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As filed with the Securities and Exchange Commission on August 24, 2000
REGISTRATION STATEMENT NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
INVERNESS MEDICAL TECHNOLOGY, INC.
(Exact name of Registrant as specified in its charter)
Delaware 04-3164127
(State of Incorporation) (I.R.S. Employer Identification Number)
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)
INVERNESS MEDICAL TECHNOLOGY, INC.
AMENDED AND RESTATED 2000 STOCK OPTION AND GRANT PLAN
(Full Title of the Plan)
------------------------------------
RON ZWANZIGER
CHAIRMAN 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)
----------------------------
With a copy to:
Stephen W. Carr, P.C.
Scott F. Duggan, Esq.
GOODWIN, PROCTER & HOAR LLP
Exchange Place
53 State Street
Boston, Massachusetts 02109-2881
(617) 570-1000
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CALCULATION OF REGISTRATION FEE
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Title of Securities Being Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
Registered Registered Price Per Share Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, par value $.001 750,000 shares $14.71875(1) $11,039,063 $2,915
per share
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(1) This estimate is based on the average of the high and low sales prices
on the American Stock Exchange of the Common Stock of Inverness Medical
Technology, Inc. on August 22, 2000 pursuant to Rules 457(c) and (h)
under the Securities Act of 1933, as amended, solely for purposes of
determining the registration fee.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
Inverness Medical Technology, Inc. (the "Company") hereby incorporates
by reference the documents listed in (a) through (c) below, which have
previously been filed with the Securities and Exchange Commission.
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999;
(b) All other reports filed since the end of the Company's 1999 fiscal
year pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
as amended (the "Exchange Act"); and
(c) The description of the Company's common stock contained in its
Registration Statement on Form 8-A, filed with the Securities and Exchange
Commission on June 14, 1996, as amended, under Section 12 of the Exchange Act
and any amendments or reports filed for the purpose of updating such
description.
In addition, all documents subsequently filed with the Securities and
Exchange Commission by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
hereto which indicates that all securities offered hereunder have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES.
Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the shares of Common Stock registered by the Company
hereby will be passed upon for the Company by Goodwin, Procter & Hoar LLP,
Boston, Massachusetts. The president of a professional corporation which is a
partner in the firm of Goodwin, Procter & Hoar LLP beneficially owns an
aggregate of approximately 53,642 shares of Common Stock. The president of
another professional corporation which is a partner in Goodwin, Procter & Hoar
LLP beneficially owns 4,000 shares of Common Stock.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In accordance with Section 145 of the General Corporation Law of the
State of Delaware, Article VII of the Company's Amended and Restated Certificate
of Incorporation, as amended (the "Certificate of Incorporation"), provides that
no director of the Company shall be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) in
respect of certain unlawful dividend payments or stock redemptions or
repurchases, or (iv) for any transaction from which the director derived an
improper personal benefit. In addition, the Certificate of Incorporation
provides that if the Delaware General Corporation Law is amended to authorize
the further elimination or limitation of the liability of directors, then the
liability of a director of the Corporation shall be eliminated or limited to the
fullest extent permitted by the Delaware General Corporation Law, as so amended.
Article V of the Company's Amended and Restated By-laws (the "By-laws")
provides for indemnification by the Company of its directors, officers and
certain non-officer employees under certain circumstances against expenses
(including judgments, fines and amounts reasonably paid in settlement) incurred
in connection with the defense or settlement of any threatened, pending or
completed legal proceeding in which any such person is involved by reason of the
fact that such person is or was an officer or employee of the Company, if such
person acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best
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interests of the Company, and, with respect to criminal proceedings, if such
person had no reasonable cause to believe his or her conduct was unlawful.
The Company carries directors' and officers' liability insurance
covering its directors and officers.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
The following is a complete list of exhibits filed or incorporated by
reference as part of this registration statement.
EXHIBITS
4.1 Amended and Restated Certificate of Incorporation.*
4.2 Amended and Restated By-laws.*
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered.
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP, Independent Accountants.
24.1 Powers of Attorney (included on signature page hereto).
99.1 Form of Inverness Medical Technology, Inc. Amended and Restated 2000
Stock Option and Grant Plan.
* Incorporated by reference to the Company's registration statement on Form
SB-2, No. 333-4830-NY.
Item 9. 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 of 1933;
(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
20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement; and
(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;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be include in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Securities and Exchange Commission by
Inverness Medical Technology, Inc. pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference
in this registration statement;
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(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; and
(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 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 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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 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 Securities Act of 1933, 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 of 1933 and will be governed by the final adjudication of such
issue.
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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-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Waltham, Commonwealth of
Massachusetts, on August 24, 2000.
INVERNESS MEDICAL TECHNOLOGY, INC.
By: /s/ Kenneth D. Legg, Ph.D.
------------------------------
Kenneth D. Legg, Ph.D.,
Secretary and Executive Vice President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of Inverness Medical Technology, Inc. hereby severally constitute
Kenneth D. Legg, Ph.D., Ron Zwanziger and Jeffrey A. Templer, and each of them
singly, our true and lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities indicated below, the
registration statement filed herewith and any and all amendments to said
registration statement, and generally to do all such things in our names and in
our capacities as officers and directors to enable Inverness Medical Technology,
Inc. to comply with the provisions of the Securities Act of 1933 and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
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SIGNATURE CAPACITY DATE
<S> <C> <C>
/s/ Ron Zwanziger Director, President and August 24, 2000
-------------------------------- Chief Executive Officer
Ron Zwanziger (Principal Executive Officer)
/s/ Jeffrey A. Templer Chief Financial Officer (Principal Financial August 24, 2000
-------------------------------- Officer)
Jeffrey A. Templer
/s/ Ernest A. Carabillo, Jr. Director August 24, 2000
--------------------------------
Ernest A. Carabillo, Jr.
/s/ Carol R. Goldberg Director August 24, 2000
--------------------------------
Carol R. Goldberg
/s/ John F. Levy Director August 24, 2000
--------------------------------
John F. Levy
/s/ Robert Oringer Director August 24, 2000
--------------------------------
Robert Oringer
Director August , 2000
--------------------------------
Edward B. Roberts
/s/ Peter Townsend Director August 24, 2000
--------------------------------
Peter Townsend
/s/ Willard Lee Umphrey Director August 24, 2000
--------------------------------
Willard Lee Umphrey
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION PAGE
<S> <C> <C>
4.1 Amended and Restated Certificate of Incorporation.*
4.2 Amended and Restated By-laws.*
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of
the securities being registered.
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit
5.1).
23.2 Consent of Arthur Andersen LLP, Independent Accountants.
24.1 Powers of Attorney (included on signature page hereto).
99.1 Form of Inverness Medical Technology, Inc. Amended and
Restated 2000 Stock Option and Grant Plan.
</TABLE>
* Incorporated by reference to the Company's registration statement on Form
SB-2, No. 333-4830-NY.
