-----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, Uemn0BK0/7vwzwgq9c9rIK5HGAqtAZcEc6icFnUeQg/SwI7zbb2JFw6Dthz5k+yP nxHPVaUHjI52+Fo+3JTcCQ== 0000719598-97-000011.txt : 19970918 0000719598-97-000011.hdr.sgml : 19970918 ACCESSION NUMBER: 0000719598-97-000011 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: 333-35631 FILM NUMBER: 97680667 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. 1997 Outside Directors 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, 300,000 $9.06 $2,718,000.00 $823.64 par value shares $.01 per share - ----------- -------------- ------------------ ------------------ ------------ (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. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information The information required by Item 1 is omitted from this Registration Statement in accordance with the Note to Part I of Form S-8. Item 2. Registrant Information and Employee Plan Annual Information The information required by Item 2 is omitted from this Registration Statement in accordance with the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The Registrant incorporates by reference in this Registration Statement the following documents which the Registrant has filed with the Securities and Exchange Commission (the "Commission"): (a) the Annual Report on Form 10-K which the Registrant filed for the fiscal year ended March 31, 1997; (b) the Quarterly Report on Form 10-Q which the Registrant filed for the quarterly period ended June 30, 1997; (c) the Current Report on Form 8-K, dated April 21, 1997, which the Registrant filed on May 12, 1997; and (d) the description of the Registrant's Common Stock, par value $.01 per share, contained in the Registration Statement on Form 8-A which the Registrant filed on July 9, 1984 (Registration No. 2-83721), together with any amendment or report that the Registrant may file for the purpose of updating this description. All documents that the Registrant files with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the filing of this Registration Statement but prior to the filing of a post-effective amendment (1) which indicates that all of the shares of the Registrant's Common Stock covered by this Registration Statement (the "Shares") have been sold or (2) which deregisters all of the Shares then remaining unsold, shall be deemed to be incorporated by reference in and to be part of this Registration Statement from their respective dates of filing. Any statement in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded to the extent that a statement in this Registration Statement, or in any document filed after the filing of this Registration Statement which is deemed to be incorporated by reference in this Registration Statement, modifies or supersedes the earlier statement. The earlier statement shall be deemed to be incorporated in this Registration Statement only as so modified or superseded. Item 4. Description of Securities This item is not applicable. 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 6. Indemnification of Directors and Officers Section 145 of the Delaware General Corporation Law provides generally that a person sued as a director, officer, employee or agent of a corporation may be indemnified by the corporation in non-derivative suits for expenses (including attorneys' fees), judgments, fines and amounts paid in settlement if he or she acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the corporation's best interests. In the case of criminal actions and proceedings, the person must also not have had reasonable cause to believe that his or her conduct was unlawful. Indemnification of expenses is also authorized in stockholder derivative actions if the person acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the corporation's best interests and if he or she has not been found liable to the corporation. Even in this latter instance, the court may determine that in view of all of the circumstances the person is entitled to indemnification for such expenses as the court deems proper. A person sued as a director, officer, employee or agent of a corporation who has been successful in defense of the action must be indemnified by the corporation against his or her expenses. Article 11 of the Registrant's certificate of incorporation, as amended, requires the Registrant to indemnify its directors, officers, employees and agents to the maximum extent permitted by Delaware law. Article 11 also requires the Registrant to advance the litigation expenses of a director or officer upon receipt of his or her written undertaking to repay all amounts advanced if it is ultimately determined that he or she is not entitled to indemnification. Section 102(b)(7) of the Delaware General Corporation Law permits a Delaware corporation to include a provision in its certificate of incorporation eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of the director's duly of care. Such a provision may not eliminate or limit the liability of a director for breaching his or her duty of loyalty, failing to act in good faith, engaging in intentional misconduct or knowingly violating a law, declaring an illegal dividend or approving an illegal stock repurchase, or obtaining an improper personal benefit. Article 10 of the Registrant's certificate of incorporation, as amended, eliminates the personal liability of the Registrant's directors to the fullest extent permitted by Delaware law. Through directors' and officers' liability insurance which the Registrant maintains, the Registrant's directors and officers are also insured against actual liabilities, including liabilities under the federal securities laws, for acts or omissions related to the conduct of their duties. Item 7. Exemption from Registration Claimed This item is not applicable. Item 8. Exhibits 4.1 Molecular Biosystems, Inc. 1997 Outside Directors 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 7). Item 9. Undertakings Rule 415 Offering The Registrant undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (a) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act"); (b) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and (c) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that undertakings (1)(a) and (1)(b) shall not apply if the information required to be included in a post-effective amendment by those undertakings is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") which