated by reference to
Exhibit 10.34 to the Company's registration statement on
Form SB-2, No. 333-4830-NY)
10.12 Selfcare, Inc. 1994 Incentive and Non-qualified Stock Option
Plan (incorporated by reference to Exhibit 10.35 to the
Company's registration statement on Form SB-2,
No. 333-4830-NY)
10.13 Selfcare, Inc. Amended and Restated 1996 Stock Option and
Grant Plan (incorporated by reference to Exhibit 4.1 to the
Company's registration statement on Form S-8,
No. 333-15583)
10.14 First Amendment to the Selfcare, Inc. Amended and Restated
1996 Stock Option and Grant Plan dated May 20, 1999
(incorporated by reference to Exhibit 10.14 to the Company's
annual report on Form 10-K)
10.15 Selfcare, Inc. Employee Stock Purchase Plan (incorporated by
reference to Exhibit 10.37 to the Company's registration
statement on Form SB-2, No. 333-4830-NY)
10.16 Standard form Commercial Lease, dated July 15, 1992, between
Superior Sensors, Inc. (Selfcare, Inc.) and Nova Realty
Associates (incorporated by reference to Exhibit 10.38 to
the Company's registration statement on Form SB-2,
No. 333-4830-NY)
10.17 First Amendment to Lease Agreement between Selfcare, Inc.
(formerly, Superior Sensors, Inc.) and Nova Realty
Associates dated August 9, 1999 (incorporated by reference
to Exhibit 10.17 to the Company's annual report on
Form 10-K)
10.18 Form of lease between Highlands and Islands Enterprises and
Hebocraft Limited (Inverness medical Limited) (incorporated
by reference to Exhibit 10.40 to the Company's registration
statement on Form SB-2, No. 333-4830-NY)
10.19 Lease for Selfcare, Inc.'s facility in Brussels, Belgium
(incorporated by reference to Exhibit 10.42 to the Company's
registration statement on Form SB-2, No. 333-4830-NY)
10.20 Lease for Selfcare International GmbH's facility in Munich,
Germany (incorporated by reference to Exhibit 10.43 to the
Company's registration statement on Form SB-2,
No. 333-4830-NY)
10.21 Agreement between Inverness Medical Limited (formerly,
Hebocraft Limited) and Highlands and Islands Enterprise,
dated May 31, 1995 (incorporated by reference to
Exhibit 10.47 to the Company's registration statement on
Form SB-2, No. 333-4830-NY)
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
--------------------- -----------
<C> <S>
10.22 Agreement between Inverness Medical Limited (formerly,
Hebocraft Limited) and Inverness & Nairn Local Enterprise
Company, dated may 31, 1995 (incorporated by reference to
Exhibit 10.48 to the Company's registration statement on
Form SB-2, No. 333-4830-NY)
10.23 Supply Agreement dated August 27, 1996, by and between
Selfcare, Inc., Selfcare International GmbH and A. Menarini
Industrie Parmaceutiche Riunite S.r.L. (incorporated by
reference to Exhibit 10.50 to the Company's quarterly report
on Form 10-QSB for the period ended September 30, 1996)
10.24 Form of Amendment to Agreement between Selfcare, Inc. and
Princeton BioMeditech Corporation dated August 6, 1997
(incorporated by reference to the Company's report on
Form 10-QSB for the period ending September, 30, 1997)
10.25 Form of Stock Purchase Agreement dated February 18, 1998, by
and among Can-Am Care Corporation, Selfcare, Inc., Selfcare
Consumer Products, Inc. (Inverness Medical, Inc.) and the
stockholders of Can-Am Care Corporation (incorporated by
reference to Exhibit 2.1 to the Company's report on
Form 8-K dated February 18, 1998)
10.26 Form of Supply Agreement dated as of February 18, 1998, made
by and between A.M.G. Medical Inc. and Can-Am Care
Corporation (incorporated by reference to Exhibit 10.74 to
Selfcare, Inc.'s Form 10-KSB for the year ended
December 31, 1997)
10.27 Form of Management Services Agreement dated February 18,
1998, made by and between A.M.G. Medical Inc. and Can-Am
Care Corporation (incorporated by reference to
Exhibit 10.75 to Selfcare, Inc.'s Form 10-KSB for the year
ended December 31, 1997)
10.28 Form of Employment Agreement dated February 18, 1998, made
by and between Selfcare Consumer Products, Inc. (Inverness
Medical, Inc.), Selfcare, Inc., and Herbert Cover
Corporation (incorporated by reference to Exhibit 10.76 to
Selfcare, Inc.'s Form 10-KSB for the year ended
December 31, 1997)
10.29 Form of Employment Agreement dated February 18, 1998, made
by and between Selfcare Consumer Products, Inc. (Inverness
Medical, Inc.), Selfcare, Inc., and Robert Oringer
(incorporated by reference to Exhibit 10.77 to
Selfcare, Inc.'s Form 10-KSB for the year ended
December 31, 1997)
10.30 Form of 6% Non-Negotiable Promissory Note, principal amount
$500,000, dated February 18, 1998, between Selfcare, Inc.
