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As filed with the Securities and Exchange Commission on April 17, 2000
Registration No. 333-____________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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OSTEX INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
WASHINGTON 91-1450247
------------------------------------ ----------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2203 AIRPORT WAY SOUTH, SUITE 400
SEATTLE, WASHINGTON 98134
(206) 292-8082
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
THOMAS A. BOLOGNA
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
OSTEX INTERNATIONAL, INC.
2203 AIRPORT WAY SOUTH, SUITE 400
SEATTLE, WASHINGTON 98134
(206) 292-8082
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------
Copy to:
JAMES R. LISBAKKEN
PERKINS COIE LLP
1201 THIRD AVENUE, SUITE 4800
SEATTLE, WASHINGTON 98101-3099
(206) 583-8888
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Approximate date of commencement of proposed sale to the public: AS SOON AS
PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
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. /X/
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, 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 of 1933, 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. / /
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Shares Amount to be Aggregate Price Per Aggregate Offering Amount of Registration
to be Registered Registered (1) Share(2) Price (2) Fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 par 100,000 $3.125 $312,500 $82.50
value per share
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(1) All 100,000 shares registered pursuant to this registration statement
may be offered by the selling shareholder following exercise of a
fully vested and exercisable warrant held by the selling shareholder.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933 on the basis
of the average of the high and low selling prices of the Common Stock
on April 12, 2000, as reported on the Nasdaq National Market.
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<PAGE>
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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
<PAGE>
THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PRELIMINARY
PROSPECTUS IS NOT AN OFFER TO SELL NOR DOES IT SEEK AN OFFER TO BUY THESE
SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>
SUBJECT TO COMPLETION, DATED APRIL 17, 2000
100,000 SHARES
OSTEX INTERNATIONAL, INC.
---------------------
COMMON STOCK
---------------------
The selling shareholder, Donald & Co. Securities Inc., is offering to
sell up to 100,000 shares of our common stock with this prospectus. We will not
receive any proceeds from the sale of these shares.
Upon exercise of an outstanding warrant, the selling shareholder will
acquire the offered shares directly from us in a private placement that is
exempt from the registration requirements of the federal securities laws. We
agreed with the selling shareholder to file a registration statement so that
future sales of the shares will not be restricted under the Securities Act of
1933.
The selling shareholder may sell its shares from time to time on the
Nasdaq National Market or otherwise. It may sell the shares at prevailing market
prices or at prices negotiated with purchasers. The selling shareholder will be
responsible for any commissions, discounts, stock transfer taxes and other fees
due to brokers or dealers. The amount of those commissions or discounts cannot
be known now because they will be negotiated at the time of the sales. We will
pay all other offering expenses.
Our common stock is traded on the Nasdaq National Market under the
symbol "OSTX." On April 12, 2000, the last reported sales price of our common
stock was $2.75 per share.
INVESTING IN THIS STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON
PAGE 1.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
---------------------
The date of this prospectus is ______________, 2000.
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<TABLE>
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TABLE OF CONTENTS
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FORWARD-LOOKING INFORMATION..............................................................................1
WHERE YOU CAN FIND MORE INFORMATION......................................................................1
INCORPORATION OF INFORMATION WE FILE WITH THE SEC........................................................1
RISK FACTORS.............................................................................................2
USE OF PROCEEDS..........................................................................................5
SELLING SHAREHOLDER......................................................................................6
PLAN OF DISTRIBUTION.....................................................................................6
VALIDITY OF COMMON STOCK.................................................................................7
EXPERTS..................................................................................................7
PART II...............................................................................................II-1
</TABLE>
WE HAVE NOT AUTHORIZED ANY PERSON TO GIVE YOU ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS. YOU
SHOULD NOT RELY ON ANY INFORMATION OR REPRESENTATIONS OTHER THAN THOSE CONTAINED
IN THIS PROSPECTUS. THIS PROSPECTUS IS NOT AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY ANY SECURITIES OTHER THAN THE COMMON STOCK. IT IS NOT AN OFFER
TO SELL OR A SOLICITATION OF AN OFFER TO BUY SECURITIES IF THE OFFER OR
SOLICITATION WOULD BE UNLAWFUL. OUR AFFAIRS MAY HAVE CHANGED SINCE THE DATE OF
THIS PROSPECTUS. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS
IS CORRECT AT ANY TIME SUBSEQUENT TO ITS DATE.
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FORWARD-LOOKING INFORMATION
This prospectus contains forward-looking statements that are based on
our current expectations, assumptions, estimates and projections about us and
our industry. All statements other than statements of historical fact made in
this prospectus or in any document incorporated by reference are
forward-looking. When used in this prospectus, the words "expects,"
"anticipates," "estimates" and "intends" and similar expressions are intended to
identify forward-looking statements. These forward-looking statements involve
risks and uncertainties. Our actual results could differ materially from those
anticipated in such forward-looking statements as a result of numerous factors,
as more fully described in "Risk Factors" and elsewhere in this prospectus. You
should not unduly rely on these forward-looking statements, which apply only as
of the date of this prospectus.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You may read and
copy any document we file at the SEC's public reference room at 450 Fifth
Street, N.W., Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference room. You may also read our filings
at the SEC's Web site at http://www.sec.gov.
