LARK TECHNOLOGIES INC, S-8, 1996-07-25

LARK TECHNOLOGIES INC
S-8, 1996-07-25
MISC HEALTH & ALLIED SERVICES, NEC

Previous: ANADIGICS INC, 10-Q, 1996-07-25

Next: FIREFOX COMMUNICATIONS INC, 15-12B, 1996-07-25

<PAGE> 1

As filed with the Securities and Exchange Commission on July 25, 1996

Registration No. 333-________

================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

--------------------------

FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

--------------------------

LARK TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 73-1461841
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

--------------------------

9545 KATY FREEWAY, SUITE 465
HOUSTON, TEXAS 77024
(Address of Principal Executive Offices Including Zip Code)

--------------------------

LARK SEQUENCING TECHNOLOGIES, INC. 1990 STOCK OPTION PLAN
(Full title of the Plan)

--------------------------

Christine Powaser Copy to:
Vice President, Chief Financial Officer William D. Gutermuth
9545 Katy Freeway, Suite 465 Bracewell & Patterson, L.L.P.
Houston, Texas 77024 711 Louisiana Street, Suite 2900
(713) 464-7488 Houston, Texas 77002-2781
(Name, address and telephone number (713) 223-2900
of agent for service)

--------------------------

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
========================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLES OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED** PER SHARE* PRICE* FEE
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 84,990
$0.001 par value shares $1.32 $112,608.58 $100.00
========================================================================================================================
</TABLE>

* Estimated, pursuant to Rule 457(h), solely for the purpose of calculating
the registration fee as follows:
(i) the filing fee for the 44,662 shares not presently under option was
calculated by reference to the average of the bid and ask price as
reported on the NASD's "Bulletin Board" as of July 23, 1996 which
was $2.13 per share, for a total maximum offering price for such
44,662 shares of $95,130,06.

(ii) the filing fee for the 40,328 shares presently under option was
calculated by reference to the average price per share at which each
share under option was exercisable for a total maximum offering
price for such 40,328 shares of $17,478.52.

** In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
<PAGE> 2
EXPLANATORY NOTE

This registration statement contains two forms of prospectuses. One is a
prospectus to be used in connection with the offering and sale of shares of
Common Stock on exercise of options under an option plan. The other
prospectus is to be used in connection with the offering and sale of shares of
Common Stock by certain selling stockholders who acquired the shares of Common
Stock being offered by exercising options under the option plan prior to the
filing of a Form S-8 with respect thereto.

<PAGE> 3
PROSPECTUS

LARK SEQUENCING TECHNOLOGIES, INC.

1990 STOCK OPTION PLAN

84,990 SHARES OF

COMMON STOCK

This Prospectus relates to the periodic offer and sale by Lark
Technologies, Inc., a Delaware corporation, of 84,990 shares of the Company's
common stock, $0.001 par value pursuant to the Lark Sequencing Technologies,
Inc. 1990 Stock Option Plan.

_______________

THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933

_______________

The date of this Prospectus is July 25, 1996

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. INFORMATION

Description of the Plan

Lark Technologies, Inc. (the "Company") succeeded to the Lark Sequencing
Technologies, Inc. 1990 Employee Stock Option Plan (the "Plan") through the
merger of Lark Sequencing Technologies, Inc., a Delaware corporation
("Sequencing"), with and into the Company in a transaction effective September
14, 1995. The Plan was adopted by the Board of Directors of Sequencing on May
4, 1990, and was approved by the stockholders of Sequencing on May 29, 1990.
The Plan provides for the grant to eligible individuals of an option under the
Plan (an "Option") to purchase a stated number of shares of the Company's
common stock, $0.001 par value (the "Stock"), under the Plan. No Option shall
be granted pursuant to the Plan after May 4, 2000.
<PAGE> 4
The Plan is administered by the Board of Directors of the Company (the
"Board of Directors"). The Board of Directors is authorized to specify whether
an Option will be an Incentive Option or a Nonqualified Option. For purposes
of this Plan, an "Incentive Option" is an Option granted under the Plan which
is designated as such and satisfies the requirements of Section 422A of the
Internal Revenue Code of 1986, as amended (the "Code"). A "Nonqualified
Option" is an Option granted under the Plan which is not an Incentive Option.

The purpose of the Plan is to provide directors, key employees and
other employees of the Company, and independent contractors, consultants, and
agents performing services for the Company, with additional incentive and an
increased proprietary interest in the success of the Company, thereby
encouraging them to continue their employment or affiliation with the Company.
The Plan requires that each Option granted under the Plan be embodied in a
written agreement (an "Option Agreement"), which is subject to the terms and
conditions of the Plan, and contain such other provisions as the Board of
Directors deems advisable.

Additional information about the Plan and its administrators may be
obtained by writing to the Company at 9545 Katy Freeway, Suite 465, Houston,
Texas 77024. The phone number of the Company at this address is (713)
464-7488.

Eligibility

The individuals eligible to receive Incentive Options are key
employees of the Company selected by the Board of Directors. The individuals
eligible to receive Nonqualified Options are those members of the Board of
Directors, key employees and other employees of the Company, and independent
contractors, consultants, and agents who perform services for the Company, as
the Board of Directors shall determine.

Duration and Transferability

Options shall be exercisable for the term described in the Option
Agreement; provided, however, that no Option shall be exercisable after the
expiration of ten years from the date such Option is granted. In the case of
an individual who, at the time the Option is granted, owns stock possessing
more than 10 percent of the total combined voting power of all classes of stock
of the Company or any parent corporation or subsidiary corporation (an
"Affiliate") of the Company (a "Ten-Percent Shareholder"), no Incentive Option
shall be exercisable after the expiration of five years from the date such
Incentive Option is granted. Options are not transferable by the Optionee
otherwise than by will or under the laws of descent and distribution, and shall
be exercisable, during the Optionee's lifetime, only by the Optionee.

-2-
<PAGE> 5
Termination of Employment or Affiliation

Except as otherwise expressly provided in the Plan or in the Option
Agreement, Incentive Options terminate immediately upon severance of employment
of the Optionee with the Company for any reason, with or without cause, other
than death or retirement for age or disability under the then established rules
of the Company, and Nonqualified Options terminate immediately upon the
severance of employment or affiliation between the Company and the Optionee for
any reason, with or without cause, other than death or retirement for age or
disability under the then established rules of the Company.

If before the expiration of an Incentive Option, the Optionee retires
in good standing from the employ of the Company because of his age under the
then established rules of the Company, the Incentive Option shall terminate on
the earlier of date of expiration or one day less than three months after his
retirement. If before the expiration of a Nonqualified Option, the Optionee
severs his affiliation with the Company for age under the then established
rules of the Company, the Nonqualified Option shall terminate on the earlier of
such date of expiration or one day more than six months after his severance of
affiliation. In the event of retirement for age, or severance of affiliation
for age, as the case may be, the Optionee shall have the right, prior to the
termination of the Option, to exercise the Option to the extent to which he was
entitled to exercise it immediately prior to his retirement or severance of
affiliation for age.

If before the expiration of an Incentive Option, the Optionee retires
or is severed from the employ of the Company for disability under the then
established rules of the Company, the Option shall terminate on the earlier of
its date of expiration or one day less than one year after the date he retired
or was severed because of disability. If, before the date of expiration of a
Nonqualified Option, the Optionee shall retire or be severed for disability or
shall have his affiliation with the Company severed for disability under the
then established rules of the Company, the Option shall terminate on the
earlier of its date of expiration or one day less than one year after the date
of such severance. In the event that the Optionee retires or is severed from
the employ of the Company for disability under the then established rules of
the Company, or shall have his affiliation with the Company severed for
disability under the then established rules of the Company, as the case may be,
the Optionee shall have the right prior to the termination of the Option to
exercise the Option to the extent to which he was entitled to exercise it
immediately prior to his retirement or severance of employment or affiliation
for disability.

-3-
<PAGE> 6
holder of a Nonqualified Option while in the employ of, or affiliated with, the
Company or during the period that the Optionee had a right to exercise the
Option after retirement for age or disability or termination for disability or
his severance of affiliation because of disability or age and before the date
of expiration of the Option, the Option will terminate on the earlier of the
date of the expiration or one year following the date of such death. After the
death of the Optionee holding either an Incentive Option or a Nonqualified
Option, his executors, administrators or any persons to whom his Option may be
transferred by will or by the laws of descent and distribution shall have the
right, at any time prior to such termination, to exercise the Option to the
extent to which he was entitled to exercise it immediately prior to the death.

Forfeiture for Competition or Dishonesty

Notwithstanding any other provision of the Plan, the Board of
Directors may provide in the Option Agreement that if at any time during the
term of an Option the Board of Directors finds by a majority vote, after full
consideration of the facts presented on behalf of the Company and the Optionee,
either (i) that such Optionee, without the written consent of the Company,
directly or indirectly owns, operates, manages, controls or participates in the
ownership, management, operation or control of, or is employed by or is paid as
a consultant or as an independent contractor by a business which competes with
the Company or any Affiliate in the trade area served by the Company or any
Affiliate at any time during the term of the Option but prior to its exercise
in full and in which area the Optionee had performed services for the Company
or any Affiliate while employed by it; or (ii) the Optionee engaged in fraud,
embezzlement, theft, commission of a felony, or proven dishonesty in the course
of his employment by or affiliation with the Company or any Affiliate which
damaged the Company or any Affiliate, or for disclosing trade secrets of the
Company or any Affiliate, then the Optionee shall forfeit all unexercised
Options and all exercised Options under which the Company has not yet delivered
the certificates. The provisions of the Plan regarding competition shall not
be deemed to have been violated solely by reason of the Optionee's ownership of
stock or securities of any publicly owned corporation, provided that such
ownership does not result in effective control of such corporation, and
provided further that written notice of such ownership is given to the Board of
Directors within sixty (60) days after the later of (i) the date on which the
Optionee is notified of the award of an Option, or (ii) the date on which such
ownership is acquired.