and Robert Oringer (incorporated by reference to
Exhibit 10.78 to Selfcare, Inc.'s Form 10-KSB for the year
ended December 31, 1997)
10.31 Form of 6% Non-Negotiable Promissory Note, principal amount
$500,000, dated February 18, 1998, between Selfcare, Inc.
and Cover Family Trust (incorporated by reference to
Exhibit 10.79 to Selfcare, Inc.'s Form 10-KSB for the year
ended December 31, 1997)
10.32 Form of Credit Agreement dated as of February 18, 1998,
among Selfcare Consumer Products, Inc. (Inverness
Medical, Inc.), as the Borrower, Selfcare, Inc., as the
Guarantor, Certain Financial Institutions, as the Lenders,
and The Chase Manhattan Bank, as the Agent for the Lenders
(incorporated by reference to Exhibit 10.80 to
Selfcare, Inc.'s Form 10-KSB for the year ended
December 31, 1997)
10.33 Form of Warrant to Purchase Shares of Common Stock of the
Company issued in connection with the Securities Purchase
Agreement dated June 26, 1998 (incorporated by reference to
Exhibit 10.2 to the Company's report on Form 10-Q for the
period ending June 30, 1998)
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
--------------------- -----------
<C> <S>
10.34 Form of Patent License Agreements, dated September 1, 1998,
between the Company and Becton, Dickinson and Company dated
September 1, 1998 (incorporated by reference to Exhibits
10.1 and 10.2 to the Company's report on Form 10-Q for the
period ending September, 30, 1998)
@11.1 Statement regarding computation of per share earnings
(included in the "Notes to Consolidated Financial
Statements" in the Company's 1999 Annual Report to
Shareholders, portions of which are filed herewith as
Exhibit 13.1)
13.1 Consolidated Financial Information of the Company's 1999
Annual Report to Shareholders (only those portions of the
Annual Report incorporated by reference in this document are
deemed filed) (incorporated by reference to Exhibit 13.1 to
the Company's annual report on Form 10-K)
13.2 Report of Independent Public Accountants, Arthur Andersen
LLP (included in the Company's 1999 Annual Report to
Shareholders, portions of which are filed herewith as
Exhibit 13.1)
21.1 List of Subsidiaries of Registrant as of March 28, 2000
(incorporated by reference to Exhibit 21.1 in the Company's
annual report on Form 10-K)
@23.1 Consent of Arthur Andersen LLP
@23.2 Consent of Ernst & Young, LLP
@23.3 Consent of Goodwin, Procter & Hoar LLP (included in
Exhibit 5.1 filed herewith)
@24 Power of Attorney
99.1 Voting Agreement by and between Inverness Medical
Technology, Inc. and certain shareholders of Integ
Incorporated, dated October 3, 2000 (incorporated by
reference to Exhibit 99.3 to the Company's current report on
Form 8-K, filed October 4, 2000)
</TABLE>
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the Registration Statement. Notwithstanding the foregoing, any increase
or decrease in 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 and of the 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 percent 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 the Registration Statement or
any material change to such information in the registration statement.
II-5
<PAGE>
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange
Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities 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 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 Securities Act and will be governed by the final
adjudication of such issue.
(d) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers, and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefor,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by us of expenses incurred or paid by a
director, officer, or controlling person of ours in the successful defense of
any action, suit, or proceeding) is asserted by such director, officer, or
controlling person in connection with the securities being registered, we will,
unless in the opinion of our 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
Securities Act and will be governed by the final adjudication of such issue.
(e) (1) For the purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by us pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of the registration statement as of
the time it was declared effective.
(2) For the purposes of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall be
deemed to a new registration statement relating to the securities offered
therein, and the offering of such securities at the time shall be deemed to be
the initial bona fide offering thereof.
II-6
<PAGE>
SIGNATURES
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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Waltham, The Commonwealth of Massachusetts, on
November 20, 2000.
<TABLE>
<S> <C> <C>
INVERNESS MEDICAL TECHNOLOGY, INC.
