S-8 1 a2124449zs-8.htm S-8
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As filed with the Securities and Exchange Commission on December 10, 2003

Registration No. 333-            



UNITED STATES
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
(State or other jurisdiction of
incorporation or organization)
  33-0288606
(I.R.S. Employer
Identification No.)

11030 Roselle Street
San Diego, California

(Address of Principal Executive Offices)

 

92121
(Zip Code)

AMENDED AND RESTATED BIOSITE INCORPORATED 2002 NONQUALIFIED STOCK INCENTIVE PLAN
(Full title of the plan)

Copies to:

Kim D. Blickenstaff
President and Chief Executive Officer
Biosite Incorporated
11030 Roselle Street
San Diego, California 92121 (858) 455-4808
  Frederick T. Muto, Esq.
Cooley Godward LLP
4401 Eastgate Mall
San Diego, California 92121-1909
(858) 550-6000
(Name, address and telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE


Title of Each Class of Securities To Be Registered
  Amount To Be Registered(1)
  Proposed Maximum Offering Price Per Share
  Proposed Maximum Aggregate Offering Price
  Amount of Registration Fee

Common Stock, $.01 par value, including related Series A Participating Preferred Stock Purchase Rights   108,175 shares(2)   $25.23(4)   $2,729,255.25(4)   $220.80

Common Stock, $.01 par value, including related Series A Participating Preferred Stock Purchase Rights   9,100 shares(2)   $25.39(4)   $231,049.00(4)   $18.69

Common Stock, $.01 par value, including related Series A Participating Preferred Stock Purchase Rights   20,800 shares(2)   $25.51(4)   $530,608.00(4)   $42.93

Common Stock, $.01 par value, including related Series A Participating Preferred Stock Purchase Rights   6,825 shares(2)   $26.85(4)   $183,251.25(4)   $14.83

Common Stock, $.01 par value, including related Series A Participating Preferred Stock Purchase Rights   355,100 shares(3)   $25.06(5)   $8,898,806.00(5)   $719.91

(1)
Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration Statement also registers any additional shares of Registrant's Common Stock that become issuable under the plans by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Registrant's Common Stock.

(2)
Represents shares reserved for issuance under stock options granted under the Amended and Restated Biosite Incorporated 2002 Nonqualified Stock Incentive Plan.

(3)
Represents shares reserved for issuance for future grants under the Amended and Restated Biosite Incorporated 2002 Nonqualified Stock Incentive Plan.

(4)
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h)(1) under the Securities Act of 1933. The price per share and aggregate offering price are based upon the actual exercise price for the stock options.

(5)
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h)(1) under the Securities Act of 1933. The price per share and aggregate offering price are based upon the average of the high and low prices of Registrant's Common Stock on December 8, 2003, as reported on the Nasdaq National Market.

        This 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

        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 Statement filed with the Securities and Exchange Commission on November 26, 2002 (File No. 333-101477) is incorporated by reference in this Registration Statement.

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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 December 8, 2003.

    BIOSITE INCORPORATED

 

 

By

/s/  
KIM D. BLICKENSTAFF      
Kim D. Blickenstaff
President and Chief Executive Officer

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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 true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his 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 might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his 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      
Kim D. Blickenstaff
  President, Chief Executive Officer and Director (Principal Executive Officer)   December 8, 2003

/s/  
CHRISTOPHER J. TWOMEY      
Christopher J. Twomey

 

Vice President, Finance and Chief Financial Officer (Principal Financial and Accounting Officer)

 

December 8, 2003

/s/  
TIMOTHY J. WOLLAEGER      
Timothy J. Wollaeger

 

Chairman of the Board of Directors

 

December 8, 2003

/s/  
KENNETH F. BUECHLER, PH.D.      
Kenneth F. Buechler, Ph.D.

 

Director

 

December 8, 2003


Anthony DeMaria, M.D.

 

Director

 

December     , 2003

/s/  
HOWARD E. GREENE, JR.      
Howard E. Greene, Jr.

 

Director

 

December 8, 2003

/s/  
LONNIE M. SMITH      
Lonnie M. Smith

 

Director

 

December 8, 2003

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EXHIBITS

Exhibit
Number

  Exhibit
4.1 (1) Specimen Common Stock Certificate with rights legend.
5.1   Opinion of Cooley Godward LLP.
10.33   Amended and Restated Biosite Incorporated 2002 Nonqualified Stock Incentive Plan.
23.1   Consent of Ernst & Young LLP.
23.2   Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1   Power of Attorney. Reference is made to page 4.

(1)
Incorporated by reference to the exhibit of the same number to Registrant's Registration Statement on Form S-1 (File No. 333-17657).

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INFORMATION REQUIRED PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8
SIGNATURES
POWER OF ATTORNEY
EXHIBITS