are incorporated by reference in this Registration Statement; (2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and Filings Incorporating Subsequent Exchange Act Documents by Reference The Registrant undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act which is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Commission Position on Indemnification Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the Delaware General Corporation Law or the Registrant's certificate of incorporation, as amended, as described in Item 6, or otherwise permitted, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the Shares, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 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 Molecular Biosystems, Inc. 1997 Outside Directors Stock Option Plan 9 5.1 Opinion of Johnson and Colmar 14 23.1 Consent of Arthur Andersen LLP 16 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 6) - EX-4 2 EXHIBIT 4.1 Exhibit 4.1 MOLECULAR BIOSYSTEMS, INC. 1997 OUTSIDE DIRECTORS STOCK OPTION PLAN Article 1 PURPOSE AND EFFECTIVE DATE 1.1 Purpose. The purpose of the Plan is to permit the Company to grant stock options to its outside directors to reward them for their efforts on the Company's behalf and to provide an additional incentive to contribute to the attainment of the Company's long-term plans and objectives. 1.2 Effective Date. The Plan shall become effective if and when approved by the Company's shareholders at the 1997 Annual Meeting of Shareholders. 1.3 Term. The Plan shall have a term of 10 years expiring on the tenth anniversary of its effective date. No Option may be granted under the Plan after its expiration. Article 2 DEFINITIONS 2.1 Annual Meeting means the annual meeting of the Company's shareholders. 2.2 Board means the Company's Board of Directors. If the Board delegates its authority to administer the Plan to a committee of the Board in accordance with Article 4, references to the "Board" shall be construed as references to the committee. 2.3 Common Stock means shares of the Company's common stock, $.01 par value. 2.4 Company means Molecular Biosystems, Inc., a Delaware corporation. 2.5 Director means a director of the Company. 2.6 Expiration Date is defined in Paragraph 5.3. 2.7 Grant Date is defined in Paragraph 5.1. 2.8 Officer means: (i) the Company's Chairman of the Board and Chief Executive Officer; (ii) the Company's President and Chief Operating Officer; (iii) any Vice President of the Company; and (iv) any other person who is considered an "officer" of the Company for purposes of Rule 16a-1(f) under the Securities Exchange Act of 1934. 2.9 Option is defined in Paragraph 5.1. 2.10 Option Agreement is defined in Paragraph 5.6. 2.11 Outside Director means a Director who is neither an Officer nor an employee of the Company or any corporation in which the Company owns stock possessing at least 50% of the total combined voting power of all classes of stock. 2.12 Plan means this stock option plan, as it may be amended. The name of the Plan is the "Molecular Biosystems, Inc. 1997 Outside Directors Stock Option Plan." Article 3 TYPE AND NUMBER OF OPTIONS 3.1 Type of Options. The Options granted under this Plan are nonstatutory stock options. 3.2 Maximum Number of Options. The maximum number of shares of Common Stock for which Options may be granted is 300,000 (subject to adjustment as provided in Paragraph 7.1). If any Option expires unexercised or is surrendered prior to the Plan's expiration, the number of Underlying Shares in respect of the Option shall be added back to the number of shares of Common Stock for which Options may be granted under the Plan. The Underlying Shares to be delivered upon the exercise of an Option may be either authorized but unissued shares or issued shares reacquired by the Company (or any combination of the two). Article 4 ADMINISTRATION The Plan shall be administered by the Board. Subject to the express provisions of the Plan, the Board may interpret the Plan, adopt and revise policies and procedures to administer the Plan, and make all determinations required for the Plan's administration. The actions of the Board shall be final and binding. The Board may delegate its authority to its Executive Committee or to another committee appointed by the Board consisting of at least two Directors. Article 5 STOCK OPTIONS 5.1 Option Grants. (a) Annual Grant. On the last business day in March of each year (beginning with March 1997) (the "Grant Date"), the Company shall grant each incumbent Outside Director who was elected at the preceding Annual Meeting an option for 6,500 shares of Common Stock (an "Option"). No Option shall be granted to an incumbent Outside Director who was not elected at the preceding Annual Meeting but was subsequently elected or appointed by the Board to fill a vacancy. (b) Discretionary Grant. The Board shall have the authority to grant options to an Outside Director in amounts greater than the annual grant to that Outside Director set forth in the preceding subparagraph, provided that no Outside Director shall be entitled to receive Options for more than 21,500 shares of Common Stock in any fiscal year. The date on which the Board acts to grant any such options shall be the Grant Date. 5.2 Exercise Price. The exercise price of each Option shall be the closing price of the Company's Common Stock on the New York Stock Exchange on the Grant Date (or on the last trading day preceding the Grant Date if it is not a trading day). 5.3 Term. Each Option shall have a 10-year term expiring on the tenth anniversary of the Grant Date (the "Expiration Date") (subject to early expiration as provided in Paragraph 5.4). The Board shall determine (i) whether each Option shall be exercisable in full at one time or in installments at different times and (ii) the time or times at which the Option or installments shall become exercisable. No Option or installment shall be exercisable prior to the first anniversary of the Grant Date, except as its exercisability is accelerated by the Board. The Board may accelerate the exercisability of any Option or installment at any time. 5.4 Death of Outside Director. The failure of the Outside Director to whom an Option was granted to remain an Outside Director shall not cause the Option to expire or otherwise terminate; but in the event of the death of the Outside Director (whether or not he or she is then an incumbent Director), the Option shall expire on the earlier of (i) the first anniversary of the Outside Director's death or (ii) the Option's Expiration Date. 5.5 Transferability. No Option may be transferred, assigned or pledged (whether by operation of law or otherwise), except as provided by will or the applicable intestacy laws, and no Option shall be subject to execution, attachment or similar process. An Option or Installment may be exercised only by Outside Director to whom it was granted, except in the case of his or her death, when it may be exercised by the person or persons to whom it passes by will or inheritance. 