We have filed with the SEC a registration statement on Form S-3 under
the Securities Act of 1933. This prospectus does not contain all the information
contained in that registration statement. We omitted certain parts of the
registration statement as allowed by the rules and regulations of the SEC. You
may inspect and copy the registration statement, including exhibits, at the
SEC's public reference room or its Web site. Our statements in this prospectus
about the contents of any contract or other document are not necessary complete.
You should refer to the copy of each contract or other document we have filed as
an exhibit to the registration statement for complete information.
INCORPORATION OF INFORMATION WE FILE WITH THE SEC
The SEC allows us to "incorporate by reference" into this prospectus
the information we file with it. This means that we can disclose important
information to you by referring to those documents. The information we
incorporate by reference is considered a part of this prospectus, and the
information that we file later with the SEC will automatically update and
supersede this information. We incorporate by reference the documents listed
below and any future filings we make with the SEC under Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 until this offering is
completed:
- our Annual Report on Form 10-K for the year ended December 31,
1999, which contains audited financial statements for our latest
fiscal year;
- all other reports filed by us pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by
the Annual Report on Form 10-K referred to above; and
- the description of the common stock in our registration statement
on Form 8-A filed on May 6, 1996, under Section 12(g) of the
Exchange Act, including any amendments or reports filed for the
purpose of updating that description.
You may obtain copies of these documents, other than exhibits, free of
charge by contacting our corporate secretary at our principal offices, which are
located at 2203 Airport Way South, Suite 400, Seattle, Washington 98134;
telephone number (206) 292-8082.
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information.
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RISK FACTORS
IN ADDITION TO THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS, YOU
SHOULD CAREFULLY READ AND CONSIDER THE FOLLOWING RISK FACTORS BEFORE PURCHASING
OUR COMMON STOCK. IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCURS, OUR BUSINESS,
FINANCIAL CONDITION OR RESULTS OF OPERATIONS COULD BE MATERIALLY ADVERSELY
AFFECTED, THE TRADING PRICE OF OUR COMMON STOCK COULD DECLINE, AND YOU COULD
LOSE ALL OR PART OF YOUR INVESTMENT.
MARKET ACCEPTANCE OF OUR PRODUCTS IS UNCERTAIN
Our lead product, the Osteomark test, provides a quantitative measure
of the excretion of cross-linked N-telepeptides of type 1 collagen as an
indicator of human bone resorption. The test is used to monitor bone resorption
changes following initiation of antiresorptive therapy (e.g., hormone
replacement therapy). The test became commercially available in May of 1995 in
the United States. To date, sales of the Osteomark test have not been
significant enough to generate net income. The Osteomark test and other products
may not gain acceptance from the medical community, including clinical and
hospital laboratories, physicians and patients, as readily as other diagnostic
products or any future, newly-developed diagnostic product. In addition, our
products may not gain significant market share. Lack of market acceptance of our
products would have a material adverse effect on the Company's business,
financial condition and results of operation.
WE MAY NOT BE ABLE TO ADAPT OUR CORE TECHNOLOGY TO EXISTING AND FUTURE DELIVERY
PLATFORMS
We currently rely exclusively upon our core technology to develop
diagnostic products associated with osteoporosis and other collagen-related
diseases. Our competitors may develop diagnostic products that are more
cost-effective or widely accepted than our products. We conduct research and
development to adapt our core technology to existing and future,
newly-developed delivery platforms. In particular, we will conduct research
and development to adapt our core technology to high-speed, high-volume
automated instruments typically used in large clinical laboratories. However,
we may not successfully adapt our core technology to existing and future
delivery platforms. With the help of a development partner with manufacturing
capability, we have developed a product which enables physicians to use our
core technology in their offices. In addition, technological changes or
medical advancements could diminish or eliminate the commercial viability of
the Osteomark test or future, newly-developed products based upon our core
technology. Our failure to adapt our core technology to existing and future
delivery platforms, or to commercialize our core technology by other means,
would have a material adverse effect on our business, financial condition and
results of operation.
WE RELY UPON CERTAIN AGREEMENTS AND RELATIONSHIPS
We have entered into collaboration or co-promotional agreements with
several partners, including, among others, Johnson & Johnson, Mochida and
Wyeth-Ayerst Laboratories. We intend to work with an international distributor
for any future automated instrument delivery platform adaptation. The efforts of
our partners significantly impact our ability to realize revenue. Our partners
may not perform their contractual obligations as expected. Moreover, we may not
realize any additional revenue as a result of entering into such agreements.
Finally, the agreements may be terminated under certain circumstances. We expect
to rely on these and additional agreements to develop and commercialize future
products. We may not be able to negotiate acceptable collaborative agreements in
the future and existing and new collaborative agreements may not result in
increased revenues.
WE HAVE LIMITED SALES AND MARKETING EXPERIENCE
We have limited experience in sales, marketing and distribution. To
market any of our products directly, we must develop and implement a substantial
marketing and sales campaign which will require recruiting marketing and sales
professionals with technical expertise. To distribute our products, we must
develop distribution capability. We intend to continue to market and sell our
products in the U.S. through research and clinical laboratories, other
companies, and collaborative arrangements. We intend to market and sell our
products in non-U.S. markets through distributors or collaborative arrangements.