By: /s/ RON ZWANZIGER
-----------------------------------------
Ron Zwanziger
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE
OFFICER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 2 to Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
Chairman, President, Chief
/s/ RON ZWANZIGER Executive Officer and
------------------------------------------- Director (Principal November 20, 2000
Ron Zwanziger Executive Officer)
Vice President-Finance
/s/ DUANE L. JAMES (Principal Financial
------------------------------------------- Officer and Principal November 20, 2000
Duane L. James Accounting Officer)
*
------------------------------------------- Director November 20, 2000
Ernest A. Carabillo, Jr.
*
------------------------------------------- Director November 20, 2000
Carol R. Goldberg
*
------------------------------------------- Director November 20, 2000
John F. Levy
*
------------------------------------------- Director November 20, 2000
Robert Oringer
</TABLE>
II-7
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
------------------------------------------- Director
Edward B. Roberts
*
------------------------------------------- Director November 20, 2000
Peter Townsend
*
------------------------------------------- Director November 20, 2000
Willard Lee Umphrey
</TABLE>
<TABLE>
<S> <C> <C> <C>
*By: /s/ RON ZWANZIGER
--------------------------------------
Ron Zwanziger
AS ATTORNEY-IN-FACT
</TABLE>
II-8
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
--------------------- -----------
<C> <S>
Exhibits (* documents filed herewith; + to be filed by amendment; @ previously
filed with this Registration Statement No. 333-48510.)
*1.1 Form of Underwriting Agreement by and among Inverness
Medical Technology, Inc., the Selling Stockholders and the
representative of the Underwriters.
2.1 Agreement and Plan of Merger by and among Inverness Medical
Technology, Inc., Terrier Acquisition Corp., and Integ
Incorporated, dated October 3, 2000 (incorporated by
reference to Exhibit 99.2 to the Company's current report on
Form 8-K filed October 4, 2000)
3.1 Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to the Company's
registration statement on Form SB-2, No. 333-4830-NY)
3.2 Amended and Restated By-laws (incorporated by reference to
Exhibit 3.2 to the Company's registration statement on Form
SB-2, No. 333-4830-NY)
4.1 Specimen certificate for shares of Common Stock, par value
$0.001 per share, of the Company (incorporated by reference
to Exhibit 4.1 to the Company's Registration statement on
Form SB-2, No. 333-4830-NY)
@5.1 Opinion of Goodwin, Procter & Hoar LLP
9.1 Voting Agreement, dated May 13, 1996, by and among the
stockholders of Selfcare, Inc. who are signatories thereto
(incorporated by reference to Exhibit 9.1 to the Company's
(registration statement on Form SB-2, No. 333-4830-NY)
10.1 Amended and Restated Master Agreement, dated as of June 7,
1999, by and among Johnson & Johnson Development
Corporation, LifeScan, Inc. and Selfcare, Inc.
(incorporated by reference to Exhibit 10.1 to the Company's
quarterly (report on Form 10-Q for the quarter ended
June 30, 1999)
10.2 Amended and Restated Sales Distribution Agreement for
Testing System for Glucose in Humans, dated as of June 7,
1999, between LifeScan, Inc. and Selfcare, Inc.
(incorporated by reference to Exhibit 10.2 to the Company's
quarterly report on Form 10-Q for the quarter ended
June 30, 1999)
10.3 Investment Agreement, dated as of November 10, 1995, by and
between Johnson & Johnson and Selfcare, Inc. (incorporated
by reference to Exhibit 10.4 to the Company's registration
statement on Form SB-2, No. 333-4830-NY)
10.4 Guarantee of Selfcare, Inc., dated June 11, 1995, in favor
of Highlands and Islands Enterprises (incorporated by
reference to Exhibit 10.24 to the Company's registration
statement on Form SB-2, No. 333-4830-NY)
10.5 Guarantee of Selfcare, Inc., dated June 11, 1995, in favor
of Inverness and Nairn Enterprise Company (incorporated by
reference to Exhibit 10.25 to the Company's registration
statement on Form SB-2, No. 333-4830-NY)
10.6 Grant Agreement, dated February 21, 1992, among The
Industrial Development Authority of Ireland, Cambridge
Biotech Limited (Cambridge Diagnostics Ireland Limited) and
Cambridge Biotech Corporation (incorporated by reference to
Exhibit 10.28 to the Company's registration statement on
Form SB-2, No. 333-4830-NY)
10.7 Grant Agreement, dated October 2, 1992, among The Industrial
Development Authority of Ireland, Cambridge Biotech Limited
(Cambridge Diagnostics Ireland Limited) and Cambridge
Biotech Corporation (incorporated by reference to
Exhibit 10.29 to the Company's registration statement on
Form SB-2, No. 333-4830-NY)
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10.8 Grant Agreement, dated December 5, 1995, among The
Industrial Development Authority of Ireland, Cambridge
Biotech Limited (Cambridge Diagnostics Ireland Limited) and
Cambridge Biotech Corporation (incorporated by reference to
Exhibit 10.30 to the Company's registration statement on
Form SB-2, No. 333-4830-NY)
10.9 Employment Agreement, dated October 15, 1991, between
Superior Sensors, Inc. (Selfcare, Inc.) and Kenneth D.