5.6 Option Agreements. Each Option shall be evidenced by a written agreement (an "Option Agreement"), in a form approved by the Board, entered into by the Company and the Outside Director to whom the Option is granted. Article 6 EXERCISE OF OPTIONS 6.1 Manner of Exercise. An exercisable Option may be exercised in full or in part (but only in respect of a whole number of shares) by (i) written notice to the Board (or its designee) stating the number of shares of Common Stock in respect of which the Option is being exercised and (ii) full payment of the exercise price of those shares. 6.2 Payment of Exercise Price. Payment of the exercise price of an Option shall be made by certified or bank cashier's check or by wire transfer of immediately available funds or, if permitted by the Board (either in the applicable Option Agreement or at the time of exercise): (i) by delivering shares of Common Stock having a fair market value on the date of exercise equal to the exercise price; (ii) by directing the Company to withhold, from the shares of Common Stock otherwise issuable upon exercise of the Option, shares of Common Stock having a fair market value on the date of exercise equal to the exercise price; (iii) by surrendering exercisable Options which have a fair market value on the date of exercise equal to the exercise price (measuring the fair market value of the Options surrendered by the excess of (y) the aggregate fair market value on the date of exercise of the shares of Common Stock issuable upon exercise of the Option over (z) the aggregate exercise price); (iv) by any combination of the preceding methods of payment; or (v) by any other method of payment authorized by the Board. For purposes of this Paragraph and Paragraph 6.3), "fair market value" shall be determined by the closing price of shares of the Company's Common Stock on the date in question (or on the last trading day preceding the date in question if it is not a trading day). 6.3 Withholding. Each Outside Director exercising an Option shall remit to the Company an amount sufficient to satisfy the Company's federal, state and local withholding tax obligation in connection with the exercise. Payment shall be made by certified or bank cashier's check or by wire transfer of immediately available funds or, if permitted by the Board (either in the applicable Option Agreement or at the time of exercise), by either one or both of the following methods: (i) by delivering shares of Common Stock having a fair market value on the date of exercise equal to the Company's withholding obligation; or (ii) by directing the Company to withhold, from the shares of Common Stock otherwise issuable upon exercise of the Option, shares of Common Stock having a fair market value on the date of exercise equal to the Company's withholding obligation. Article 7 MISCELLANEOUS PROVISIONS 7.1 Capitalization Adjustments. The aggregate number of shares of Common Stock for which Options may be granted under the Plan, the aggregate number of Underlying Shares in respect of each outstanding Option, and the exercise price of each such Option may be adjusted by the Board as it considers appropriate in the event of changes in the number of outstanding shares of Common Stock by reason of stock dividends, stock splits, recapitalizations, reorganizations and the like. Adjustments under this Paragraph 7.1 shall be made in the Board's discretion, and its decisions shall be final and binding. 7.2 Amendment and Termination. The Board may amend, suspend or terminate the Plan at any time; but except to comply with changes in the Internal Revenue Code of 1986 and the related regulation, the Board may not amend the Plan more once every six months to change: (i) the number of shares of Common Stock for which Options may be granted under the Plan; (ii) the benefits under the Plan; or (iii) the eligibility requirements of the Plan. The Company's shareholders shall be required to approve any such amendment (other than an amendment authorized under Paragraph 7.1) that would materially increase the number of shares, materially increase the benefits or materially change the eligibility requirements. If the Plan is terminated, the provisions of the Plan shall continue to apply to Options granted prior to termination, and no amendment, suspension or termination of the Plan shall adversely affect the rights of an Outside Director in respect of any Option held without his or her consent. 7.3 Compliance with Section 16(b). The Plan shall be interpreted and administered in a manner that satisfies the applicable requirements of Rule 16b-3 under the Securities Exchange Act so that Outside Directors will be entitled to the benefits of Rule 16b-3. 7.4 No Right To Nomination. Nothing in the Plan or in any Option Agreement shall confer on any Outside Director the right to continue to be nominated for election as a Director. 7.5 Notices. Notices required or permitted under the Plan shall be considered to have been duly given if sent by certified or registered mail addressed to the Board at the Company's principal office or to any Outside Director at his or her address as it appears on the Company's records. 7.6 Severability. If any provision of the Plan is held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions, and the Plan shall be construed and administered as if the illegal or invalid provision had not been included. 7.7 Governing Law. The Plan and all Option Agreements shall be governed in accordance with the laws of the State of California. 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 - 1997 Outside Directors 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 300,000 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. 1997 Outside Directors Stock Option Plan (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-----