We may not be able to establish effective sales and distribution capabilities,
our collaborators may not gain market acceptance for our products, and we may
not achieve or maintain significant market share for our products.
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WE MAY NOT BE ABLE TO ADEQUATELY PROTECT OUR PATENTS AND OTHER PROPRIETARY
RIGHTS
Our success depends, in large part, upon our patent position with
regard to our core technology. We own or have licenses to U.S. and foreign
patents relating to such technology. Our patent position involves complex legal
and factual issues.
Our patents or our licensors' patents may be challenged or circumvented
by other parties. Our patent applications or our licensors' patent applications
may be significantly narrowed. Because certain foreign patents are subject to
third-party opposition following grant, claims made under any foreign patents
may not survive such opposition without cancellation or significant
modification. We could incur substantial costs in proceedings before the U.S.
Patent Office, including interference proceedings which determine priority of
invention. These proceedings could result in determinations adverse to our
patent position, including the determination that our products infringe on the
patents or proprietary rights of other parties. Even if we secure a patent, the
patent may not afford adequate protection against our competitors.
In order to successfully market certain products, we may require
licenses from the inventors of certain processes, technologies and assay
formats. Such licenses may not be made available to us on acceptable terms. If
we do not obtain required licenses, we may delay product introductions while we
attempt to circumvent such patents or we may cancel the development,
manufacture, or sale of some products.
We also rely on unpatented information and technology, including trade
secrets and proprietary know-how. Other parties may gain access to such
information and technology or independently develop substantially equivalent
processes and products. We seek to protect our trade secrets and proprietary
know-how, in part, with confidentiality agreements with our employees and
consultants. However, these agreements may be breached and we may not have
adequate remedies for any such breach. In addition, protracted and costly
litigation may be necessary to determine the scope and validity of our
proprietary rights or to enforce such rights.
MANY ASPECTS OF THE REGULATORY APPROVAL PROCESS ARE UNCERTAIN
The process of obtaining FDA and other required regulatory approvals
can be lengthy and expensive. The time required for approvals is uncertain and
often depends on the type, complexity and novelty of the product. Regulatory
agencies may not act favorably or quickly in their review of our submissions, we
may encounter significant difficulties or costs in our efforts to obtain
regulatory approvals, and such difficulties or costs could delay or preclude us
from marketing our products. Furthermore, a regulatory agency may make requests
that will cause additional cost and delay. The FDA may restrict the intended use
of a submitted product as a condition for clearance.
If the FDA concludes that a product developed by us is not
substantially equivalent to a legally marketed product, it will require us to
submit a premarket approval ("PMA") application, results of clinical studies and
manufacturing information, and it will probably require review of the product by
a panel of experts outside of the FDA. If clinical studies have not been
conducted in accordance with FDA requirements, the FDA may refuse to accept the
data or impose regulatory sanctions. FDA review of a PMA application can take
significantly longer than FDA review of a premarket notification "510(k)"
application submitted to demonstrate "substantial equivalence" to a legally
marketed product. If we wish to propose modifications to a product subsequent to
FDA approval of a PMA application, such as modifications to indications or other
significant labeling or to our manufacturing process or facility, we must first
submit a PMA supplement to the FDA for review and approval.
OUR PRODUCTS ARE SUBJECT TO EXTENSIVE CONTINUING GOVERNMENT REGULATION
The research, development, manufacturing and marketing of our products
are subject to extensive continuing regulation by numerous governmental
authorities in the U.S. and certain foreign countries. Our products and
manufacturing facilities are subject to continual review and periodic inspection
by such authorities. The regulatory standards for manufacturing are applied
stringently by the FDA. Discovery of previously unknown problems with a product,
manufacturer, or facility may result in restrictions on such product,
manufacturer or facility, including warning letters, fines, suspensions of
regulatory approvals, product recalls, operating restrictions, delays in
obtaining new product approvals,
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withdrawal of the product from the market, and criminal prosecution. Violations
of other FDA requirements can result in similar penalties.
We are also subject to numerous environmental, health and workplace
safety laws and regulations, including those governing laboratory procedures,
exposure to blood-borne pathogens, and the handling of biohazardous materials.
Any violation of, and the cost of compliance with, these laws and regulations
could adversely impact our operations.
Finally, we are unable to predict the extent or likelihood of adverse
government regulation that might arise from future U.S. or foreign government
action.
WE HAVE LIMITED MANUFACTURING EXPERIENCE
We are developing adaptations of our core technology for use in
physicians' offices and we rely upon collaborators for such development. We
cannot be certain that such products, if developed, can be manufactured in a
commercially viable manner. Unless we develop additional in-house manufacturing
capability for such products, we will need to rely upon outside sources for the
manufacture of such products. Our reliance on other parties for the manufacture
of our products may result in problems with product supply. Interruptions in the
availability of other products could delay or prevent the development and
commercial marketing of our products.