Legg, Ph.D. (incorporated by reference to Exhibit 10.31 to
the Company's registration statement on Form SB-2,
No. 333-4830-NY)
10.10 Employment Agreement, dated November 13, 1994, between
Selfcare International GmbH and Otto Wahl (incorporated by
reference to Exhibit 10.33 to the Company's registration
statement on Form SB-2, No. 333-4830-NY)
10.11 Selfcare, Inc. 1992 Stock Plan (incorporated by reference to
Exhibit 10.34 to the Company's registration statement on
Form SB-2, No. 333-4830-NY)
10.12 Selfcare, Inc. 1994 Incentive and Non-qualified Stock Option
Plan (incorporated by reference to Exhibit 10.35 to the
Company's registration statement on Form SB-2,
No. 333-4830-NY)
10.13 Selfcare, Inc. Amended and Restated 1996 Stock Option and
Grant Plan (incorporated by reference to Exhibit 4.1 to the
Company's registration statement on Form S-8,
No. 333-15583)
10.14 First Amendment to the Selfcare, Inc. Amended and Restated
1996 Stock Option and Grant Plan dated May 20, 1999
(incorporated by reference to Exhibit 10.14 to the Company's
annual report on Form 10-K)
10.15 Selfcare, Inc. Employee Stock Purchase Plan (incorporated by
reference to Exhibit 10.37 to the Company's registration
statement on Form SB-2, No. 333-4830-NY)
10.16 Standard form Commercial Lease, dated July 15, 1992, between
Superior Sensors, Inc. (Selfcare, Inc.) and Nova Realty
Associates (incorporated by reference to Exhibit 10.38 to
the Company's registration statement on Form SB-2,
No. 333-4830-NY)
10.17 First Amendment to Lease Agreement between Selfcare, Inc.
(formerly, Superior Sensors, Inc.) and Nova Realty
Associates dated August 9, 1999 (incorporated by reference
to Exhibit 10.17 to the Company's annual report on
Form 10-K)
10.18 Form of lease between Highlands and Islands Enterprises and
Hebocraft Limited (Inverness medical Limited) (incorporated
by reference to Exhibit 10.40 to the Company's registration
statement on Form SB-2, No. 333-4830-NY)
10.19 Lease for Selfcare, Inc.'s facility in Brussels, Belgium
(incorporated by reference to Exhibit 10.42 to the Company's
registration statement on Form SB-2, No. 333-4830-NY)
10.20 Lease for Selfcare International GmbH's facility in Munich,
Germany (incorporated by reference to Exhibit 10.43 to the
Company's registration statement on Form SB-2,
No. 333-4830-NY)
10.21 Agreement between Inverness Medical Limited (formerly,
Hebocraft Limited) and Highlands and Islands Enterprise,
dated May 31, 1995 (incorporated by reference to
Exhibit 10.47 to the Company's registration statement on
Form SB-2, No. 333-4830-NY)
10.22 Agreement between Inverness Medical Limited (formerly,
Hebocraft Limited) and Inverness & Nairn Local Enterprise
Company, dated may 31, 1995 (incorporated by reference to
Exhibit 10.48 to the Company's registration statement on
Form SB-2, No. 333-4830-NY)
10.23 Supply Agreement dated August 27, 1996, by and between
Selfcare, Inc., Selfcare International GmbH and A. Menarini
Industrie Parmaceutiche Riunite S.r.L. (incorporated by
reference to Exhibit 10.50 to the Company's quarterly report
on Form 10-QSB for the period ended September 30, 1996)
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10.24 Form of Amendment to Agreement between Selfcare, Inc. and
Princeton BioMeditech Corporation dated August 6, 1997
(incorporated by reference to the Company's report on
Form 10-QSB for the period ending September, 30, 1997)
10.25 Form of Stock Purchase Agreement dated February 18, 1998, by
and among Can-Am Care Corporation, Selfcare, Inc., Selfcare
Consumer Products, Inc. (Inverness Medical, Inc.) and the
stockholders of Can-Am Care Corporation (incorporated by
reference to Exhibit 2.1 to the Company's report on
Form 8-K dated February 18, 1998)
10.26 Form of Supply Agreement dated as of February 18, 1998, made
by and between A.M.G. Medical Inc. and Can-Am Care
