S-8 1 a2052552zs-8.txt S-8 As filed with the Securities and Exchange Commission on June 22, 2001 Registration No. 333-____________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 -------------------- BIOSITE INCORPORATED ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 33-0288606 ----------------------------------------- ---------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 11030 Roselle Street SAN DIEGO, CALIFORNIA 92121 --------------------- ---------------- (Address of Principal Executive Offices) (Zip Code) AMENDED AND RESTATED 1996 STOCK INCENTIVE PLAN OF BIOSITE INCORPORATED -------------------------------------- (FULL TITLE OF THE PLAN) Copy to: Kim D. Blickenstaff THOMAS E. SPARKS, JR. President and Chief Executive Officer Pillsbury Winthrop LLP Biosite Incorporated 50 Fremont Street 11030 Roselle Street San Francisco, CA 94105 San Diego, California 92121 (415) 983-1000 (858) 597-4815 -------------------- -------------------- (Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE ============================================================================================================================== Proposed Proposed Maximum Title of Securities To Amount To Be Maximum Offering Aggregate Offering Amount of Be Registered Registered (1)(2) Price Per Share (3) Price (3) Registration Fee -------------------------- ------------------- ----------------------- ------------------------ ------------------------ Common Stock, 1,000,000 shares $39.85 $39,850,000.00 $9,962.50 value $.01 par ==============================================================================================================================
(1) Calculated pursuant to General Instruction E to Form S-8. (2) Pursuant to Rule 416(a) under the Securities Act, this registration statement also includes an indeterminate number of additional shares which may be offered and issued in connection with any stock splits, stock dividends or similar transactions. (3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457, upon the average of the high and low prices as reported on the Nasdaq National Market on June 15, 2001. The Registration Statement shall become effective upon filing in accordance with Rule 462 under the Securities Act of 1933. INFORMATION REQUIRED PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8 GENERAL INSTRUCTION E INFORMATION This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plan is effective. Registrant's Form S-8 Registration Statements filed with the Securities and Exchange Commission ("SEC") on May 9, 1997 (File No. 333-26763), July 23, 1998 (File No. 333-59705) and July 21, 1999 (File No. 333-83429) are hereby incorporated by reference. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed by Registrant with the Securities and Exchange Commission are incorporated by reference in this Registration Statement: (1) Annual Report on Form 10-K (File No. 000-21873) for the fiscal year ended December 31, 2000, which contains, among other things, the consolidated financial statements and schedule of the Registrant for the fiscal year ended December 31, 2000 together with the report thereon of Ernst & Young LLP, independent auditors; (2) Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001; (3) The description of the Registrant's common stock contained in Registrant's Registration Statement on Form 8-A filed with the SEC on February 10, 1997; and (4) The description of the Preferred Stock Purchase Rights for Series A Participating Preferred Stock, par value $.01 per share, of the Registrant contained in the Registrant's Registration Statement on Form 8-A filed October 28, 1997. In addition, all documents subsequently filed by Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. -2- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 June 22, 2001. BIOSITE INCORPORATED By /s/ Kim D. Blickenstaff ------------------------------------- Kim D. Blickenstaff President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kim D. Blickenstaff and Christopher J. Twomey, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated:
Signature Title Date --------- ----- ---- /s/ Kim D. Blickenstaff President, Chief Executive Officer June 20, 2001 --------------------------------------- and Director (Principal Executive Kim D. Blickenstaff Officer) /s/ Christopher J. Twomey Vice President, Chief Financial June 18, 2001 --------------------------------------- Officer (Principal Financial and Christopher J. Twomey Accounting Officer) Chairman of the Board of Directors June , 2001 --------------------------------------- Timothy J. Wollaeger Director June , 2001 --------------------------------------- Anthony DeMaria, M.D. /s/ Howard E. Greene, Jr. Director June 22, 2001 --------------------------------------- Howard E. Greene, Jr.
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Signature Title Date --------- ----- ---- /s/ Lonnie M. Smith Director June 18, 2001 --------------------------------------- Lonnie M. Smith /s/ Gunars E. Valkirs Director June 18, 2001 --------------------------------------- Gunars E. Valkirs, Ph.D
-4- INDEX TO EXHIBITS Exhibit Number Exhibit ------ ------------------------------------------------------------- 5.1 Opinion regarding legality of securities to be offered. 10.1 Amended and Restated 1996 Stock Incentive Plan of Biosite Incorporated. 23.1 Consent of Ernst & Young LLP, Independent Auditors. 23.3 Consent of Pillsbury Winthrop LLP (included in Exhibit 5.1). 24.1 Power of Attorney (see page 3).