Modification or Termination of Plan

The Board of Directors may modify, revise or terminate the Plan at any
time; provided, however, that without the further approval of the holders of at
least a majority of the outstanding shares of Stock, the Board of Directors may
not (a) change the aggregate number of shares which may be issued under Options
pursuant to the provisions of the Plan, (b) change the class of

-4-
<PAGE> 7
individuals eligible to receive Options, (c) increase the aggregate fair market
value (determined at the time an Incentive Option is granted) of the Common
Stock with respect to which an Incentive Option is exercisable for the first
time by an Optionee during any calendar year (under this Plan and any other
incentive stock option plan(s) of the Company or any Affiliate) to an amount
greater than $100,000. Without the affirmative votes of the holders of a
majority of the securities of the Company present or represented and entitled
to vote at a meeting duly held in accordance with applicable laws, or the
written consent of the holders of a majority of the securities of the Company
entitled to vote, the Board of Directors may not materially increase the
benefits accruing to participants under the Plan.

Securities to be Offered

The aggregate number of shares of Stock which may be issued under the
Plan on exercise of Options is 84,990 subject to equitable adjustment on the
occurrence of certain extraordinary corporate events. In the event that any
Option expires or is terminated for any reason, the shares of Stock allocable
to the unexercised portion of such Option may again be subject to an Option
under the Plan.

Option Price

The price at which Stock may be purchased pursuant to Incentive
Options shall be not less than the greater of: (i) one hundred percent of the
Fair Market Value of the shares of Stock on the date the Option is granted; or
(ii) the aggregate par value of such shares on the date the Option is granted.
In the case of any Ten-Percent Shareholder, the price at which shares may be so
purchased under an Incentive Option shall be not less than 110 percent of the
Fair Market Value of the Stock on the date the Incentive Option is granted.
The price at which shares may be purchased pursuant to Nonqualified Options
shall be the price determined by the Board of Directors in its discretion so
long as it is not less than the par value of such shares on the date the Option
is granted. Each option may be exercised so long as it is valid and
outstanding, in part or as a whole, in such manner and subject to such
conditions as the Board of Directors in its discretion may provide in the
Option Agreement.

The "Fair Market Value" of the Stock as of any date shall mean (i) the
average of the high and low sale prices of the Stock on such date on the
principal securities exchange on which the Stock is listed; or (ii) if the
Stock is not listed on a securities exchange, the average of the high and low
sale prices of the Stock on such date as reported on the NASDAQ National Market
System; or (iii) if the Stock is not listed on the NASDAQ National Market
System the average of the high and low bid quotations for the Stock on such
date as reported by the National Quotation Bureau Incorporated; or (iv) if none
of the foregoing is applicable, as determined by the Board of Directors.

-5-
<PAGE> 8
Exercise of the Options

Options shall be exercised by the delivery of written notice to the
Board of Directors setting forth the number of shares with respect to which the
Option is to be exercised and the address to which the certificates
representing shares of the Stock issuable upon the exercise of such Option
shall be mailed. In order to be effective, such written notice shall be
accompanied, at the time of its actual receipt by the Board of Directors, by
payment of the option price of such shares, which payment shall be made by
check in an amount equal to the option price of such shares. Notwithstanding
the immediately preceding sentence, if at the time of actual receipt by the
Board of Directors of such written notice, (i) the Company has unrestricted
earned surplus in an amount not less than the option price of such shares; (ii)
all accrued cumulative preferential dividends and other current preferential
dividends on all outstanding preferred stock of the Company have been fully
paid; (iii) the reacquisition by the Company of its own shares of Stock for the
purpose of enabling the Optionee to exercise such Option is otherwise permitted
by applicable law and without any vote or consent of any shareholder of the
Company; and (iv) there shall have been adopted, and there is in full force and
effect, a resolution of the Board of Directors authorizing the reacquisition by
the Company of its own shares of Stock for such purpose, then such Optionee may
deliver to the Board of Directors, in payment of the option price of the shares
with respect to which such Option is exercised, (a) certificates registered in
the name of such Optionee representing a number of shares of Stock legally and
beneficially owned by such Optionee, free of all liens, claims and encumbrances
of every kind, and having a Fair Market Value on the date of actual receipt by
the Board of Directors of such written notice that is not greater than the
option price of the shares with respect to which such Option is to be
exercised, such certificates to be accompanied by stock powers duly endorsed in
blank by the record holder of the shares represented by such certificates, with
the signature of such record holder guaranteed by an institution acceptable to
the Board of Directors; and (b) if the option price of the shares with respect
to which such Option is to be exercised exceeds such Fair Market Value, a check
payable to the order of the Company in an amount equal to the amount of such
excess.

Notwithstanding the foregoing provisions, the Board of Directors, in
its sole discretion, may refuse to accept shares of Stock in payment of the
option price of the shares with respect to the Option to be exercised and, in
that event, any certificates representing shares of Stock which were delivered
to the Board of Directors with such written notice shall be returned to such
Optionee together with notice to such Optionee of the refusal of the Board of
Directors to accept such shares of Stock. If, within fourteen business days
after the receipt by such Optionee of such written notice, such Optionee shall
not have delivered to the Board of Directors a check in an amount equal to the
option price of the shares with respect to which such Option is to be
exercised, such written notice from the Optionee to the Board of Directors
shall be ineffective to exercise such Option.

-6-
<PAGE> 9
Recapitalization or Reorganization

The existence of outstanding Options shall not affect in any way the
right or power of the Company or its stockholders to make or authorize any or
all adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business, or any merger or consolidation of
the Company, or any issue of bonds, debentures, preferred or prior preference
stock ahead of or affecting the Stock or the rights thereof, or the dissolution
or liquidation of the Company, or any sale or transfer of all or any part of
its assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.

If the Company shall effect a subdivision or consolidation of shares
or other capital readjustment, the payment of a stock dividend, or other
increase or reduction of the number of shares of the Stock outstanding, without
receiving compensation therefor in money, services or property, then (a) the
number, class and per share price of shares of Stock subject to outstanding
Options hereunder shall be appropriately adjusted in such a manner as to
entitle an Optionee to receive upon exercise of an Option, for the same
aggregate cash consideration, the same total number and class of shares as he
would have received had he exercised his Option in full immediately prior to
the event requiring the adjustment; and (b) the number and class of shares then
reserved for issuance under the Plan shall be adjusted, by substituting for the
total number and class of shares of Stock then reserved, that number and class
of shares of Stock that would have been received by the owner of an equal
number of outstanding shares of each class of Stock as the result of the event
requiring the adjustment.

-7-
<PAGE> 10
effective date of such merger, consolidation, liquidation, sale or other
disposition and, provided further, that in the event all outstanding Options
may not be exercised in full under applicable securities laws without
registration of the shares of Stock issuable on exercise of such Options, the
Board of Directors may limit the exercise of such Options to such number of
shares of Stock, if any, as may be issued without such registration, the method
of choosing which Options may be exercised and the number of shares of Stock
for which such Options may be exercised to be solely within the discretion of
the Board of Directors.

Except as expressly provided in the Plan, the issue by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, for cash or property, or for labor or services either upon direct
sale or upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof
shall be made with respect to, the number, class or price of shares of Stock
then subject to outstanding Options.

Resale Restrictions

This Prospectus is not available for use in connection with reoffers
or resales of securities acquired hereunder by persons deemed to be
"affiliates" of the Company, and such reoffers or resales may be made only
pursuant to an effective registration statement filed under the Securities Act
of 1933, as amended (the "Securities Act"), or pursuant to Rule 144 of the
Securities Act or another exemption from registration.

Moreover, should officers and directors who participate in the Plan
become subject to certain restrictions and reporting obligations imposed by
Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and a short-swing sale is effected within the meaning of Section 16(b)
of the Exchange Act, liability could result for short-swing profits deemed to
have been realized as a result of the matching of certain purchases and sales.
If such persons become subject to Section 16 and the reporting obligations in
Section 16(a) are violated, fines or other sanctions could be imposed.

The Company is not presently subject to Section 16 of the Exchange
Act, but may become subject to Section 16 of the Exchange Act in the future.
Accordingly, officers and directors are strongly advised to consult legal
counsel before effecting any Option transaction or any transaction in the
Stock.

-8-
<PAGE> 11
FEDERAL INCOME TAX CONSEQUENCES

Incentive Options

Certain Options granted under the Plan are intended to constitute
Incentive Options. With respect to Incentive Options, the aggregate fair
market value (determined at the time the Option is granted) of the Stock with
respect to which Incentive Options are exercisable for the first time by the
recipient during any calendar year cannot exceed $100,000.

Incentive Options are subject to special federal income tax treatment.
No federal income tax is imposed on the recipient upon the grant or exercise of
an Incentive Option. If the recipient does not dispose of shares acquired
pursuant to the exercise of an Incentive Option within the one-year period
beginning on the date after the shares are transferred to the recipient or
within the two-year period beginning on the day after the date of grant, the
difference between the Option price and the amount realized upon a subsequent
disposition of the shares would be eligible for long-term capital gain or loss
treatment. In such event, the Company is not entitled to any deduction for
federal income tax purposes in connection with the grant or exercise of the
Option or the disposition of the shares so acquired. With respect to an
Incentive Option, the difference between the exercise price and the fair market
value of the Stock on the date of exercise may result in an adjustment for
alternative minimum tax purposes. If a recipient exercises a right of
relinquishment, compensation is recognized as described below for Nonqualified
Options.

If a recipient disposes of shares acquired pursuant to exercise of an
Incentive Option prior to the end of the two-year or one-year holding periods
noted above, the recipient will be treated as having received, at the time of
disposition, compensation taxable as ordinary income; in such event the Company
may claim a deduction for compensation paid at the same time and in the same
amount as compensation is treated as received by the recipient. Income
recognized under such disposition may result in an adjustment for alternative
minimum tax purposes. The amount treated as compensation is the lower of (i)
the excess of the fair market value of the shares at the time of exercise over
the exercise price, or (ii) the gain on disposition.

Nonqualified Options

Nonqualified Options granted under the Plan do not qualify for special
federal income tax treatment. As a general rule, no federal income tax is
imposed on the recipient upon the grant of a Nonqualified Option under the
Plan. Generally, upon the exercise of a Nonqualified Option, the recipient
will be treated as receiving compensation taxable as ordinary income in the
year of exercise equal to the excess of the fair market value of the shares at
the time of exercise over the Option price. When a recipient exercises a right
of relinquishment, the recipient will be treated as receiving

-9-
<PAGE> 12
compensation taxable as ordinary income in the year of exercise equal to the
amount of cash received plus the fair market value of the shares distributed to
the recipient. There is no alternative minimum tax adjustment upon such
exercise. Upon the exercise of a Nonqualified Option, the Company may claim a
reduction for compensation paid at the same time and in the same amount as
compensation income is recognized by the recipient.