Corporation (incorporated by reference to Exhibit 10.74 to
Selfcare, Inc.'s Form 10-KSB for the year ended
December 31, 1997)
10.27 Form of Management Services Agreement dated February 18,
1998, made by and between A.M.G. Medical Inc. and Can-Am
Care Corporation (incorporated by reference to
Exhibit 10.75 to Selfcare, Inc.'s Form 10-KSB for the year
ended December 31, 1997)
10.28 Form of Employment Agreement dated February 18, 1998, made
by and between Selfcare Consumer Products, Inc. (Inverness
Medical, Inc.), Selfcare, Inc., and Herbert Cover
Corporation (incorporated by reference to Exhibit 10.76 to
Selfcare, Inc.'s Form 10-KSB for the year ended
December 31, 1997)
10.29 Form of Employment Agreement dated February 18, 1998, made
by and between Selfcare Consumer Products, Inc. (Inverness
Medical, Inc.), Selfcare, Inc., and Robert Oringer
(incorporated by reference to Exhibit 10.77 to
Selfcare, Inc.'s Form 10-KSB for the year ended
December 31, 1997)
10.30 Form of 6% Non-Negotiable Promissory Note, principal amount
$500,000, dated February 18, 1998, between Selfcare, Inc.
and Robert Oringer (incorporated by reference to
Exhibit 10.78 to Selfcare, Inc.'s Form 10-KSB for the year
ended December 31, 1997)
10.31 Form of 6% Non-Negotiable Promissory Note, principal amount
$500,000, dated February 18, 1998, between Selfcare, Inc.
and Cover Family Trust (incorporated by reference to
Exhibit 10.79 to Selfcare, Inc.'s Form 10-KSB for the year
ended December 31, 1997)
10.32 Form of Credit Agreement dated as of February 18, 1998,
among Selfcare Consumer Products, Inc. (Inverness
Medical, Inc.), as the Borrower, Selfcare, Inc., as the
Guarantor, Certain Financial Institutions, as the Lenders,
and The Chase Manhattan Bank, as the Agent for the Lenders
(incorporated by reference to Exhibit 10.80 to
Selfcare, Inc.'s Form 10-KSB for the year ended
December 31, 1997)
10.33 Form of Warrant to Purchase Shares of Common Stock of the
Company issued in connection with the Securities Purchase
Agreement dated June 26, 1998 (incorporated by reference to
Exhibit 10.2 to the Company's report on Form 10-Q for the
period ending June 30, 1998)
10.34 Form of Patent License Agreements, dated September 1, 1998,
between the Company and Becton, Dickinson and Company dated
September 1, 1998 (incorporated by reference to Exhibits
10.1 and 10.2 to the Company's report on Form 10-Q for the
period ending September, 30, 1998)
@11.1 Statement regarding computation of per share earnings
(included in the "Notes to Consolidated Financial
Statements" in the Company's 1999 Annual Report to
Shareholders, portions of which are filed herewith as
Exhibit 13.1)
13.1 Consolidated Financial Information of the Company's 1999
Annual Report to Shareholders (only those portions of the
Annual Report incorporated by reference in this document are
deemed filed) (incorporated by reference to Exhibit 13.1 to
the Company's annual report on Form 10-K)
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13.2 Report of Independent Public Accountants, Arthur Andersen
LLP (included in the Company's 1999 Annual Report to
Shareholders, portions of which are filed herewith as
Exhibit 13.1)
21.1 List of Subsidiaries of Registrant as of March 28, 2000
(incorporated by reference to Exhibit 21.1 in the Company's
annual report on Form 10-K)
@23.1 Consent of Arthur Andersen LLP
@23.2 Consent of Ernst & Young, LLP
@23.3 Consent of Goodwin, Procter & Hoar LLP (included in
Exhibit 5.1 filed herewith)
@24 Power of Attorney
99.1 Voting Agreement by and between Inverness Medical
Technology, Inc. and certain shareholders of Integ
Incorporated, dated October 3, 2000 (incorporated by
reference to Exhibit 99.3 to the Company's current report on
Form 8-K, filed October 4, 2000)
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