-----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, F7TfLf98X073d5KpB+xD9B/M8lk0GuVoHrLuuxdApnn/V1VC0tsv3CBYxdc4ofi/ WzlrgVTjp1Ch82vFitI9JQ== 0000927016-97-002765.txt : 19971030 0000927016-97-002765.hdr.sgml : 19971030 ACCESSION NUMBER: 0000927016-97-002765 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19971029 EFFECTIVENESS DATE: 19971029 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PERSEPTIVE BIOSYSTEMS INC CENTRAL INDEX KEY: 0000859640 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 042987616 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-38989 FILM NUMBER: 97703003 BUSINESS ADDRESS: STREET 1: 500 OLD CONNECTICUT PATH CITY: FRAMINGHAM STATE: MA ZIP: 01701 BUSINESS PHONE: 5083837700 MAIL ADDRESS: STREET 1: 500 OLD CONNECTICUT PATH CITY: FRAMINGHAM STATE: MA ZIP: 01701 S-8 1 FORM S-8 =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PerSeptive Biosystems, Inc. (Exact name of registrant as specified in its charter) Delaware 04-2987616 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 500 Old Connecticut Path, Framingham, MA 01701 (Address of Principal Executive Offices) (Zip Code) ____________________ 1997 Non-Qualified Stock Option Plan (Full title of the plan) ____________________ Noubar B. Afeyan Chief Executive Officer PerSeptive Biosystems, Inc. 500 Old Connecticut Path, Framingham, MA 01701 (Name and address of agent for service) (508) 383-7700 (Telephone number, including area code, of agent for service) ____________________ Copy to: Samuel P. Hunt III, Esq. PerSeptive Biosystems, Inc. 500 Old Connecticut Path, Framingham, MA 01701 (508) 383-7700 ================================================================================ CALCULATION OF REGISTRATION FEE
Proposed Proposed maximum maximum Title of Amount offering aggregate Amount of securities to to be price offering registration be registered registered per share price fee - ------------------ -------------- ------------ -------------- ------------ Common Stock 10,000 shares $ 6.5000(1) $ 65,000.00(1) $ 19.70 (Par Value $.01) 244,198 shares $ 7.125(1) $1,739,910.75(1) $527.25 50,000 shares $ 7.9375(1) $ 396,875.00(1) $120.27 45,800 shares $10.250(1) $ 469,450.00(1) $142.26 2 shares $10.75(2) $ 21.50(2) $ .01 Total 350,000 shares $2,671,257.25 $809.49
================================================================================ (1) Such shares are issuable upon exercise of outstanding options with fixed exercise prices. Pursuant to Rule 457(h), the aggregate offering price and the fee have been computed upon the basis of the price at which such options may be exercised. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) based on the average of the high and low prices reported on the Nasdaq National Market on October 28, 1997. ================================================================================ This Registration Statement registers additional securities of the same class as other securities for which Registration Statement No. 333-23773 on Form S-8 as filed with the Securities and Exchange Commission on March 21, 1997 relating to the PerSeptive Biosystems, Inc. 1997 Non-Qualified Stock Option Plan is effective. Pursuant to General Instruction E, the contents of the above- listed Registration Statement is hereby incorporated by reference. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits. -------- Exhibit No. Description of Exhibit ----------- ---------------------- *4.1 1997 Non-Qualified Stock Option Plan of the Registrant, as amended on August 21, 1997. *5.1 Opinion of Testa, Hurwitz & Thibeault, LLP. *23.1 Consent of Coopers & Lybrand L.L.P. *23.2 Consent of Price Waterhouse LLP. *23.3 Consent of Testa, Hurwitz & Thibeault, LLP (contained in its opinion as Exhibit 5.1). *24.1 Power of Attorney (contained in the signature page of this Registration Statement). 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 Framingham and the Commonwealth of Massachusetts, on this 29th day of October, 1997. PERSEPTIVE BIOSYSTEMS, INC. By: /s/ Noubar B. Afeyan ---------------------- Noubar B. Afeyan Chief Executive Officer We, the undersigned officers and directors of PerSeptive Biosystems, Inc. hereby severally constitute and appoint Noubar B. Afeyan, John F. Smith and Thomas G. Ruane, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Registration Statement on Form S-8 filed herewith and any and all amendments (including post-effective amendments) to said Registration Statement, and generally to do all things in our names and on our behalf in our capacities as officers and directors to enable PerSeptive Biosystems, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Registration Statement and all amendments thereto. 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 Capacity Date --------- -------- ---- /s/ Noubar B. Afeyan Chief Executive October 29, 1997 - -------------------- Noubar B. Afeyan Officer (Principal Executive Officer), Director and Chairman of the Board of Directors /s/ John F. Smith President and Director October 29, 1997 - -------------------- John F. Smith