Section 16(b) Liability

Although the Company presently is not subject to Section 16 of the
Exchange Act, if shares of Stock are received upon the exercise of a
Nonqualified Option or sale by a recipient who is subject to liability under
Section 16(b) of the Exchange Act, recognition of the compensation attributable
to such exercise is postponed so long as a sale at a profit of the shares so
acquired could subject the recipient to suit under Section 16(b) of the
Exchange Act, but for no more than six months under Treasury regulations. One
effect of this postponement is to measure the amount of compensation taxable to
the recipient as ordinary income by reference to the fair market value of such
shares at the time such liability to suit under Section 16(b) of the Exchange
Act no longer exists (rather than at the earlier date of exercise of the Option
or stock appreciation right). Similarly, the fair market value of such shares
at the time would become the recipient's basis in the shares for purposes of
computing gain or loss upon a subsequent disposition, and the recipient's
holding period for the shares would date from that time. Pursuant to Section
83(b) of the Code, however, a recipient may elect with respect to such shares
to recognize the compensation attributable to such exercise of the shares, in
which case the recipient's tax treatment would be as previously described in
this Prospectus. Such election must be made not later than 30 days after the
date such shares are transferred to the recipient.

Withholding - Stock Options

Withholding will be required on the amount of income to employee
recipients at the time of exercise of a Nonqualified Option and may be
satisfied out of other funds paid or provided by the recipient as a condition
of the completed issuance and delivery of shares in the recipient's name.

Parachute Payment Sanctions

Certain provisions in the Plan or included in an Option Agreement may
afford a recipient with special protections or payments which are contingent on
a change in the ownership or effective control of the Company or in the
ownership of a substantial portion of the Company's assets. To the extent
triggered by the occurrence of any such event, these special protections or
payments may constitute "parachute payments" and, when aggregated with other
parachute payments received by the recipient, if any, could result in the
recipient receiving "excess parachute payments" (a portion

-10-
<PAGE> 13
of which would be allocated to those protections or payments derived from the
Option). The Company would not be allowed a deduction for any such excess
parachute payment and the recipient of the payment would be subject to a 20%
non-deductible excise tax upon such payment in addition to income tax otherwise
owed with respect to such payment.

In General

The Plan is not qualified under Section 401(a) of the Code, and is not
subject to the Employee Retirement Income Security Act of 1974.

The foregoing summary is based upon the applicable provisions of the
Code as presently in effect and the income tax regulations thereunder. It is
suggested that, prior to exercising an Option or right of relinquishment
granted under the Plan and prior to disposing of shares acquired pursuant to
the exercise of an Option or right of relinquishment granted under the Plan,
the recipient consult the recipient's tax advisor with respect to the federal
and any state income tax consequences of such action.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

The Company will provide a copy of each document incorporated by
reference in Item 3 of Part II of the Registration Statement, without charge,
upon written or oral request. These documents are incorporated by reference in
the Section 10(a) prospectus. The Company will also provide without charge
their most recent annual report on Form 10-KSB, upon written or oral request.
Moreover, such copies and additional information regarding the Plan and its
administrators may be obtained from the principal executive offices of the
Company located at 9545 Katy Freeway, Suite 465, Houston, Texas 77024;
telephone number (713) 464-7488; attention: Investor Relations.

-11-
<PAGE> 14
PROSPECTUS

27,773 SHARES

LARK TECHNOLOGIES, INC

COMMON STOCK

All 27,773 shares (the "Shares") of common stock, $0.001 par value per
share (the "Common Stock"), of Lark Technologies, Inc. (the "Company") offered
hereby are being offered by the selling stockholders described herein (the
"Selling Stockholders"). The Company will not receive any of the proceeds from
the sale of Shares offered hereby. See "Selling Stockholders."

The Common Stock is not listed on any exchange and is not eligible for
quotation on the NASDAQ Small-Cap Market, but is quoted on the NASD's "Bulletin
Board." On July 23, 1996, the bid price of the Common Stock on the NASD's
Bulletin Board was $1.875 and the ask price was $2.375.

The Shares may be offered by the Selling Stockholders in various types
of sales transactions, which may or may not involve brokers, dealers, or cash
transactions, including sales at the market, at prices not presently
determinable. The Company will pay the expenses incurred in connection with
registering the Shares.

INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
SEE THE "RISK FACTORS" SECTION AT PAGE 14.

________________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
________________________

The date of this Prospectus is July 25, 1996

-12-
<PAGE> 15

<TABLE>
<CAPTION>
TABLE OF CONTENTS

Page
----
<S> <C>
BACKGROUND INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . 14

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . 17

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . . . . . 18

DESCRIPTION OF THE SECURITIES . . . . . . . . . . . . . . . . . . . . . 19

SELLING STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . 19

PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . 20

INDEMNIFICATION OF DIRECTORS AND OFFICERS . . . . . . . . . . . . . . . 21

LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

EXHIBIT INDEX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
</TABLE>

No dealer, salesman or other person has been authorized to give any
information or to make any representation not contained in, or incorporated by
reference in, this Prospectus, and, if given or made, such information or
representation must not be relied upon as having been authorized by the Company
or the selling stockholders. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any of the securities offered hereby
in any jurisdiction to any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction. Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any circumstances, create any implication
that the information herein is correct as of any time subsequent to the date
hereof or that there has been no change in the affairs of the company since
such date.

-13-
<PAGE> 16
BACKGROUND INFORMATION

Lark Sequencing Technologies, Inc. ("Sequencing") was incorporated as
a Delaware corporation in May 1990. Sequencing's corporate predecessor was
organized in 1989 for the purposes of: (i) marketing standard gene sequencing
technologies used by scientists at Baylor College of Medicine in Houston, Texas
and (ii) marketing software developed at Baylor College of Medicine and used
for sequencing.

Lark Technologies, Inc. ("Lark" or the "Company") was incorporated
under the laws of the State of Delaware on November 16, 1994, for the purpose
of merging with Sequencing (the "Merger"). Prior to the Merger, Lark had no
business operations or significant capital and had no intention of engaging in
any active business until it merged with Sequencing. Prior to the Merger, the
sole shareholder of Lark was SuperCorp Inc. ("SuperCorp"), an Oklahoma
corporation. Upon approval of the Merger, SuperCorp spun off Lark by
distributing its stock in Lark to its shareholders. As a result of the Merger,
the shareholders of Sequencing own 90% of the Common Stock of Lark, and the
shareholders of SuperCorp own 10% of the Common Stock of Lark.

Lark succeeded to the Lark Sequencing Technologies, Inc. 1990 Employee
Stock Option Plan (the "Plan") through the Merger. The Plan was adopted by the
Board of Directors of Sequencing on May 4, 1990, and was approved by the
stockholders of Sequencing on May 29, 1990. The Plan provides for the grant to
eligible individuals of an option under the Plan (an "Option") to purchase a
stated number of shares of the Company's Common Stock under the Plan.

The Selling Stockholders were granted options pursuant to the Plan
prior to the filing of this Registration Statement. The Prospectus relates to
the resale of such Shares of Common Stock acquired by the Selling Stockholders
on exercise of such options.

RISK FACTORS

An investment in the securities being offered hereby involves a high
degree of risk. Prospective investors should carefully consider the following
risk factors, in addition to the other information contained in this
Registration Statement, before purchasing the securities offered hereby.

Ownership of the Shares involves a high degree of risk and
speculation, and the following factors should be carefully considered.

-14-
<PAGE> 17

1. Accumulated Deficit. Lark operated at a loss its first three
years of operation, began to operate profitably in late 1993, made a profit of
$94,592 in 1994, but operated at a loss of $499,535 in 1995, and made a profit
of $220,288 in the first quarter of 1996. At the end of 1995, its accumulated
deficit was $1,570,202 and its stockholders' deficit was $164,458. At March
31, 1996, Lark's accumulated deficit was $1,349,914 and stockholders' equity
was $55,830. There can be, and is, no assurance that profitable operations can
be sustained.

2. Limited Trading Volume in the Public Market for the Common
Stock. The trading volume in the Company's Common Stock is limited, and there
is no assurance that a more active public market for such securities will
develop or that it will be sustained.

3. Market Restrictions on Broker-Dealers. The Company's Common
Stock is covered by a Securities and Exchange Commission rule that imposes
additional sales practice requirements on broker-dealers who sell such
securities to persons other than established customers and accredited investors
(generally institutions with assets in excess of $5 million or individuals with
net worth in excess of $1 million or annual income exceeding $200,000 or
$300,000 jointly with their spouse). For transactions covered by the rule, the
broker-dealer must make a special suitability determination for the purchaser
and receive the purchaser's written agreement to the transaction prior to the
sale. Consequently, the rule may affect the ability of broker-dealers to sell
the Company's securities and also may affect the ability of persons purchasing
shares of the Company to sell their shares in the secondary market. Further,
the Company's Common Stock is quoted on an NASD inter-dealer system called "the
Bulletin Board." The Company does not have $4 million in assets or $2 million
in stockholders' equity, both of which are required for it to qualify for
quotation on NASDAQ, and the shares are not expected soon to command a market
price of $5 per share, the price required for a non-NASDAQ-quoted security to
escape the trading severities imposed by the Securities and Exchange Commission
on so-called "penny stocks." These trading severities tend to reduce broker-
dealer and investor interest in penny stocks and could operate (i) to inhibit
the ability of the Company's stock to reach a $3 per share trading price that
would make it eligible for quotation on NASDAQ and (ii) to inhibit the ability
of the Company to use its stock for business acquisition purposes.

4. Dependence Upon a Major Customer. The Company's recent
business activities have been substantially devoted to work performed for a
single customer, an international pharmaceutical company. The loss of this
customer would have a material, negative impact upon its business and prospects
of profits. This single customer accounted for approximately 29% of its 1995
total revenues. Moreover, this same customer accounted for 52% and 64% of
total revenues during the first three months of 1995 and 1996, respectively.

