-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PzOBkqgWCw+gIu4oaOoSuW+J04xWFsjL1DfyAQfvpRXNV7BRtZ9TqPMk1YyUfz5B K+jieUcq5/y65Nxl8l5k8A== 0000719598-97-000012.txt : 19970918 0000719598-97-000012.hdr.sgml : 19970918 ACCESSION NUMBER: 0000719598-97-000012 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970915 EFFECTIVENESS DATE: 19970915 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOLECULAR BIOSYSTEMS INC CENTRAL INDEX KEY: 0000719598 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 363078632 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-35633 FILM NUMBER: 97680669 BUSINESS ADDRESS: STREET 1: 10030 BARNES CANYON RD CITY: SAN DIEGO STATE: CA ZIP: 92121-2789 BUSINESS PHONE: 6198242200 MAIL ADDRESS: STREET 1: 10030 BARNES CANYON ROAD CITY: SAN DIEGO STATE: CA ZIP: 92121 S-8 1 FORM S-8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM S-8 Registration Statement under the Securities Act of 1933 -------------------- MOLECULAR BIOSYSTEMS, INC. (Exact name of Registrant as specified in its charter) Delaware 36-3078632 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 10030 Barnes Canyon Road San Diego, California 92121 (Address of principal executive offices) Molecular Biosystems, Inc. 1993 Stock Option Plan (Full title of the plan) Bobba Venkatadri President and Chief Executive Officer Molecular Biosystems, Inc. 10030 Barnes Canyon Road San Diego, California 92121 (619) 452-0681 (Name, address, including zip code, and telephone number, including area code, of agent for service) - ------------- ------------ --------------- ----------------- --------------- Title of Amount To Be Proposed Maximum Proposed Maximum Amount of Securities Registered Offering Price Aggregate Registration To Be Per Share(1) Offering Fee(1) Registered Price(1) - ------------- ------------ --------------- ----------------- --------------- - ------------- ------------ --------------- ----------------- --------------- Common Stock, par value 750,000 $.01 per share shares $9.06 $6,795,000.00 $2,059.09 - ------------- ------------ --------------- ----------------- --------------- (1) Computed pursuant to Rule 457(c), in accordance with Rule 457(h)(1), on the basis of the average of the high and low sales prices of a share of the Registrant's Common Stock reported on the New York Stock Exchange, Inc. on September 2, 1997. INCORPORATION OF EARLIER REGISTRATION STATEMENT This Registration Statement on Form S-8 is filed in respect of 750,000 shares of the Registrant's Common Stock, par value $.01 per share, issuable upon the exercise of options granted or to be granted under the Molecular Biosystems, Inc. 1993 Stock Option Plan (the "Plan"). An earlier Registration Statement on Form S-8, Registration No. 33-78572, is effective in respect of 2,500,000 shares of the Registrant's Common Stock issuable upon the exercise of options granted or to be granted under the Plan. In accordance with General Instruction E ("Registration of Additional Securities") to Form S-8, the contents of this earlier Registration Statement are incorporated by reference. The Registrant's response to Item 5 in the earlier Registration Statement is, however, updated as follows: Item 5. Interests of Named Experts and Counsel The legality of the Shares is being passed upon for the Registrant by Johnson and Colmar, 300 South Wacker Drive, Suite 1000, Chicago, Illinois 60606, who serve as the Registrant's outside general counsel. Craig P. Colmar, who is a partner of Johnson and Colmar, is also the Company's Secretary. Mr. Colmar owns of record and beneficially 1,000 shares of Common Stock, and other partners of Johnson and Colmar own of record and beneficially a further 1,200 shares. In addition, Mr. Colmar holds options to purchase 35,750 shares of the Registrant's Common Stock. These stock options were granted at option prices equal to the fair market value of the Registrant's Common Stock on the dates of grant. Item 8. Exhibits 4.1 First Amendment to Molecular Biosystems, Inc. 1993 Stock Option Plan 5.1 Opinion of Johnson and Colmar 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Johnson and Colmar (filed as part of Exhibit 5.1) 24.1 Power of attorney (included under the caption "Power of Attorney" on page 3). 