-----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, QkFGoEypkPfmSnsWh6vyUBfg60E/gLi8yzlJvZ7J5gPDGnujXP2TOg71D91UmQQx 8u6MfPZLFQqVpPALSOfW/g== 0001047469-99-028203.txt : 19990722 0001047469-99-028203.hdr.sgml : 19990722 ACCESSION NUMBER: 0001047469-99-028203 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990721 EFFECTIVENESS DATE: 19990721 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIOSITE DIAGNOSTICS INC CENTRAL INDEX KEY: 0000834306 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 330288606 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-83429 FILM NUMBER: 99668259 BUSINESS ADDRESS: STREET 1: 11030 ROSELLE ST CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6194554808 MAIL ADDRESS: STREET 1: 11030 ROSELLE ST CITY: SAN DIEGO STATE: CA ZIP: 92121 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on July 20, 1999. Registration No. 333- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BIOSITE DIAGNOSTICS 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 (Zip Code) Executive Offices) AMENDED AND RESTATED 1996 STOCK INCENTIVE PLAN OF BIOSITE DIAGNOSTICS INCORPORATED - -------------------------------------------------------------------------------- (Full title of the plans) Copy to: KIM D. BLICKENSTAFF THOMAS E. SPARKS, JR. Biosite Diagnostics Incorporated Pillsbury Madison & Sutro LLP 11030 Roselle Street P.O. Box 7880 San Diego, California 92121 San Francisco, CA 94120-7880 (619) 455-4808 (415) 983-1000 ----------------------------- ------------------------------ (Name, address and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------- Title of Amount Proposed Maximum Proposed Amount of Securities To To Be Offering Price Maximum Aggregate Registration Be Registered Registered(1) per Share(2) Offering Price(2) Fee - ------------------------------------------------------------------------------------------------------- Common Stock, 1,000,000 shares $8.633 $8,632,800 $2,399.92 par value $.01 - -------------------------------------------------------------------------------------------------------
(1) Calculated pursuant to General Instruction E to Form S-8. (2) Estimated solely for the purpose of computing the registration fee pursuant to Rule 457, upon the average of the high and low sales prices as reported on the Nasdaq National Market on July 15, 1999. ----------------- 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 to increase 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 May 9, 1997, (File No. 333-26763) and July 23, 1998 (File No. 333-59705) are hereby incorporated by reference. Incorporation of Documents by Reference The following documents filed by Registrant with the Securities and Exchange Commission are incorporated by reference in this Registration Statement: (1) Registrant's Annual Report on Form 10-K (File No. 000-21873) for the fiscal year ended December 31, 1998, which contains, among other things, the consolidated financial statements of Registrant and certain supplementary data for the fiscal year ended December 31, 1998 together with the report thereon of Ernst & Young LLP, independent public accountants. (2) Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999. (3) The description of Registrant's common stock contained in Registrant's Registration Statement on Form 8-A filed February 10, 1997. (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 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 July 19, 1999. BIOSITE DIAGNOSTICS INCORPORATED By /s/ KIM D. BLICKENSTAFF ------------------------------------ Kim D. Blickenstaff President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN 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, 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: /s/ KIM D. BLICKENSTAFF President, Chief Executive Officer July 19, 1999 - --------------------------------- (Principal Executive Officer) and Director Kim D. Blickenstaff /s/ CHRISTOPHER J. TWOMEY Vice President and Chief Financial Officer July 19, 1999 - --------------------------------- (Principal Financial Officer and Accounting Christopher J. Twomey Officer) /s/ TIMOTHY J. WOLLAEGER Chairman of the Board July 19, 1999 - --------------------------------- Timothy J. Wollaeger /s/ ANTHONY DEMARIA, M.D. Director July 19, 1999 - --------------------------------- Anthony DeMaria, M.D. /s/ HOWARD E. GREENE, JR. Director July 19, 1999 - --------------------------------- Howard E. Greene, Jr. /s/ LONNIE M. SMITH Director July 19, 1999 - --------------------------------- Lonnie M. Smith /s/ GUNARS E. VALKIRS, PH.D. Director July 19, 1999 - --------------------------------- Gunars E. Valkirs, Ph.D.
-3- INDEX TO EXHIBITS
Exhibit Sequentially Number Exhibit Numbered Page - ------ ------- ------------- 5.1 Opinion regarding legality of securities to be offered 10.1(1) Amended and Restated 1996 Stock Incentive Plan of Biosite Diagnostics Incorporated 23.1 Consent of Ernst & Young LLP, Independent Auditors 23.2 Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1) 24.1 Power of Attorney (see page 3)
- ----------------- (1) Incorporated by reference to Exhibit A of the Registrant's Definitive Proxy Statement filed with the Securities and Exchange Commission on April 23, 1999 (File No. 000-21873) -4- EX-5.1 2 EXHIBIT 5.1 EXHIBIT 5.1 PILLSBURY MADISON & SUTRO LLP P.O. BOX 7880 SAN FRANCISCO, CA 94120 Tel: (415) 983-1000 Fax: (415) 983-1200 July 15, 1999 Biosite Diagnostics Incorporated 11030 Roselle Street San Diego, CA 92121 Re: Registration Statement on Form S-8 Gentlemen: With reference to the Registration Statement on Form S-8 to be filed by Biosite Diagnostics Incorporated, a Delaware corporation (the "Company"), with the Securities and Exchange Commission under the Securities Act of 1933, relating to 1,000,000 shares of the Company's Common Stock issuable pursuant to the Amended and Restated 1996 Stock Incentive Plan of the Company (the "1996 Plan"), it is our opinion that such shares of the Common Stock of the Company, when issued and sold in accordance with the 1996 Plan will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion with the Securities and Exchange Commission as Exhibit 5.1 to the Registration Statement. Very truly yours, /s/ PILLSBURY MADISON & SUTRO LLP EX-23.1 3 EXHIBIT 23.1 Exhibit 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Amended and Restated 1996 Stock Incentive Plan of Biosite Diagnostics Incorporated of our report dated February 11, 1999, except for Note 10, as to which the date is March 29, 1999, with respect to the financial statements of Biosite Diagnostics Incorporated included in its Annual Report (Form 10-K) for the year ended December 31, 1998 as filed with the Securities and Exchange Commission. ERNST & YOUNG LLP San Diego, California July 20, 1999 -----END PRIVACY-ENHANCED MESSAGE-----