-15-
<PAGE> 18
5. Variability of Operating Results. The Company's revenues are
derived through provision of DNA sequencing and related molecular biology
services to researchers in the pharmaceutical, biotechnology and related
industries. Quarterly fluctuations in revenues arising primarily from
variations in contract status with one large customer. In addition, the
majority of other customer projects are individual orders for specific projects
ranging in value from $6,000 to $140,000. Engagement for successive work is
highly dependent upon the customer's satisfaction with the services provided to
date. The Company is unable to predict for more than a few months in advance
the number and size of future projects in any given period. Thus, timing could
have a significant impact on financial results in any given period. The
combined impact of the large contract from a single customer and the
unpredictable project fluctuations from other customers can result in very
large fluctuations in financial performance from quarter to quarter.

6. Uncertainty of Product Development. The Company is engaged in
the research and development of senescence gene technology. Before obtaining
regulatory approval for the commercial sale of any of its potential products
based on the senescence technology, the Company must demonstrate, through
pre-clinical studies and clinical trials or corresponding animal health or
agricultural studies, that a potential product is safe and efficacious for use
in each application. None of the Company's potential products have been
approved for testing nor has the Company commenced testing of any products for
safety or efficacy in human. There can be no assurance that results generated
by pre-clinical animal testing will be indicative of results of clinical
testing in humans when, and if, those tests are conducted. There can be no
assurance that the Company will be permitted to undertake human clinical
testing of any of the Company's potential products, or, if permitted, that such
potential products will be demonstrated to be safe and efficacious or will
receive necessary regulatory approvals.

7. Competition. Lark is engaged in a highly competitive field.
Other companies, such as the genomics companies, are actively seeking the same
service projects as Lark. The Company cannot assure that these competitors
will not engage these service projects. Additionally, for the Company's
senescence gene discovery project, other companies are actively seeking to
develop products designed to suppress tumor growth or impact cell immortality.
There can be no assurance that the Company's competitors will not succeed in
developing products that would render the senescence technology obsolete and
noncompetitive.

8. Hazardous Materials. The Company's operations involve the
controlled use of hazardous materials, chemicals and various radioactive
compounds. Although the Company believes that its safety procedures for
handling and disposing of such materials comply with the standards prescribed
by state and federal regulations, the risk of accidental contamination or
injury from these materials cannot be completely eliminated. In the event of
such an accident, the Company could be

-16-
<PAGE> 19
held liable for any damages that result and any such liability could exceed the
resources of the Company.

9. Management Control. The Company's officers and directors and
their affiliates own approximately 25 percent of the Common Stock of the
Company and thereby may be able to determine the outcome of any vote affecting
the control of the Company.

10. Dependence on Key Personnel. The loss of the services of any
of the Company's management and other key employees, for any reason, may have a
materially adverse effect on the prospects of the Company.

11. Dividends Not Likely. Dividends have not been paid on the
Company's stock. For the foreseeable future, it is anticipated that any
earnings which may be generated from operations of the Company will be used to
finance the growth of the Company, and cash dividends will not be paid to
holders of the Common Stock.

12. Possible Future Dilution. The Company has shares of Common
Stock registered which are available for issuance in potential offerings by the
Company or in possible business combinations or asset acquisitions, the
issuance of which would dilute the percentage ownership and could dilute the
net tangible book value per share of shareholders of the Company.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of Section
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and in accordance therewith, files reports and other information with the
Securities and Exchange Commission (the "Commission"). Reports and other
information filed by the Company with the Commission pursuant to the
informational requirements of the Exchange Act may be inspected and copied at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and are available for
inspection and copying at the following Regional Offices of the Commission:
Midwest Regional Office, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511 and the Northeast Regional Office, 7 World Trade Center, Suite 1300,
New York, New York 10048. Copies of such materials also may be obtained by
mail, upon payment of the Commission's customary charges, by writing to its
principal office at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549.

This Prospectus does not contain all of the information set forth in
the Registration Statement of which this Prospectus is a part, including the
exhibits to the Registration Statement. Statements

-17-
<PAGE> 20
contained herein concerning the provisions of documents are necessarily
summaries of such documents, and each such statement is qualified in its
entirety by reference to the applicable documents filed with the Commission.
The Company is not required to deliver an annual report to stockholders and
will not send voluntary reports to the stockholders. For further information
with respect to the Company and the securities offered hereby, reference is
made to the Registration Statement, including the exhibits thereto, which may
be inspected at the public reference facilities of the Commission referred to
above, and copies of which may be obtained therefrom upon payment of the
Commission's customary charges.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents heretofore filed by the Company with the
Commission are incorporated herein by reference:

(a) Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1995, as amended; and

(b) Quarterly Report on Form 10-QSB for the quarter ended March
31, 1996.

All documents filed by the Company with the Commission pursuant to
Section 15(d) of the Exchange Act after the date of this Prospectus and before
the termination of this offering shall be deemed to be incorporated herein by
reference.

Any statement contained in a document incorporated or deemed to be
incorporated herein by reference (including such information that is also
reproduced herein for convenience of reference) shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document that also is or is
deemed to be incorporated herein by reference modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon request by such person, a copy of any and
all documents that are incorporated herein by reference (other than exhibits to
such documents, unless such exhibits are specifically incorporated by reference
in any such document). Requests for copies of such documents should be
addressed to the Company at its principal executive offices as follows:
Investor Relations, 9545 Katy Freeway, Suite 465, Houston, Texas 77024
(Telephone (713) 464-7488).

-18-
<PAGE> 21

DESCRIPTION OF THE SECURITIES

At July 25, 1996, the authorized capital stock of Lark Technologies,
Inc. consisted of 10,000,000 shares of Common Stock of which 3,315,339 were
issued and outstanding. Of the Common Stock, 127,388 shares are reserved for
issuance on the exercise of certain warrants and the Options.

Under the 1990 Stock Option Plan (the "Plan") the Board of Directors
of Sequencing authorized the issuance of 269,000 options to purchase Common
Stock. As a consequence of the merger with the Company the number of shares of
Common Stock subject to the Plan was adjusted to 84,990 which are included in
the 10,000,000 authorized shares of Common Stock. Each share of Common Stock
entitles the holder to an equal and ratable right to receive dividends paid
from the Company's assets legally available therefor when, as and if declared
by the Board of Directors. In the event of dissolution, liquidation or winding
up of the Company, the holders of Common Stock are entitled to share equally or
ratably in the assets available for distribution after payments are made to the
Company's creditors. The holders of Common Stock have no preemptive rights or
other rights to subscribe for securities of the Company. Each share of Common
Stock entitles the holder thereof to one vote in elections for directors and
all other matters submitted to a vote of shareholders. The holders of Common
Stock have no right to cumulate their votes in the election of directors.

SELLING STOCKHOLDERS

The Shares are to be offered solely for the account of the Selling
Stockholders listed below. In addition, Selling Stockholders may include
certain unnamed non-affiliates, each of whom may sell, pursuant to this
prospectus, up to the lesser of 1,000 shares of Common Stock or 1% of the
shares of Common Stock issuable under the Plan. The following table sets forth
(i) the name of each Selling Stockholder, (ii) the position of each Selling
Stockholder with the Company, (iii) the number of shares of Common Stock owned
by each Selling Stockholder before and after the offering (assuming that all of
the shares offered hereby are sold) and (iv) the number of Shares being offered
by each Selling Stockholder named therein.

-19-
<PAGE> 22
<TABLE>
<CAPTION>
After the Offering
Number of Number of -----------------------
Shares Shares Number Percentage
Beneficially Being of of
Name Position Owned Offered Shares Class
---- -------- ----------- ------- ------ -----------
<S> <C> <C> <C> <C> <C>
George M. Britton Director 85,596 1,691 83,905 2.5%

David A. Lawson Director 241,078 1,691 239,387 7.2%

Christine B. Powaser Vice President, 11,209 3,382 7,827 *
Chief Financial Officer,
Secretary and Treasurer

Bethany J. Pimental Vice President of 6,556 3,800 2,756 *
Sales and Business
Development

Maurice J. Walker Former President, 73,017 16,909 56,108 1.7%
Chief Executive Officer
and Director
</TABLE>
------------
* Less than 1%

PLAN OF DISTRIBUTION

The Company has been advised that the Common Stock being offered
hereby may be sold by or on behalf of the Selling Stockholders through one or
more broker-dealers, through underwriters, or directly to investors pursuant to
this Prospectus or in transactions that are exempt from the requirements of
registration under the Securities Act, at a fixed price or prices which may be
changed from time to time, at market prices prevailing at the time of such
sale, at prices related to such market prices or at negotiated prices, and in
connection therewith distributors' or sellers' commissions may be paid or
allowed, which will not exceed those customary in the types of transactions
involved. Broker-dealers may act as agent for the Selling Stockholders, or may
purchase shares from the Selling Stockholders as principal and thereafter
resell such shares from time to time in or through one or more transactions or
distributions on the over-the-counter market or other exchanges on which the
Common Stock can be traded, in "special offerings," "fixed price

-20-
<PAGE> 23
offerings," "exchange distributions" or "secondary distributions" pursuant to
and in accordance with applicable rules, in private transactions or in some
combination of the foregoing.

Any such broker-dealer or underwriter may receive compensation from
the Selling Stockholders in the form of underwriting discounts or commissions
and may receive commissions from purchasers of the Common Stock for whom they
may act as agents. If any such broker-dealer purchases the shares of Common
Stock as principal, it may effect resales of such shares of Common Stock from
time to time to or through other broker-dealers, and such other broker-dealers
may receive compensation in the form of concessions or commissions from the
Selling Stockholders or purchasers of shares of Common Stock for whom they may
act as agents. The Company and the Selling Stockholders may agree to indemnify
any such broker-dealer or underwriter against certain civil liabilities,
including liabilities under the Securities Act.