WE HAVE A HISTORY OF LOSSES AND A LIMITED OPERATING HISTORY
We have a limited operating history. We had a retained deficit through
December 31, 1999 of $33,793,000. For the year ending December 31, 1999, we had
a net loss of $1,570,000. We expect to incur additional costs as we continue
with our operations, marketing efforts, research and development activities, and
clinical trials. We expect to continue to incur losses in future periods and we
cannot predict when, if ever, we will achieve profitability.
OUR FUTURE CAPITAL NEEDS AND OUR ABILITY TO OBTAIN ADDITIONAL FINANCING ARE
UNCERTAIN
Our future capital requirements depend upon the following factors:
- the effectiveness of Osteomark NTx Serum and Urine tests
commercialization efforts,
- continued scientific progress in our research and development
programs,
- the costs involved in filing, prosecuting and enforcing patent
claims,
- the manufacturing requirements for new products, and
- the time and costs involved in obtaining regulatory approvals.
We may require additional funds. We cannot be certain that financing
will be available on favorable terms, if at all. Because of our significant
long-term cash requirements, we may seek to raise additional capital in the
public equity markets or through private placements, even if we do not have an
immediate need for additional cash at the time of financing. However, we believe
that our existing cash, future revenues from existing collaboration agreements,
current level of product sales, and interest income from short-term investments
will be adequate to fund operations into the foreseeable future, even if we do
not obtain such financing.
WE OPERATE IN AN INTENSELY COMPETITIVE ENVIRONMENT
We face intense price and performance-based competition from
biotechnology companies, diagnostic companies, pharmaceutical companies, and
research and academic institutions. A number of diagnostic and non-invasive
tests for osteoporosis and other bone disorders currently exist, others are in
development, and the manufacturers of such tests will continue to improve them.
Our competitors may develop technologies and products that are available for
sale prior to our
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products. The diagnostic industry is subject to rapid technological change. Many
of our competitors have substantially greater financial, technical and human
resources than we do. In addition, many of our competitors have significantly
greater experience and resources than we do in undertaking clinical trials and
other regulatory approval procedures as well as in marketing and achieving
manufacturing efficiencies. In addition, small companies, academic institutions,
governmental agencies and other research organizations are conducting research
in the area of osteoporosis and other collagen-related diseases. These entities
may also market commercial products on their own or through collaborative
efforts.
WE RELY UPON THERAPEUTIC TREATMENTS DEVELOPED BY OTHERS
Acceptance of and demand for our diagnostic products will be affected
by the need perceived by physicians to diagnose bone, cartilage and connective
tissue disorders for treatment. There are a limited number of therapies that are
effective in preventing or treating osteoporosis or other bone, cartilage or
connective tissue disorders. Lack of regulatory approval, or delayed market
acceptance, of new therapies could adversely affect us. Unfavorable publicity
concerning one of our products or therapeutic products for osteoporosis could
adversely affect our ability to obtain regulatory approvals or to achieve market
acceptance.
WE RELY UPON THE AVAILABILITY OF HEALTHCARE REIMBURSEMENT
Our ability to commercialize our products will depend in part on the
extent to which reimbursement for the cost of such products and related
treatment will be available from third-party payors, such as government health
administration authorities, private health coverage insurers and other
organizations. The status of the scope of healthcare programs worldwide is
uncertain and third-party coverage may not be adequate for us to maintain price
levels sufficient for realization of an appropriate return on our investment in
product development. Third-party payors are increasingly challenging the price
and cost effectiveness of medical products and services. Even if we succeed in
bringing one or more products to the market, such products may not be considered
cost-effective and reimbursement to the consumer may not be available or
sufficient to allow us to sell our products on a competitive basis.
OUR STOCK PRICE IS VOLATILE
Our stock price has been significantly volatile since our first stock
became publicly traded in January of 1995. The public trading market may
experience significant price and volume fluctuations unrelated to the operating
performance of particular companies. The following factors may increase the
volatility of the market price of our stock:
- loss of key management,
- the results of our clinical trials or those of our competitors,
- adverse regulatory actions or decisions,
- evidence regarding the safety or efficacy of our products or those
of our competitors,
- announcements of technological innovations or new products by us
or our competitors,
- governmental regulation,
- developments with respect to patents or other proprietary rights,
and
- product or patent litigation or public concern as to the safety of
products developed by us.
USE OF PROCEEDS
We will not receive any proceeds from the sale of our common stock
offered in this prospectus.
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SELLING SHAREHOLDER
We are registering all 100,000 shares covered by this prospectus on
behalf of the selling shareholder Donald & Co. Securities Inc. The selling
shareholder will purchase the shares upon exercise of a fully vested and
exercisable warrant issued as of June 1, 1999 with an exercise price of $2.00
per share. The shares will be "restricted securities" under the Securities Act
prior to effectiveness of this registration.
Donald & Co. Securities Inc. has represented to us that they will
purchase the shares for their own account for investment only and not with a
view toward selling or distributing them, except pursuant to sales registered
under the Securities Act or available exemptions. Though not required by the
terms of the warrant, we agreed with the selling shareholder to file a
registration statement to register the resale of the shares. We agreed to
prepare and file all necessary amendments and supplements to the registration
statement to keep it effective until the earlier of (1) 120 days after the
effectiveness of the registration statement and (2) the date on which the
selling shareholder has sold all the shares.
