<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 29, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CIPHERGEN BIOSYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 8731 33-059-5156
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
6611 DUMBARTON CIRCLE
FREMONT, CA 94555
(510) 505-2100
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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WILLIAM E. RICH, PH.D.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CIPHERGEN BIOSYSTEMS, INC.
6611 DUMBARTON CIRCLE
FREMONT, CA 94555
(510) 505-2100
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
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<S> <C>
MICHAEL J. O'DONNELL, ESQ. JOHN MONTGOMERY, ESQ.
RICHARD L. PICHENY, ESQ. BROBECK, PHLEGER & HARRISON LLP
WILSON SONSINI GOODRICH & ROSATI TWO EMBARCADERO PLACE
PROFESSIONAL CORPORATION 2200 GENG ROAD
650 PAGE MILL ROAD PALO ALTO, CA 94303
PALO ALTO, CA 94304 (650) 424-0160
(650) 493-9300
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
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, 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. /X/ 333-32812
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 this Form is a post-effective amendment filed pursuant to Rule 462(d)
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,
check the following box. / /
CALCULATION OF REGISTRATION FEE
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<CAPTION>
AMOUNT TO BE PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED REGISTERED(1) AGGREGATE OFFERING PRICE REGISTRATION FEE
<S> <C> <C> <C>
Common Stock $0.001 per share............................. 575,000 $9,200,000 $2,429(2)
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(1) Includes 75,000 shares subject to an over-allotment option to be granted to
the Underwriters.
(2) The Company previously registered an aggregate of $92,000,000 worth of
Common Stock on a Registration Statement on Form S-1 (File No. 333-32812),
for which a filing fee of $24,288 was previously paid on the filing of such
Registration Statement. The Registrant has instructed a bank to transmit by
wire transfer the filing fee to the Securities and Exchange Commission. The
Registrant will not revoke such instruction, and it has sufficient funds in
such account to cover the amount of the registration fee.
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INCORPORATION BY REFERENCE
This Registration Statement on Form S-1 is being filed pursuant to
Rule 462(b) under the Securities Act of 1933, as amended. The contents of the
Registration Statement on Form S-1 (Commission File No. 333-32812) filed by
Ciphergen Biosystems, Inc. with the Securities and Exchange Commission as
declared effective on September 28, 2000, are incorporated herein by reference.
EXHIBITS
The following exhibits are filed as part of this Registration Statement:
Item 16.(a) Exhibits and financial statements schedules
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
--------------------- -----------
<C> <S>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C., as to the
legality of the securities
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Accountants
23.2 Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included
in Exhibit 5.1)
</TABLE>
All other exhibits in the prior registration statement are incorporated by
reference herein.
II-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Fremont, California, on the 28th day
of September 2000.
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<S> <C> <C>
CIPHERGEN BIOSYSTEMS, INC.
By: /s/ WILLIAM E. RICH
-----------------------------------------
William E. Rich
PRESIDENT AND CHIEF EXECUTIVE OFFICER
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
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<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ WILLIAM E. RICH President and Chief Executive
------------------------------------ Officer, and Director September 28, 2000
William E. Rich (PRINCIPAL EXECUTIVE OFFICER)
/s/ MATTHEW J. HOGAN
------------------------------------ Chief Financial Officer September 28, 2000
Matthew J. Hogan (PRINCIPAL FINANCIAL OFFICER)
*
------------------------------------ Corporate Controller September 28, 2000
Daniel M. Caserza (PRINCIPAL ACCOUNTING OFFICER)
*
------------------------------------ Director September 28, 2000
John A. Young
*
------------------------------------ Director September 28, 2000
Michael J. Callaghan
*
------------------------------------ Director September 28, 2000
Barbara J. Dalton
*
------------------------------------ Director September 28, 2000
Jean-Francois Formela
*
------------------------------------ Director September 28, 2000
William R. Green
*
------------------------------------ Director September 28, 2000
James L. Rathmann
*
------------------------------------ Director September 28, 2000
Daniel Vapnek
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* Pursuant to Power of Attorney previously filed with the Securities and
Exchange Commission with the Registration Statement on Form S-1 (File
No. 333-32812) and incorporated herein by reference.
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<C> <S> <C>
/s/ WILLIAM E. RICH
------------------------------------
William E. Rich
ATTORNEY-IN-FACT
</TABLE>
II-2
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INDEX TO EXHIBITS
The following exhibits are filed as part of this Registration Statement:
<TABLE>
<CAPTION>
EXHIBITS
---------------------
<S> <C> <C>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C., as to the
legality of the securities
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Accountants
23.2 Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included
in Exhibit 5.1)
</TABLE>
All other exhibits in the prior registration statement are incorporated by
reference herein.