Any underwriters, brokers, dealers and agents who participate in any
such sale may also be customers of, engage in transactions with, or perform
services for the Company or the Selling Stockholders in the ordinary course of
business.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

With respect to administration of the Plan, the Company is required to
indemnify each present and future member of the Board of Directors against, and
each member of the Board of Directors shall be entitled without further act on
the member's part to indemnity from the Company for all expenses (including
the amount of judgments and the amount of approved settlements made with a view
to the curtailment of costs of litigation, other than amounts paid to the
Company itself) reasonably incurred by him in connection with or arising out of
any action, suit or proceeding in which he may be involved by reason of his
being or having been a member of the Board of Directors, whether or not he
continues to be such member of the Board of Directors at the time of incurring
such expenses; provided, however, that such indemnity shall not include any
expenses incurred by any such member of the Board of Directors (i) in respect
of matters as to which he shall be finally adjudged in any such action, suit or
proceeding to have been guilty of gross negligence or willful misconduct in the
performance of his duty as such member of the Board of Directors; or (ii) in
respect of any matter in which any settlement is effected, to an amount in
excess of the amount approved by the Company on the advice of its legal
counsel; and provided further, that no right of indemnification under the
provisions set forth herein shall be available to or enforceable by any such
member of the Board of Directors unless, within sixty (60) days after
institution of any such action, suit or proceeding, the Director shall have
offered the Company, in writing, the opportunity to handle and defend same at
its own expense. The foregoing right of indemnification shall inure to the
benefit of the heirs, executors or administrators of each such member of the
Board of Directors and shall be

-21-
<PAGE> 24
in addition to all other rights to which such member of the Board of Directors
may be entitled as a matter of law, contract, or otherwise.

The Company's Certificate of Incorporation and Bylaws incorporate
substantially the provisions of the Delaware General Corporation Law providing
for indemnification of directors and officers of the Company against expenses,
judgments, fines, settlements and other amounts actually and reasonably
incurred in connection with any proceeding arising by reason of the fact that
such person is or was an officer or director of the Company or is or was
serving at the request of the Company as a director, officer or employee of
another corporation, partnership, joint venture, trust or other enterprise.

In the case of a derivative suit, an officer, employee or agent of the
Company shall be indemnified by the Company for reasonable expenses, including
attorneys' fees, if such person has acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
Company, except that no indemnification shall be made in the case of a
derivative suit in respect of any claim as to which an officer, employee or
agent has been adjudged to be liable to the Company unless that person is fairly
and reasonably entitled to indemnity for proper expenses. Expenses incurred in
defending a civil or criminal action, suit or proceeding shall be paid by the
Company in advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of the director, officer,
employee or agent to repay such amount if it shall ultimately be determined that
he is not entitled to be indemnified by the Company.

The Company has purchased liability insurance policies covering its
directors and officers to provide protection where the Company cannot legally
indemnify a director or officer based on an alleged breach of fiduciary duty or
other wrongful act.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the small business issuer pursuant to the foregoing
provisions, or otherwise, the small business issuer 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.

LEGAL MATTERS

The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Bracewell & Patterson, L.L.P., Houston, Texas.

-22-
<PAGE> 25
EXPERTS

The financial statements of Lark Technologies, Inc. appearing in Lark
Technologies, Inc.'s Annual Report (Form 10-KSB) for the year ended December
31, 1995, have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.

-23-
<PAGE> 26
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following materials previously filed by Lark Technologies, Inc.
(the "Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Exchange Act are incorporated herein by reference:

1. Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1995, as amended; and

2. Quarterly Report on Form 10-QSB for the quarter ended March
31, 1996.

All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement on Form S-8 (the
"Registration Statement"), which indicates that all the securities registered
hereunder have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated herein by reference and to be a part
hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein, or in any other subsequently filed document that is or is
deemed to be incorporated herein by reference, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4. DESCRIPTION OF THE SECURITIES.

-24-
<PAGE> 27
to 84,990 which are included in the 10,000,000 authorized shares of Common
Stock. Each share of Common Stock entitles the holder to an equal and ratable
right to receive dividends paid from the Company's assets legally available
therefor when, as and if declared by the Board of Directors. In the event of
dissolution, liquidation or winding up of the Company, the holders of Common
Stock are entitled to share equally or ratably in the assets available for
distribution after payments are made to the Company's creditors. The holders of
Common Stock have no preemptive rights or other rights to subscribe for
securities of the Company. Each share of Common Stock entitles the holder
thereof to one vote in elections for directors and all other matters submitted
to a vote of shareholders. The holders of Common Stock have no right to
cumulate their votes in the election of directors.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

With respect to administration of the Plan, the Company is required to
indemnify each present and future member of the Board of Directors against, and
each member of the Board of Directors shall be entitled without further act on
the member's part to indemnity from the Company for, all expenses (including
the amount of judgments and the amount of approved settlements made with a view
to the curtailment of costs of litigation, other than amounts paid to the
Company itself) reasonably incurred by him in connection with or arising out of
any action, suit or proceeding in which he may be involved by reason of his
being or having been a member of the Board of Directors, whether or not he
continues to be such member of the Board of Directors at the time of incurring
such expenses; provided, however, that such indemnity shall not include any
expenses incurred by any such member of the Board of Directors (i) in respect
of matters as to which he shall be finally adjudged in any such action, suit or
proceeding to have been guilty of gross negligence or willful misconduct in the
performance of his duty as such member of the Board of Directors; or (ii) in
respect of any matter in which any settlement is effected, to an amount in
excess of the amount approved by the Company on the advice of its legal
counsel; and provided further, that no right of indemnification under the
provisions set forth herein shall be available to or enforceable by any such
member of the Board of Directors unless, within sixty (60) days after
institution of any such action, suit or proceeding, the Director shall have
offered the Company, in writing, the opportunity to handle and defend same at
its own expense. The foregoing right of indemnification shall inure to the
benefit of the heirs, executors or administrators of each such member of the
Board of Directors and shall be in addition to all other rights to which such
member of the Board of Directors may be entitled as a matter of law, contract,
or otherwise.

-25-
<PAGE> 28
Company as a director, officer or employee of another corporation, partnership,
joint venture, trust or other enterprise.

ITEM 8. EXHIBITS.

4.1 The Company's 1990 Stock Option Plan (page 30).

4.2 The form of the Company's Stock Option Agreement (page 42).

4.3 The Certificate of Incorporation and Bylaws further defining the
rights of the security holders are incorporated by reference to
Exhibits 3.1 and 3.2 of Form SB-2, Registration Number 333-04688,
filed June 6, 1996.

5.1 The Opinion of Counsel regarding the legality of the securities being
registered (page 43).

23.1 The Consent of Bracewell & Patterson, L.L.P. is included in the
opinion as filed at Exhibit 5.1 of this Registration Statement.

23.2 The Consent of Ernst & Young, independent public accountants (page 45).

-26-
<PAGE> 29
ITEM 9. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which it offers or
sells securities, a post-effective amendment to this
registration statement to:

(i) Include any additional or changed material
information on the plan of distribution.

(2) For determining liability under the Securities Act of
1933, as amended, to treat each post-effective amendment as a new
registration statement of the securities offered, and the offering of
the securities at that time to be the initial bona fide offering.

(3) To file a post-effective amendment to remove from
registration any of the securities that remain unsold at the end of
the offering.

-27-
<PAGE> 30
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 or amendment to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Houston, State of
Texas, on the 25th day of July, 1996.

LARK TECHNOLOGIES, INC.
(Registrant)

By /s/ Vincent P. Kazmer
-----------------------------------------
Vincent P. Kazmer
President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment has been signed by the following persons in
the capacities indicated and on the 25th day of July, 1996.

<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Vincent P. Kazmer President , Chief Executive Officer
- ----------------------------- and Director
Vincent P. Kazmer

/s/ Christine Powaser Vice President and Chief Financial Officer,
- ----------------------------- Secretary and Treasurer
Christine Powaser

/s/ Stephen J. Banks Director
- -----------------------------
Stephen J. Banks

/s/ George M. Britton Director
- -----------------------------
George M. Britton

/s/ David A. Lawson Director
- -----------------------------
David A. Lawson

/s/ Frank Vazquez Director
- -----------------------------
Frank Vazquez

</TABLE>

(Constituting a majority of the Board of Directors)

-28-
<PAGE> 31

<TABLE>
EXHIBIT INDEX

<S> <C>

4.1 The Company's 1990 Stock Option Plan (page 30).

4.2 The form of the Company's Stock Option Agreement (page 42).

5.1 The Opinion of Counsel regarding the legality of the securities being
registered (page 43).

23.1 The Consent of Bracewell & Patterson, L.L.P. is included in the
opinion as filed at Exhibit 5.1 of this Registration Statement.

23.2 The Consent of Ernst & Young, independent public accountants (page 45).
</TABLE>

-29-

<PAGE> 1

EXHIBIT 4.1

<PAGE> 2
LARK SEQUENCING TECHNOLOGIES, INC.

1990 STOCK OPTION PLAN

1. Purpose. This 1990 Stock Option Plan of Lark Sequencing
Technologies, Inc. for directors, key employees and other employees of the
Company and independent contractors, consultants, and agents performing
services for the Company is intended to advance the best-interest of the
Company by providing those persons who have a substantial responsibility for
its growth with additional incentive and by increasing their proprietary
interest in the success of the Company--thereby encouraging them to continue
their employment or affiliation.