The selling shareholder received the warrant for 100,000 shares as
consideration for its consulting services to us as an investment advisor. These
services began in March of 1999.
The following table presents information regarding the selling
shareholder and the number of shares that may be offered under this prospectus.
<TABLE>
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SHARES BENEFICIALLY NUMBER OF SHARES SHARES BENEFICIALLY
OWNED PRIOR TO OFFERING BEING OFFERED OWNED AFTER OFFERING(1)
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NAME NUMBER PERCENT(2) NUMBER PERCENT
---- ------ --------- ------ -------
<S> <C> <C> <C> <C> <C>
Donald & Co. Securities Inc. 7,500 * 100,000 107,500 *
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* Less than 1%
(1) Assumes the sale of all shares offered in this prospectus and no other
purchases or sales of our common stock.
(2) Applicable percentage of ownership is based on 12,479,139 shares of our
common stock outstanding on March 31, 2000.
PLAN OF DISTRIBUTION
We are registering the shares on behalf of the selling shareholder and
its successors (including donees and pledgees, who may sell shares they receive
from the selling shareholder after the date of this prospectus). The selling
shareholder or its successors may sell all of the shares from time to time in
transactions in the over-the-counter market through the Nasdaq National Market,
or on one or more other securities markets and exchanges, in privately
negotiated transactions or through writing options on the shares. The selling
shareholder may sell the shares at fixed prices that may change, at market
prices prevailing at the time of sale, at prices relating to prevailing market
prices or at negotiated prices. The selling shareholder may sell the shares to
or through broker-dealers. These broker-dealers may receive compensation in the
form of discounts, concessions or commissions from the selling shareholder
and/or the purchasers.
The selling shareholder has advised us that it has not entered into any
agreements, understandings or arrangements for the sale of the shares with any
underwriters or broker-dealers and that no underwriter or coordinating broker is
now acting in connection with a proposed sale of shares. We may suspend use of
this prospectus under certain circumstances if we notify the selling shareholder
of an event that would cause the information about us in this prospectus to
become untrue or omit to state a material fact.
The selling shareholder and broker-dealers who assist in the sale of
the shares may be "underwriters" within the meaning of Section 2(11) of the
Securities Act. Any commissions or profit they earn on any resale of the shares
may be underwriting discounts and commissions under the Securities Act. A
selling shareholder who is an "underwriter" within the meaning of Section 2(11)
of the Securities Act will be subject to the prospectus delivery requirements of
the Securities Act.
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We have informed the selling shareholder that the anti-manipulative provisions
of Regulation M of the Exchange Act may restrict its sales in the market.
We will pay all expenses, other than selling commissions and fees and
stock transfer taxes, of the registration and sale of the shares. The selling
shareholder may indemnify any agent, dealer or broker-dealer that assists them
in selling the shares against certain liabilities, including liabilities arising
under the Securities Act. We cannot guarantee that the selling shareholder will
sell any or all of the shares.
VALIDITY OF COMMON STOCK
Certain legal matters in connection with the common stock offered by
this prospectus have been passed upon for us by Perkins Coie LLP, Seattle,
Washington.
EXPERTS
Our financial statements incorporated by reference in our Annual Report
on Form 10-K for the year ended December 31, 1999, have been audited by Arthur
Andersen LLP, as independent public accountants, as set forth in their report
incorporated by reference therein and incorporated herein by reference. The
financial statements are incorporated herein by reference in reliance upon such
report given on the authority of such firm as experts in giving said reports.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than
underwriting discounts, payable by the registrant in connection with the sale of
common stock being registered. All amounts are estimates except the SEC
registration fee and the Nasdaq National Market additional listing fee.
<TABLE>
<S> <C>
SEC registration fee.................................................................. $ 82.50
Nasdaq National Market additional listing fee......................................... $ 0.00
Legal fees and expenses............................................................... $ 10,000.00
Accounting fees and expenses.......................................................... $ 5,000.00
Miscellaneous fees and expenses....................................................... $ 1,706.00
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Total............................................................................ $ 19,288.50
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ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act authorize a court to award, or a corporation's board of
directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act"). Article 9 of the registrant's amended and restated articles
of incorporation provides for indemnification of the registrant's directors,
officers, employees and agents to the maximum extent permitted by Washington
law.
Section 23B.08.320 of the Washington Business Corporation Act
authorizes a corporation to limit a director's liability to the corporation or
its shareholders for monetary damages for acts or omissions as a director,
except in certain circumstances involving intentional misconduct, knowing
violations of law or illegal corporate loans or distributions, or any
transaction from which the director personally receives a benefit in money,
property or services to which the director is not legally entitled. Article 8 of
the registrant's amended and restated articles of incorporation contains
provisions implementing, to the fullest extent permitted by Washington law, such
limitations on a director's liability to the registrant and its shareholders.
The directors and officers of the registrant also may be indemnified
against liability they may incur for serving in those capacities pursuant to a
liability insurance policy maintained by the registrant for such purpose.
