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As filed with the Securities and Exchange Commission on August 24, 2000
REGISTRATION STATEMENT NO. 333-
================================================================================
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)
SELFCARE INC. EMPLOYEE STOCK PURCHASE 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
-----------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================ ======================= ========================== ========================== ===================
Title of Securities Being Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
Registered Registered Price Per Share Offering Price Registration Fee
---------------------------- ----------------------- -------------------------- -------------------------- -------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.001 600,000 shares $14.71875(1) $8,831,250 $ 2,332
per share -------- --------- ---------
============================ ======================== ========================= ========================== ===================
</TABLE>
(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
INCORPORATION BY REFERENCE
Pursuant to General Instruction E to Form S-8, the contents of the
Registrant's earlier Registration Statement on Form S-8 (No. 033-17855) are
hereby incorporated by reference thereto.
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 Selfcare Inc. Employee Stock Purchase Plan (incorporated by
reference to the Registrant's registration statement on
Form S-8, No. 033-17855).
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).
II-1
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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.
<TABLE>
<CAPTION>
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
Director August___, 2000
-------------------------------
Robert Oringer
/s/ Edward B. Roberts Director August 24, 2000
-------------------------------
Edward B. Roberts
/s/ Peter Townsend Director August 24, 2000
-------------------------------
Peter Townsend
/s/ Willard Lee Umphrey Director August 24, 2000
-------------------------------
Willard Lee Umphrey
</TABLE>
II-2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
<S> <C>
4.1 Selfcare, Inc. Employee Stock Purchase Plan (incorporated by reference to the
Registrant's registration statement on Form S-8, No. 033-17855).
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).
</TABLE>