2. Definitions. As used herein the words and phrases next below
set out shall have the meaning next below attributed to them unless the context
in which any such word or phrase appears reasonably requires a broader,
narrower, or different meaning:

a. "Affiliate" shall mean any parent corporation and any
subsidiary corporation. The term "parent corporation" means any
corporation (other than the Company) in an unbroken chain of
corporations ending with the Company if, at the time of the granting
of the Option, each of the corporations other than the Company owns
stock possessing 50 percent or more of the total combined voting power
of all classes of stock in one of the other corporations in such
chain. The term "subsidiary corporation" means any corporation (other
than the Company) in an unbroken chain of corporations beginning with
the Company if, at the time of the granting of the Option, each of the
corporations other than the last corporation in the unbroken chain
owns stock possessing 50 percent or more of the total combined voting
power of all classes of stock in one of the other corporations in such
chain.

b. "Board of Directors" shall mean the board of
directors of the Company.

c. "Code" shall mean the Internal Revenue Code of 1986,
as amended.

d. "Company" shall mean Lark Sequencing Technologies,
Inc., a Delaware corporation.

e. "Fair Market Value" of the Stock as of any date shall
mean (i) the average of the high and low sale prices of the Stock on
such date on the principal securities exchange on which the Stock is
listed; or (ii) if the Stock is not listed on a securities exchange,
the average of the high and low sale prices of the Stock on such date
as reported on the NASDAQ National Market System; or (iii) if the
Stock is not listed on the NASDAQ

-30-
<PAGE> 3
National Market System, the average of the high and low bid quotations
for the Stock on such date as reported by the National Quotation
Bureau Incorporated; or (iv) if none of the foregoing is applicable,
as determined by the Board of Directors.

f. "Incentive Option" shall mean an Option granted
hereunder which is designated as such and satisfies the requirements
of section 422A of the Code.

g. "Nonqualified Option" shall mean an Option other than
an Incentive Option.

h. "Option" shall mean an option granted under the terms
of the Plan to purchase shares of Stock.

i. "Option Agreement" shall mean the written agreement
which sets forth the terms of an Option.

j. "Optionee" shall mean the person to whom an Option is
granted.

k. "Plan" shall mean the 1990 Stock Option Plan of Lark
Sequencing Technologies, Inc., as herein set forth and as hereafter
amended.

l. "Stock" shall mean the Common Stock of the Company,
$0.0001 par value.

m. "Ten-Percent Shareholder" shall mean an individual
who, at the time the Option is granted, owns stock possessing more
than 10 percent of the total combined voting power of all classes of
stock of the Company or of any Affiliate. For purposes of the
immediately preceding sentence, an individual shall be considered as
owning the stock owned, directly or indirectly, by or for his brothers
and sisters (whether by the whole or half blood), spouse, ancestors,
and lineal descendants; and stock owned, directly or indirectly by or
for a corporation, partnership, estate, or trust, shall be considered
as being owned proportionately by or for its shareholders, partners,
or beneficiaries.

3. Administration. The Plan shall be administered by the Board
of Directors; and all questions of interpretation and application of the Plan
or of Options shall be subject to the determination, which shall be final and
binding, of the Board of Directors. The Plan shall be administered in such a
manner as to permit the Options granted hereunder which are designated as such
to qualify as Incentive Options.

-31-
<PAGE> 4
4. Option Shares. The total amount of the Stock with respect to
which Options may be granted shall be 269,000 shares; provided, that such
aggregate number of shares shall be subject to adjustment in accordance with
the provisions of Paragraph 18 hereof. Such shares may be treasury shares or
authorized but unissued shares.

In the event that any outstanding Option for any reason shall expire
or terminate by reason of the death or severance of employment or affiliation
of the Optionee, the surrender of any such Option, or any other cause, the
shares of Stock allocable to the unexercised portion of such Option may again
be subject to an Option under the Plan.

5. Authority to Grant Options. The Board of Directors may grant
from time to time to such eligible individuals as it shall from time to time
determine an Option, or Options, to buy a stated number of shares of Stock
under the terms and conditions of the Plan. With respect to each Option, the
Board of Directors shall specify whether such Option shall constitute an
Incentive Option or a Nonqualified Option. Subject only to any applicable
limitations set forth elsewhere in the Plan, the number of shares of Stock to
be covered by any Option shall be as determined by the Board of Directors.

6. Eligibility. The individuals who shall be eligible to
receive Incentive Options shall be such key employees of the Company and
members of the Board of Directors but only if those members are key employees
of the Company who are performing services for the Company, as the Board of
Directors shall determine from time to time. The individuals who shall be
eligible for Nonqualified Options shall be such members of the Board of
Directors, key employees and other employees of the Company, and independent
contractors, consultants, and agents who perform services for the Company, as
the Board of Directors shall determine from time to time. Notwithstanding the
preceding provisions of this Paragraph, the Board of Directors may designate
one or more individuals who shall not be eligible to receive options under the
Plan or under other similar plans of the Company.

7. Option Price. The price at which shares may be purchased
pursuant to Incentive Options shall be not less than the greater of: (i) one
hundred percent of the Fair Market Value of the shares of Stock on the date the
Option is granted or (ii) the aggregate par value of such shares on the date
the Option is granted, and the Board of Directors in its discretion may provide
that the price at which shares may be so purchased shall be more than one
hundred percent of such Fair Market Value. In the case of any Ten-Percent
Shareholder, the price at which shares may be so purchased under an Incentive
Option shall be not less than 110 percent of the Fair Market Value of the Stock
on the date the Incentive Option is granted. The price at which shares may be
purchased pursuant to Nonqualified Options shall be the price determined by the
Board of Directors in its discretion so long as it is not less than the par
value of such shares on the date the Option is granted.

-32-
<PAGE> 5
8. Duration of Options. No Option shall be exercisable after the
expiration of ten years from the date such Option is granted. In the case of
any Ten-Percent Shareholder, no Incentive Option shall be exercisable after the
expiration of five years from the date such Incentive Option is granted.

9. Amount Exercisable. Each Option may be exercised so long as
it is valid and outstanding, from time to time, in part or as a whole, in such
manner and subject to such conditions, as the Board of Directors in its
discretion may provide in the Option Agreement. Notwithstanding the
immediately preceding sentence, the aggregate Fair Market Value (determined as
of the time an Incentive Option is granted) of the Stock with respect to which
such Incentive Option is exercisable for the first time by the Optionee during
any calendar year (under this Plan and any other incentive stock option plan(s)
of the Company or any Affiliate) shall not exceed $100,000.

10. Exercise of Options. Options shall be exercised by the
delivery of written notice to the Board of Directors setting forth the number
of shares with respect to which the Option is to be exercised and the address
to which the certificates representing shares of the Stock issuable upon the
exercise of such Option shall be mailed. In order to be effective, such
written notice shall be accompanied, at the time of its actual receipt by the
Board of Directors, by payment of the option price of such shares, which
payment shall be made by check in an amount equal to the option price of such
shares. Notwithstanding the immediately preceding sentence, if at the time of
actual receipt by the Board of Directors of such written notice, (i) the
Company has unrestricted earned surplus in an amount not less than the option
price of such shares, (ii) all accrued cumulative preferential dividends and
other current preferential dividends on all outstanding preferred stock of the
Company have been fully paid, (iii) the reacquisition by the Company of its own
shares of Stock for the purpose of enabling the Optionee to exercise such
Option is otherwise permitted by applicable law and without any vote or consent
of any shareholder of the Company, and (iv) there shall have been adopted, and
there is in full force and effect, a resolution of the Board of Directors
authorizing the reacquisition by the Company of its own shares of Stock for
such purpose, then such Optionee may deliver to the Board of Directors, in
payment of the option price of the shares with respect to which such Option is
exercised, (a) certificates registered in the name of such Optionee
representing a number of shares of Stock legally and beneficially owned by such
Optionee, free of all liens, claims and encumbrances of every kind, and having
a Fair Market Value on the date of actual receipt by the Board of Directors of
such written notice that is not greater than the option price of the shares
with respect to which such Option is to be exercised, such certificates to be
accompanied by stock powers duly endorsed in blank by the record holder of the
shares represented by such certificates, with the signature of such record
holder guaranteed by an institution acceptable to the Board of Directors, and
(b) if the option price of the shares with respect to which such Option is to
be exercised exceeds such Fair Market Value, a check payable to the order of
the Company in an amount equal to the amount of such excess. Notwithstanding
the foregoing provisions of this

-33-
<PAGE> 6
Paragraph 10, the Board of Directors, in its sole discretion, may refuse to
accept shares of Stock in payment of the option price of the shares with
respect to which such Option is to be exercised and, in that event, any
certificates representing shares of Stock which were delivered to the Board of
Directors with such written notice shall be returned to such Optionee together
with notice to such Optionee of the refusal of the Board of Directors to accept
such shares of Stock. If, within fourteen business days after the receipt by
such Optionee of such written notice, such Optionee shall not have delivered to
the Board of Directors a check in an amount equal to the option price of the
shares with respect to which such Option is to be exercised, such written
notice from the Optionee to the Board of Directors shall be ineffective to
exercise such Option. In its sole and absolute discretion, the Board of
Directors may require, as an additional condition to the issuance of Stock upon
exercise of an Option, that the Optionee furnish the Board of Directors with an
executed copy of a stock purchase agreement, in such form as may be required by
the Board of Directors, at the time notice of exercise is delivered to the
Company or within three business days after the proposed agreement is presented
to the Optionee, if later. As promptly as practicable after the receipt by the
Board of Directors of (i) such written notice from the Optionee setting forth
the number of shares with respect to which such Option is to be exercised, (ii)
payment of the option price of such shares in the form required by the
foregoing provisions of this Paragraph 10, and (iii) a fully executed stock
purchase agreement in the form required by the Board of Directors, if any is so
required, the Company shall cause to be delivered to such Optionee (or to a
specified escrow agent if so required under the terms of any applicable stock
purchase agreement) certificates representing the number of shares with respect
to which such Option has been so exercised, such certificates to be registered
in the name of such Optionee, provided that such delivery shall be considered
to have been made when such certificates shall have been mailed, postage
prepaid to such Optionee at the address specified for such purpose in such
written notice from the Optionee to the Board of Directors.

11. Transferability of Options. Options shall not be transferable
by the Optionee otherwise than by will or under the laws of descent and
distribution, and shall be exercisable, during his lifetime, only by him.

12. Termination of Employment or Affiliation of Optionee. Except
as otherwise expressly provided herein or in the Option Agreement, Incentive
Options shall terminate immediately upon severance of employment of the
Optionee from the Company for any reason, with or without cause, other than
death or retirement for age or disability under the then established rules of
the Company, and Nonqualified Options shall terminate immediately upon the
severance of employment or affiliation relationship between the Company and the
Optionee for any reason with or without cause other than death or retirement
for age or disability under the then established rules of the Company. Whether
authorized leave of absence or absence on military or government service shall
constitute severance of the employment or affiliation relationship between the
Company and the Optionee shall be determined by the Board of Directors at that
time.

-34-
<PAGE> 7
If, before the expiration of an Incentive Option, the Optionee shall
be retired in good standing from the employ of the Company because of his age
under the then established rules of the Company, the Incentive Option shall
terminate on the earlier of such date of expiration or one day less than three
months after his retirement. If before the expiration of a Nonqualified
Option, the Optionee shall sever his affiliation with the Company for age under
the then established rules of the Company, the Nonqualified Option shall
terminate on the earlier of such date of expiration or one day more than six
months after his severance of affiliation. In the event of retirement for age,
or severance of affiliation for age, as the case may be, the Optionee shall
have the right prior to the termination of the Option to exercise the Option to
the extent to which he was entitled to exercise it immediately prior to his
retirement or severance of affiliation for age, as the case may be.