ITEM 16. EXHIBITS
4.1 Common Stock Purchase Warrant
5.1 Opinion of Perkins Coie LLP, counsel to the registrant,
regarding the legality of the common stock
23.1 Consent of Arthur Andersen LLP, independent auditors
23.2 Consent of Perkins Coie LLP (contained in the opinion filed
as Exhibit 5.1 hereto)
24.1 Power of Attorney (contained on signature page)
II-1
<PAGE>
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 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 end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the SEC 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;
(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 Section
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 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 of whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-2
<PAGE>
D. The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, 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 the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part
of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under
the Securities Act of 1933, each post-effective amendment that contains a form
of prospectus 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.
II-3
<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, thereunder duly
authorized, in the City of Seattle, State of Washington, on the 13th day of
April, 2000.
OSTEX INTERNATIONAL, INC.
/s/ Thomas A. Bologna
---------------------------------------------
By: Thomas A. Bologna
Chairman of the Board, President and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
Thomas A. Bologna and Thomas F. Broderick, or either of them, as
attorneys-in-fact with full power of substitution, to execute in the name and on
the behalf of each person, individually and in each capacity stated below, and
to file any and all amendments to this registration statement, including any and
all post-effective amendments, and any related Rule 462(b) registration
statement and any amendment thereto.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated below on the 13th day of April, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- ------
<S> <C>
/s/ Thomas A. Bologna Chairman of the Board, President and Chief Executive Officer
- -------------------------------------------------------- (principal executive officer and principal financial officer)
Thomas A. Bologna
/s/ Thomas J. Cable Director
- --------------------------------------------------------
Thomas J. Cable
/s/ Elisabeth L. Evans Director
- --------------------------------------------------------
Elisabeth L. Evans
/s/ David R. Eyre Director
- --------------------------------------------------------
David R. Eyre
/s/ Fredric J. Feldman Director
- --------------------------------------------------------
Fredric J. Feldman
/s/ Gregory D. Phelps Director
- --------------------------------------------------------
Gregory D. Phelps
/s/ John H. Trimmer Director
- --------------------------------------------------------
John H. Trimmer
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER
-----------
4.1 Common Stock Purchase Warrant
5.1 Opinion of Perkins Coie LLP, counsel to the registrant,
regarding the legality of the common stock
23.1 Consent of Arthur Andersen LLP, independent auditors
23.2 Consent of Perkins Coie LLP (contained in Exhibit 5.1)
24.1 Power of Attorney (contained on signature page)
II-5
<PAGE>
EXHIBIT 4.1
THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED,
ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES
LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (B) THE COMPANY
RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES
(CONCURRED IN BY LEGAL COUNSEL FOR THE COMPANY) STATING THAT SUCH TRANSACTION IS
EXEMPT FROM REGISTRATION, OR (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT
SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.
No. 1999-1 WARRANT TO PURCHASE
ISSUED: June 1, 1999 UP TO 100,000 SHARES OF
VOID AFTER: March 22, 2002 COMMON STOCK, BASED ON
A VESTING SCHEDULE
OSTEX INTERNATIONAL, INC.
COMMON STOCK PURCHASE WARRANT
THIS IS TO CERTIFY that, for value received, Donald & Co. Securities
Inc., or registered assigns (the "Holder"), is entitled, at any time or from
time to time not later than 5:00 p.m., Pacific Standard Time on March 22, 2002
(the "Expiration Date"), subject to the provisions hereof, to purchase up to One
Hundred Thousand (100,000) fully paid and nonassessable shares of the Common
Stock, par value of $.01 per share (the "Warrant Stock"), of Ostex
International, Inc., a Washington corporation (the "Company"), at the exercise
price of $2.00 per share (the "Exercise Price") (such number of shares and the
Exercise Price being subject to adjustment as provided herein); provided,
however, that Holder may only purchase that number of Warrant Stock in which
Holder has vested, based on the vesting schedule described in Section 1.1.
This Warrant is subject to the following additional terms and
conditions:
1. METHOD OF EXERCISE
1.1 VESTING SCHEDULE
This Warrant will vest and become exercisable in twelve (12) equal
monthly installments on the twenty-second (22nd) day of each calendar month
during the "Vesting Term," i.e., the vesting is at the rate of 8333-1/3 Warrant
Shares per month. The Vesting Term begins March 23, 1999 and ends March 22,
2000; provided, however, that in order to vest, Holder must be providing
services to the Company pursuant to the Letter Agreement between Holder and the
Company, dated March 24, 1999 (the "Letter Agreement"). If the Company
terminates Holder's services under the Letter Agreement other than because of a
material breach or nonperformance by Holder, Holder will vest in the entire
remaining Warrant Shares effective as of the date of termination.
-1-
<PAGE>
1.2 CASH EXERCISE RIGHT
To the extent vested, this Warrant may be exercised in whole or in part
by delivering to the Company at its principal place of business (a) this Warrant
certificate, (b) the form of Election to Purchase attached hereto as Exhibit A
duly completed and executed by the Holder, and (c) a bank check payable to the
Company, in the amount of the Exercise Price multiplied by the number of shares
for which this Warrant is being exercised (the "Purchase Price").