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on September 8, 1997. Molecular Biosystems, Inc. By: /s/ BOBBA VENKATADRI Bobba Venkatadri President and Chief Executive Officer Power of Attorney Each person whose signature appears below who is then an officer or director of the Registrant authorizes Bobba Venkatadri and Gerard A. Wills, or either of them, with full power of substitution and resubstitution, to sign in his name and to file any amendments (including post-effective amendments) to this Registration Statement) and all related documents necessary or advisable to enable the Registrant to comply with the Securities Act of 1933, as amended, in connection with the registration of the securities which are covered by this Registration Statement, which amendments may make such changes in this Registration Statement (as it may be so amended) as Bobba Venkatadri or Gerard A. Wills or either of them, may deem appropriate, and to do and perform all other related acts and things necessary to be done. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Name Title Date /s/ BOBBA VENKATADRI President, Chief Executive September 8, 1997 Bobba Venkatadri Officer and a Director (Principal Executive Officer) /s/ GERARD A. WILLS Vice President, Finance and Chief September 8, 1997 Gerard A. Wills Financial Officer (Principal Financial and Accounting Officer) /s/ KENNETH J. WIDDER, M.D Chairman of the September 8, 1997 Kenneth J. Widder, M.D. Board of Directors /s/ DAVID W. BARRY, M.D. Director September 8, 1997 David W. Barry, M.D. /s/ ROBERT W. BRIGHTFELT Director September 8, 1997 Robert W. Brightfelt /s/ CHARLES C. EDWARDS, M.D. Director September 8, 1997 Charles C. Edwards, M.D. /s/ JERRY T. JACKSON Director September 8, 1997 Jerry T. Jackson /s/ GORDON C. LUCE Director September 8, 1997 Gordon C. Luce /s/ DAVID RUBINFIEN Director September 8, 1997 David Rubinfien Index to Exhibits Exhibit Description Sequentially Number Numbered Page 4.1 First Amendment to Molecular Biosystems, Inc. 1993 Stock Option Plan 6 5.1 Opinion of Johnson and Colmar 7 23.1 Consent of Arthur Andersen LLP 9 23.2 Consent of Johnson and Colmar (filed as part of Exhibit 5.1) - 24.1 Power of Attorney (included under the caption "Power of Attorney" on page 3) - EX-4 2 EXHIBIT 4.1 Exhibit 4.1 First Amendment to Molecular Biosystems, Inc. 1993 Stock Option Plan The first sentence of Paragraph 3.2 ("Maximum Number of Options") of the Molecular Biosystems, Inc. 1993 Stock Option Plan is amended to read as follows: The maximum number of shares of Common Stock for which Options may be granted is 3,250,000 (subject to adjustment as provided in Paragraph 8.1). EX-5 3 EXHIBIT 5.1 Exhibit 5.1 [Letterhead] September 8, 1997 Board of Directors Molecular Biosystems, Inc. 10030 Barnes Canyon Road San Diego, California 92121 Re: Registration Statement on Form S-8 - 1993 Stock Option Plan Gentlemen: We have acted as counsel to Molecular Biosystems, Inc. (the "Company") in connection with the preparation and filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the "Registration Statement") for the registration under the Securities Act of 1933, as amended, of an additional 750,000 shares of the Company's Common Stock, par value $.01 per share (the "Shares"), to be issued upon the exercise of options granted or to be granted under the Molecular Biosystems, Inc. 1993 Stock Option Plan, as amended by a First Amendment (as amended, the "Plan"). As such counsel, we have examined the Plan, the Registration Statement, the Company's certificate of incorporation and by-laws, each as amended to date, minutes of meetings and records of proceedings of the Company's Board of Directors and stockholders, and such other matters of fact and questions of law as we have considered necessary to form the basis of our opinion. In the course of this examination, we have assumed the genuineness of all signatures, the authenticity of all documents and certificates submitted to us as originals by representatives of the Company, public officials and third parties, and the conformity to and authenticity of the originals of all documents and certificates submitted to us as copies. Board of Directors September 8, 1997 Page Two On the basis of our examination, we are of the opinion that the Company has duly authorized and reserved the Shares for issuance upon the exercise of options granted or to be granted under the Plan and that, when issued upon the exercise and in accordance with the terms of options granted or to be granted under the Plan (including, but not limited to, the terms of payment of the option price), the Shares will be will be validly issued, fully paid and non-assessable. We consent to the use of our opinion as an exhibit to the Registration Statement. Very truly yours, /s/ JOHNSON AND COLMAR Johnson and Colmar EX-23 4 EXHIBIT 23.1 Exhibit 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated May 6, 1997 included in Molecular Biosystems, Inc.'s Form 10-K for the year ended March 31, 1997 and to all references to our Firm included in this registration statement. Arthur Andersen LLP San Diego, California September 12, 1997 -----END PRIVACY-ENHANCED MESSAGE-----