If, before the expiration of an Incentive Option, the Optionee shall
be retired or severed from the employ of the Company for disability under the
then established rules of the Company, the Option shall terminate on the
earlier of such date of expiration or one day less than one year after the date
he retired or was severed because of disability. If, before the date of
expiration of a Nonqualified Option the Optionee shall be retired or severed
for disability or shall have his affiliation with the Company severed for
disability under the then established rules of the Company, the Option shall
terminate on the earlier of such date of expiration or one day less than one
year after the date of such severance. In the event that the Optionee shall be
retired or severed from the employ of the Company for disability under the then
established rules of the Company, or shall have his affiliation with the
Company severed for disability under the then established rules of the Company,
as the case may be, the Optionee shall have the right prior to the termination
of the Option to exercise the Option to the extent to which he was entitled to
exercise it immediately prior to his retirement or severance of employment or
affiliation for disability, as the case may be.

In the event of the death of a holder of an Incentive Option while in
the employ of the Company or during the period after the employee has retired
for age or disability or was severed for disability and before the date of
expiration of the Option, such Option will terminate on the earlier of the date
of expiration or one year following the date of his death. In the event of the
death of a holder of a Nonqualified Option while in the employ of, or
affiliated with, the Company or during the period that the Optionee had a right
to exercise the Option after retirement for age or disability or termination
for disability or his severance of affiliation because of disability or age and
before the date of expiration of the Option, the Option will terminate on the
earlier of the date of the expiration or one year following the date of such
death. After the death of the Optionee holding either an Incentive Option or a
Nonqualified Option, his executors, administrators or any persons to whom his
Option may be transferred by will or by the laws of descent and distribution
shall have the right, at any time prior to such termination, to exercise the
Option to the extent to which he was entitled to exercise it immediately prior
to the death.

-35-
<PAGE> 8
For the purpose of determining the employment relationship or other
affiliation between the Company and the Optionee, employment by or affiliation
with any Affiliate shall be considered employment by or affiliation with the
Company, as shall employment by or affiliation with a corporation issuing or
assuming a stock option in a transaction to which section 425(a) of the
Internal Revenue Code of 1986, as amended, applies, or by a parent corporation
or subsidiary corporation of such corporation issuing or assuming a stock
option (and for this purpose, the phrase "corporation issuing or assuming a
stock option" shall be substituted for the word "Company" in the definitions of
parent corporation and subsidiary corporation specified in Paragraph 2(a), and
the parent-subsidiary relationship shall be determined at the time of the
corporate action described in section 425(a)).

13. Requirements of Law. The Company shall not be required to
sell or issue any shares under any Option if the issuance of such shares shall
constitute or result in a violation by the Optionee or the Company of any
provision of any law, statute, or regulation of any governmental authority.
Specifically in connection with any applicable statute or regulation relating
to the registration of securities, upon exercise of any Option, the Company
shall not be required to issue such shares unless the Board of Directors has
received evidence satisfactory to it to the effect that the holder of such
Option will not transfer such shares except in accordance with applicable law,
including receipt of an opinion of counsel satisfactory to the Company to the
effect that any proposed transfer complies with applicable law. Any
determination in this connection by the Board of Directors shall be final,
binding and conclusive. The Company may, but shall in no event be obligated
to, register any shares covered hereby pursuant to applicable securities laws
of any country or political subdivision thereof. In the event the shares
issuable on exercise of an Option are not so registered, the Company may
imprint on the certificate evidencing such shares any legend that counsel for
the Company considers necessary or advisable to comply with applicable law.
The Company shall not be obligated to take any other affirmative action in
order to cause the exercise of an Option or the issuance of shares pursuant
thereto to comply with any law or regulation of any governmental authority.

14. No Rights as Stockholder. No Optionee shall have rights as a
Stockholder with respect to shares covered by his Option until the date of
issuance of a stock certificate for such shares: and, except as otherwise
provided in Paragraph 18 hereof, no adjustment for dividends, or otherwise,
shall be made if the record date therefor is prior to the date of issuance of
such certificate.

15. Employment or Affiliation Obligation. The granting of any
Option shall not impose upon the Company or Affiliate any obligation to employ
or become affiliated with, or continue to employ or be affiliated with, any
Optionee; and the right of the Company or any Affiliate to terminate the
employment or affiliation of any person shall not be diminished or affected by
reason of the fact that an Option has been granted to him.

-36-
<PAGE> 9
16. Forfeiture for Competition. Notwithstanding any other
provision of the Plan, the Board of Directors may provide in the Option
Agreement that if at any time during the term of an Option granted hereunder
the Board of Directors finds by a majority vote, after full consideration of
the facts presented on behalf of the Company and the Optionee, that such
Optionee, without the written consent of the Company, directly or indirectly
owns, operates, manages, controls or participates in the ownership, management,
operation or control of, or is employed by or is paid as a consultant or as an
independent contractor by a business which competes with the Company or any
Affiliate in the trade area served by the Company or any Affiliate at any time
during the term of the Option but prior to its exercise in full and in which
area the Optionee had performed services for the Company or any Affiliate while
employed by it, the Optionee shall forfeit all unexercised Options and all
exercised Options under which the Company has not yet delivered the
certificates. The preceding provisions of this Paragraph 16 shall not be
deemed to have been violated solely by reason of the Optionee's ownership of
stock or securities of any publicly owned corporation, provided that such
ownership does not result in effective control of such corporation, and
provided further that written notice of such ownership is given to the Board of
Directors within sixty (60) days after the later of (i) the date on which the
Optionee is notified of the award of an Option, or (ii) the date on which such
ownership is acquired.

17. Forfeiture for Dishonesty. Notwithstanding anything to the
contrary in the Plan, the Board of Directors may provide in the Option
Agreement that if the Board of Directors finds by a majority vote, after full
consideration of the facts presented on behalf of both the Company and the
Optionee, that the Optionee has been engaged in fraud, embezzlement, theft,
commission of a felony, or proven dishonesty in the course of his employment by
or affiliation with the Company or any Affiliate which damaged the Company or
any Affiliate, or for disclosing trade secrets of the Company or any Affiliate,
the Optionee shall forfeit all unexercised Options and all exercised Options
under which the Company has not yet delivered the certificates. The decision
of the Board of Directors as to the cause of an Optionee's discharge and the
damage done to the Company or any Affiliate shall be final. No decision of the
Board of Directors, however, shall affect the finality of the discharge of such
Optionee by the Company or any Affiliate in any manner.

18. Changes in the Company's Capital Structure. The existence of
outstanding Options shall not affect in any way the right or power of the
Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company's capital
structure or its business, or any merger or consolidation of the Company, or
any issue of bonds, debentures, preferred or prior preference stock ahead of or
affecting the Stock or the rights thereof, or the dissolution or liquidation of
the Company, or any sale or transfer of all or any part of its assets or
business, or any other corporate act or proceeding, whether of a similar
character or otherwise.

-37-
<PAGE> 10
If the Company shall effect a subdivision or consolidation of shares
or other capital re-adjustment, the payment of a stock dividend, or other
increase or reduction of the number of shares of the Stock outstanding, without
receiving compensation therefor in money, services or property, then (a) the
number, class, and per share price of shares of stock subject to outstanding
Options hereunder shall be appropriately adjusted in such a manner as to
entitle an Optionee to receive upon exercise of an Option, for the same
aggregate cash consideration, the same total number and class of shares as he
would have received had he exercised his Option in full immediately prior to
the event requiring the adjustment; and (b) the number and class of shares then
reserved for issuance under the Plan shall be adjusted by substituting for the
total number and class of shares of Stock then reserved that number and class
of shares of stock that would have been received by the owner of an equal
number of outstanding shares of each class of Stock as the result of the event
requiring the adjustment.

If the Company is merged or consolidated with another corporation or
if the Company is liquidated or sells or otherwise disposes of substantially
all its assets while unexercised Options remain outstanding under the Plan, (i)
subject to the provisions of clause (iii) below, after the effective date of
such merger, consolidation, liquidation, sale or other disposition, as the case
may be, each holder of an outstanding Option shall be entitled, upon exercise
of such Option, to receive, in lieu of shares of Common Stock, the number and
class or classes of shares of such stock or other securities or property to
which such holder would have been entitled if, immediately prior to such
merger, consolidation, liquidation, sale or other disposition, such holder had
been the holder of record of a number of shares of Common Stock equal to the
number of shares as to which such Option shall be so exercised; (ii) the Board
of Directors may waive any limitations set forth in or imposed pursuant to
Paragraph 9 hereof so that all Options, from and after a date prior to the
effective date of such merger, consolidation, liquidation, sale or other
disposition, as the case may be, specified by the Board of Directors, shall be
exercisable in full; and (iii) all outstanding Options may be canceled by the
Board of Directors as of the effective date of any such merger, consolidation,
liquidation, sale or other disposition, provided that (A) notice of such
cancellation shall be given to each holder of an Option and (B) each holder of
an Option shall have the right to exercise such Option in full (without regard
to any limitations set forth in or imposed pursuant to Paragraph 9 hereof)
during a period set by the Board of Directors preceding the effective date of
such merger, consolidation, liquidation, sale or other disposition and,
provided further, that in the event all outstanding Options may not be
exercised in full under applicable securities laws without registration of the
shares of Common Stock issuable on exercise of such Options, the Board of
Directors may limit the exercise of such Options to such number of shares of
Common Stock, if any, as may be issued without such registration, the method of
choosing which Options may be exercised and the number of shares of Common
Stock for which such Options may be exercised to be solely within the
discretion of the Board of Directors.

-38-
<PAGE> 11
Except as hereinbefore expressly provided, the issue by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, for cash or property, or for labor or services either upon direct
sale or upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof
shall be made with respect to, the number, class, or price of shares of Stock
then subject to outstanding Options.

19. Substitution Options. Options may be granted under this Plan
from time to time in substitution for stock options held by employees of other
corporations who are about to become employees of or affiliated with the
Company or any Affiliate as the result of a merger or consolidation of the
employing corporation with the Company or any Affiliate, or the acquisition by
the Company or any Affiliate of the assets of the employing corporation, or the
acquisition by the Company or any Affiliate of stock of the employing
corporation as the result of which it becomes an Affiliate of the Company. The
terms and conditions of the substitute Options so granted may vary from the
terms and conditions set forth in this Plan to such extent as the Board of
Directors of the Company at the time of grant may deem appropriate to conform,
in whole or in part, to the provisions of the stock options in substitution for
which they are granted.