2. DELIVERY OF STOCK CERTIFICATE
Within twenty (20) days after the exercise of this Warrant (in full or
in part), the Company shall issue in the name of and deliver to the Holder (a) a
certificate or certificates for the number of fully paid and nonassessable
shares of Warrant Stock to which the Holder shall be entitled upon such exercise
and (b) a new Warrant of like tenor to purchase up to that number of shares of
Warrant Stock, if any, not previously purchased by the Holder. The Holder shall
for all purposes be deemed to have become the holder of record of such shares of
Warrant Stock on the date on which this Warrant was properly exercised in
accordance with Section 1, irrespective of the date of delivery of the
certificate or certificates representing the Warrant Stock; provided that, if
the date of such exercise is a date when the stock transfer books of the Company
are closed, such person shall be deemed to have become the holder of record of
such shares of Warrant Stock at the close of business on the next succeeding
date on which the stock transfer books are open.
3. RESERVATION OF WARRANT STOCK
The Company covenants and agrees that the Company will at all times
have authorized and reserved a sufficient number of shares of Common Stock of
the Company to provide for the exercise of the rights represented by this
Warrant.
4. EXPIRATION
The Warrant evidenced hereby shall be void and of no effect and all
rights hereunder shall cease after 5:00 p.m. Pacific Standard Time on the
Expiration Date. All restrictions set forth herein on the shares of stock issued
upon exercise of any rights hereunder shall survive such exercise and expiration
of the rights granted hereunder.
5. ADJUSTMENTS TO WARRANT
5.1 ADJUSTMENT FOR STOCK SPLIT, ETC.
In case the Company shall issue any shares of its Common Stock as a
stock dividend or subdivide the number of outstanding shares of Common Stock
into a greater number of shares, then, in either of such cases, the Exercise
Price in effect at the time of such action shall be proportionately reduced and
the number of shares of Warrant Stock at that time purchasable pursuant to this
Warrant shall be proportionately increased; and, conversely, in the event the
Company shall contract the number of outstanding shares of Common Stock by
combining such shares into a smaller number of shares, then, in such case, the
Exercise Price in effect at the time of such action shall be proportionately
increased and the number of shares of Warrant Stock at that time purchasable
pursuant to this Warrant shall be proportionately decreased. Any dividend paid
or distributed on the Common Stock in stock of any other class of securities
convertible into shares of Common Stock shall be treated as a dividend paid in
Common Stock to the extent that shares of Common Stock are issuable upon the
conversion thereof.
-2-
<PAGE>
5.2 ADJUSTMENT TO NUMBER OF SHARES
Upon each adjustment in the Exercise Price pursuant to this Section 5,
the number of shares of Warrant Stock purchasable hereunder shall be adjusted,
to the nearest whole share, to the product obtained by multiplying such number
of shares purchasable immediately prior to such adjustment in the Exercise Price
by a fraction, the numerator of which shall be the Exercise Price immediately
prior to such adjustment and the denominator of which shall be the Exercise
Price immediately thereafter.
6. REORGANIZATION
Upon a Reorganization (as defined below) of the Company before the
Expiration Date, as a result of which the shareholders of the Company receive
cash, stock or other property in exchange for their shares of Common Stock, all
Warrant Shares shall vest and become immediately exercisable and a lawful
provision shall be made so that the Holder shall thereafter be entitled to
receive, upon exercise of this Warrant at any time through the Expiration Date,
the kind and amount of stock, other securities or assets receivable upon such
Reorganization to which a holder of the Warrant Stock issuable upon exercise of
this Warrant would have been entitled in such Reorganization if this Warrant had
been exercised immediately prior to such Reorganization. In any such case,
appropriate adjustment (as determined in good faith by the Company's Board of
Directors) shall be made in the application of the provisions of this Warrant
with respect to the rights and interest of the Holder after the Reorganization
to the end that the provisions of this Warrant (including adjustments of the
Exercise Price and the number and type of securities purchasable pursuant to the
terms of this Warrant) shall be applicable after that event, as near as
reasonably may be, in relation to any shares deliverable after that event upon
the exercise of this Warrant. For purposes of this Section 6, Reorganization
means either of the following: (a) When any "person," as such term is used in
sections 13(d) and 14(d) of the Exchange Act (other than a shareholder of the
Company on the date of this Warrant, the Company, a Subsidiary or an employee
benefit plan of the Company, including any trustee of such plan acting as
trustee) becomes, after the date of this Warrant, the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing fifty percent (50%) or more of the
combined voting power of the Company's then outstanding securities; or (ii) the
occurrence of a transaction requiring shareholder approval, and involving the
sale of all or substantially all of the assets of the Company or the merger of
the Company with or into another corporation.
7. RESTRICTIONS ON TRANSFER
This Warrant and the Common Stock issuable upon exercise hereof have
not been registered under the Securities Act of 1933, as amended, or any
applicable state law, and no interest therein may be sold, distributed,
assigned, offered, pledged or otherwise transferred unless (a) there is an
effective registration statement under such Act and applicable state securities
laws covering any such transaction involving said securities, (b) the Company
receives an opinion of legal counsel for the holder of these securities
(concurred in by legal counsel for the Company) stating that such transaction is
exempt from registration, or (c) the Company otherwise satisfies itself that
such transaction is exempt from registration.