20. Amendment or Termination of Plan. The Board of Directors may
modify, revise or terminate this Plan at any time and from time to time.
Notwithstanding the immediately preceding sentence, without the further
approval of the holders of at least a majority of the outstanding shares of
Stock or if the provisions of the corporate charter, by-laws or applicable
state law prescribes a greater degree of stockholder approval for this action,
without the degree of stockholder approval thus required, the Board of
Directors may not (a) change the aggregate number of shares which may be issued
under Options pursuant to the provisions of the Plan, (b) change the class of
individuals eligible to receive Options, (c) increase the aggregate fair market
value (determined at the time an Incentive Option is granted) of the Common
Stock with respect to which an Incentive Option is exercisable for the first
time by an Optionee during any calendar year (under this Plan and any other
incentive stock option plan(s) of the Company or any Affiliate) to an amount
greater than $100,000; and without the affirmative votes of the holders of a
majority of the securities of the Company present, or represented, and entitled
to vote at a meeting duly held in accordance with applicable laws, or the
written consent of the holders of a majority of the securities of the Company
entitled to vote, the Board of Directors may not materially increase the
benefits accruing to participants under the Plan. The Board shall have the
power to make such changes in the Plan and in the regulations and
administrative provisions hereunder or in any outstanding Incentive Option as
in the opinion of counsel for the Company may be necessary or appropriate from
time to time to enable any Incentive Option granted pursuant to the Plan to
qualify as an incentive stock option or such other stock option as may be
defined under the Code so as to receive preferential federal income tax
treatment.

-39-
<PAGE> 12
21. Tax Withholding. The Company or any Affiliate shall be
entitled to deduct from other compensation payable to each Optionee any sums
required by federal, state, or local tax law to be withheld with respect to the
grant or exercise of an Option; but, in the alternative, the Company may
require the Optionee (or other person exercising the Option) to pay such sums
directly to the employer corporation. If the Optionee (or other person
exercising the Option) is required to pay such sums directly, payment in cash
or by check of such sums for taxes shall be delivered within 10 days after the
date of exercise. The Company shall not be obligated to issue shares to the
Optionee (or such other person) upon exercise of any Option until such payment
has been received, unless withholding (or offset against a cash payment) as of
or prior to the date of such exercise is sufficient to cover all such sums due
with respect to such exercise. The Company shall not be obligated to advise an
Optionee of the existence of the tax or the amount which the employer
corporation will be so required to withhold.

22. Written Agreement. Each Option granted hereunder shall be
embodied in a written Option Agreement, which shall be subject to the terms and
conditions prescribed above and shall be signed by the Optionee and by the
President or any Vice President of the Company for and in the name and on
behalf of the Company. Such an Option Agreement shall contain such other
provisions as the Board of Directors in its discretion shall deem advisable.

23. Indemnification of the Board of Directors. With respect to
administration of the Plan, the Company shall indemnify each present and future
member of the Board of Directors against, and each member of the Board of
Directors shall be entitled without further act on his part to indemnity from
the Company for, all expenses (including the amount of judgments and the amount
of approved settlements made with a view to the curtailment of costs of
litigation, other than amounts paid to the Company itself) reasonably incurred
by him in connection with or arising out of any action, suit, or proceeding in
which he may be involved by reason of his being or having been a member of the
Board of Directors, whether or not he continues to be such member of the Board
of Directors at the time of incurring such expenses; provided, however, that
such indemnity shall not include any expenses incurred by any such member of
the Board of Directors (i) in respect of matters as to which he shall be
finally adjudged in any such action, suit or proceeding to have been guilty of
gross negligence or willful misconduct in the performance of his duty as such
member of the Board of Directors, or (ii) in respect of any matter in which any
settlement is effected, to an amount in excess of the amount approved by the
Company on the advice of its legal counsel; and provided further, that no right
of indemnification under the provisions set forth herein shall be available to
or enforceable by any such member of the Board of Directors unless, within
sixty (60) days after institution of any such action, suit or proceeding, he
shall have offered the Company, in writing, the opportunity to handle and
defend same at its own expense. The foregoing right of indemnification shall
inure to the benefit of the heirs, executors or administrators of each such
member of the Board of Directors

-40-
<PAGE> 13
and shall be in addition to all other rights to which such member of the Board
of Directors may be entitled as a matter of law, contract, or otherwise.

24. Effective Date of Plan. The Plan shall become effective and
shall be deemed to have been adopted on May 4, 1990, if within one year of that
date it shall have been approved by the holders of at least a majority of the
outstanding shares of voting stock of the Company voting in person or by proxy
at a duly held stockholders' meeting, or if the provisions of the corporate
character, by-laws or applicable state law prescribes a greater degree of
stockholder approval for this action, the approval by the holders of that
percentage, at a duly held meeting of stockholders. No Option shall be granted
pursuant to the Plan after May 4, 2000.

-41-

<PAGE> 1

EXHIBIT 4.2

<PAGE> 2
LARK SEQUENCING TECHNOLOGIES, INC.

1990 STOCK OPTION PLAN
INCENTIVE STOCK OPTION AGREEMENT

Under the terms and conditions of the Lark Sequencing Technologies,
Inc. 1990 Stock Option Plan (the "Plan") sponsored by Lark Sequencing
Technologies, Inc., a Delaware corporation (the "Company"), a copy of which is
attached hereto and incorporated herein by reference, the Company hereby grants
to _______________________________________________, the option to purchase
__________________ shares of the Company's Common Stock, at the price of
$__________________________ per share, subject to adjustment as provided in the
Plan.

This option shall be for a term commencing on the date hereof and
ending ________________________, 20____. Further, this option shall terminate
on the earlier of such expiration date or one day less than three months
following the severance of the employment relationship between the Company and
the optionee for any reason, for or without cause, other than the death or
permanent and total disability of the optionee in which case this option shall
terminate on the earlier of such expiration date or one day less than one year
following the death or total and permanent disability of the optionee. It is
intended that the option hereby granted shall constitute an "incentive" stock
option within the meaning of Section 422A of the Internal Revenue Code of 1986,
as amended.

This option shall be exercisable at the following rate and in the
following manner:

50% of the shares subject to this option shall vest on the date hereof
and the remaining 1/12 of the remaining amount on a monthly basis
thereafter for each month during which said individual continues to
perform services to the Corporation and agrees to be bound by all the
terms and conditions of the Plan.

Granted the _____ day of ________________________________, 19____.

LARK SEQUENCING TECHNOLOGIES, INC.

___________________________________
Title: President

I hereby acknowledge receipt of a Copy of the above referenced Plan
and the attached Incentive Stock Option Agreement.

ACCEPTED:

_____________________________________
Optionee

-42-

<PAGE> 1

EXHIBIT 5.1

<PAGE> 2
July 25, 1996

Lark Technologies, Inc.
9545 Katy Freeway, Suite 465
Houston, Texas 77024

Ladies and Gentlemen:

We have represented Lark Technologies, Inc. (the "Company") in connection with
its Registration Statement on Form S-8 (the "Registration Statement"), relating
to the offering of shares of the Company's common stock, par value $0.001 per
share (the "Common Stock") pursuant to the Company's 1990 Stock Option Plan, as
amended (the "Plan").

In connection therewith, we have examined, among other things, the Certificate
of Incorporation and the By-laws of the Company, as amended, the corporate
proceedings taken to date with respect to the authorization of the Plan, the
authorization, issuance and sale of the Common Stock pursuant thereto, forms of
the Option Agreements to be executed between the Company and the employees to
be named therein and such other documents and records as we have deemed
necessary and relevant for purposes hereof. In addition, we have relied on
certificates and telegrams of public officials as to certain matters of fact
relating to the opinion contained herein and have made such investigations of
law as we have deemed necessary and relevant as a basis hereof. We have
assumed the genuineness of all signatures, the authenticity of all documents
and records submitted to us as originals, the conformity to authentic original
documents and records of all documents and records submitted to us as copies,
and the truthfulness of all statements of fact contained therein. Moreover, we
have assumed the due authorization, execution and delivery of all instruments
and documents by all parties thereto other than the Company, and the legality,
validity, binding effect on and enforceability against all such parties of such
instruments and documents.

Based upon the foregoing and subject to the limitations, qualifications and
assumptions set forth herein, and having due regard for such legal
considerations as we deem relevant, we are of the opinion that:

1. The Company is a corporation duly incorporated and validly
existing under the laws of the State of Delaware; and

2. The issuance of the Common Stock to be issued by the Company
pursuant to the Plan has been duly authorized, and (subject to
the Registration Statement becoming effective and any
applicable Blue Sky laws being complied with) upon the
issuance

-43-
<PAGE> 3
Lark Technologies, Inc.
July 17, 1996
Page 2

and delivery thereof in accordance with the terms of the applicable
Option Agreement and as set forth in the Registration Statement, upon
the receipt by the Company of the purchase price thereof, the Common
Stock will be validly issued, fully paid, and nonassessable.

The opinion set forth above is limited in all respects to the laws of the State
of Texas, the General Corporation Law of the State of Delaware and the relevant
law of the United States of America, and we render no opinion with respect to
the law of any other jurisdiction.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. By giving such consent we do not admit that we are
experts with respect to any part of the Registration Statement, including this
exhibit, within the meaning of the term "expert" as used in the Securities Act
of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission issued thereunder.

Very truly yours,

Bracewell & Patterson, L.L.P.

-44-

<PAGE> 1

EXHIBIT 23.2

<PAGE> 2

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) pertaining to the Lark Sequencing
Technologies, Inc. 1990 Stock Option Plan and to the incorporation by reference
therein of our report dated March 5, 1996 (except for Note 7 as to which the
date is April 13, 1996), with respect to the financial statements of Lark
Technologies, Inc. included in its Annual Report (Form 10-KSB) for the year
ended December 31, 1996, filed with the Securities and Exchange Commission.

ERNST & YOUNG LLP

Houston, Texas
July 25, 1996

-45-