8. LEGEND
A legend setting forth or referring to the restrictions stated in
Section 7 shall be placed on this Warrant, any replacement hereof and any
certificates representing Common Stock issued pursuant to the exercise of this
Warrant, and a stop transfer restriction or order shall be placed on the books
of the Company and with any transfer agents against this Warrant and shares of
Common Stock until they may be legally sold or otherwise transferred.
-3-
<PAGE>
9. FRACTIONAL SHARES
No fractional shares shall be issued upon the exercise of the Warrant.
In lieu of fractional shares, the Company shall pay the Holder a sum in cash
equal to the fair market value of the fractional shares (as determined by the
Company's Board of Directors) on the date of exercise. For purposes of this
Section 9,the fair market value of a share of Warrant Stock shall be deemed to
be equal to the average of the closing bid and asked prices of the Common Stock
as quoted in the Over-the-Counter Market Summary or the last reported sale price
of the Common Stock or the closing price quoted on the Nasdaq National Market
System or on any exchange on which the Common Stock is then listed, whichever is
applicable, for the five (5) trading days prior to the date of exercise of this
Warrant; provided, however, that if there is no public market for the Common
Stock at the time of exercise, then such fair market value shall be determined
in good faith by the Board of Directors.
10. HOLDER AS OWNER
The Company may deem and treat the Holder at all times as the absolute
owner of the Warrant evidenced hereby for all purposes regardless of any notice
to the contrary.
11. NO SHAREHOLDER RIGHT
This Warrant shall not entitle the Holder hereof to any voting rights
or any other rights as a shareholder of the Company, or to any other rights
whatsoever except the rights stated herein; and no dividend or interest shall be
payable or shall accrue in respect of this Warrant or the shares purchasable
hereunder unless, and until, and except to the extent that, this Warrant shall
be exercised.
12. APPLICABLE LAW
The validity, interpretation and performance of this Warrant shall be
governed by the laws of the State of Washington.
13. DESTRUCTION OF WARRANT
The Company represents and warrants to the Holder hereof that upon
receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction, or mutilation of any Warrant and, in the case of any such loss,
theft or destruction, upon receipt of an affidavit and indemnity reasonably
satisfactory to the Company, or in the case of any such mutilation upon
surrender and cancellation of such Warrant, the Company at its expense will make
and deliver a new Warrant, of like tenor, in lieu of the lost, stolen, destroyed
or mutilated Warrant.
14. NOTICES
Any notice, request or other document required or permitted to be given
or delivered to the Holder hereof or the Company shall be delivered or shall be
sent by certified or registered mail, postage prepaid, to the Holder at its
address as shown on the books of the Company or to the Company at its principal
place of business.
15. INVESTMENT INTENT
By accepting this Warrant, the Holder represents that it is acquiring
this Warrant for investment and not with a view to, or for sale in connection
with, any distribution thereof.
[continued on following page]
-4-
<PAGE>
16. REGISTRATION RIGHTS
The Holder is not entitled to registration rights with respect to this
Warrant or the Warrant Stock.
WITNESS, the signatures of the Company's duly authorized officer.
Date of Issue: June 1, 1999.
OSTEX INTERNATIONAL, INC.
By: /s/ Thomas A. Bologna
Name: Thomas A. Bologna
Chairman, President and Chief Executive
Officer
-5-
<PAGE>
EXHIBIT 5.1
PERKINS COIE LLP
1201 Third Avenue, Suite 4800
Seattle, Washington 98101-3099
Telephone: 206-583-8888; Facsimile: 206-583-8500
April 13, 2000
Ostex International, Inc.
2203 Airport Way South, Suite 400
Seattle, Washington 98134
RE: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have acted as counsel to you in connection with the preparation of a
registration statement on Form S-3 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), which you are filing with the
Securities and Exchange Commission for the resale of up to 100,000 shares of
common stock of Ostex International, Inc. (the "Company"), $.01 par value per
share (the "Shares"). We have examined the Registration Statement and such
documents and records of the Company as we have deemed necessary for the purpose
of this opinion.
Based upon the foregoing, we are of the opinion that upon the happening
of the following events:
(a) the filing and effectiveness of the registration statement and
any amendments thereto,
(b) due execution by the Company and registration by its registrar
of the Shares, and
(c) receipt by the Company of the consideration required for the
Shares,
the Shares will be duly authorized, validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
registration statement and any amendment thereto, including any and all
post-effective amendments, and to the reference to our firm in the prospectus of
the registration statement under the heading "Validity of Common Stock." In
giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
Perkins Coie LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports (and to all references to our firm) included in or made part of the
registration statement on Form S-3 under the Securities Act of 1933, as amended,
which Ostex International, Inc. (the "Company") is filing with the Securities
and Exchange Commission for the resale of up to 100,000 shares of common stock
of the Company, $.01 par value per share.
Arthur Andersen LLP
Seattle, Washington
April 13, 2000
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