/s/ Thomas G. Ruane Senior Vice President and Chief October 29, 1997 - ------------------- Finnancial Officer Thomas G. Ruane (Principal Financial and Accounting Officer) /s/ Edwin M. Kania, Jr Director October 29, 1997 - ---------------------- Edwin M. Kania, Jr. /s/ Daniel I.C. Wang Director October 29, 1997 - -------------------- Daniel I.C. Wang /s/ William F. Pounds Director October 29, 1997 - --------------------- William F. Pounds /s/ Bruce J. Ryan Director October 29, 1997 - ----------------- Bruce J. Ryan
EXHIBIT INDEX ------------- Exhibit Description of Exhibit ------- ---------------------- *4.1 1997 Non-Qualified Stock Option Plan of the Registrant, as amended on August 21, 1996. *5.1 Opinion of Testa, Hurwitz & Thibeault, LLP. *23.1 Consent of Coopers & Lybrand L.L.P. *23.2 Consent of Price Waterhouse LLP. *23.3 Consent of Testa, Hurwitz & Thibeault, LLP (contained in its opinion as Exhibit 5.1). *24.1 Power of Attorney (contained in the signature page of this Registration Statement). ___________________ * Filed herewith. EX-4.1 2 NON QUALIFIED STOCK OPTION PLAN EXHIBIT 4.1 ----------- (As Amended, August 21, 1997) PERSEPTIVE BIOSYSTEMS, INC. 1997 NON-QUALIFIED STOCK OPTION PLAN ------------------------------------ 1. PURPOSE. This 1997 Non-Qualified Stock Option Plan (the "Plan") is ------- intended to provide incentives to employees, consultants and certain new officers of PerSeptive Biosystems, Inc. (the "Company"), and of any present or future parent or subsidiaries of the Company (collectively, "Related Corporations") by providing them with opportunities to purchase stock in the Company pursuant to options ("Non-Qualified Options" or "Options") granted hereunder which do not qualify as "incentive stock options" ("ISOs") under Section 422(b) of the Internal Revenue Code of 1986, as amended (the "Code"). The Plan is not intended to provide Option grants to any person who is an officer or director of the Company or Related Corporations, unless such grant is an inducement essential to such person's entering into one or more employment agreements with the Company as a new employee. As used herein, the terms "parent" and "subsidiary" mean "parent corporation" and "subsidiary corporation," respectively, as those terms are defined in Section 424 of the Code. 2. ADMINISTRATION OF THE PLAN. --------------------------- A. BOARD OR COMMITTEE ADMINISTRATION. The Plan shall be administered --------------------------------- by the Board of Directors of the Company (the "Board"), or by a committee appointed by the Board (the "Committee"). Hereinafter, all references in this Plan to the "Committee" shall mean the Board if no Committee has been appointed. Subject to ratification of the grant or authorization of each Option by the Board (if so required by applicable state law), and subject to the terms of the Plan, the Committee shall have the authority to (i) determine to whom, from among the class of individuals and entities eligible under paragraph 3 to receive Options, Options may be granted; (ii) determine the time or times at which Options shall be granted; (iii) determine the option price of shares subject to each Option, which price shall not be less than the minimum price specified in paragraph 6; (iv) determine (subject to paragraph 7) the time or times when each Option shall become exercisable and the duration of the exercise period; (v) determine whether restrictions such as repurchase options are to be imposed on shares subject to Options and the nature of such restrictions, if any, and (vi) interpret the Plan and prescribe and rescind rules and regulations relating to it. The Committee shall take whatever actions it deems necessary, under Section 422 of the Code and the regulations promulgated thereunder, to ensure that no Option issued hereunder is treated as an ISO. The interpretation and construction by the Committee of any provisions of the Plan or of any Option granted under it shall be final unless otherwise determined by the Board. The Committee may from time to time adopt such rules and regulations for carrying out the Plan as it may deem advisable. No member of the Board or the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Option granted under it. B. COMMITTEE ACTIONS. The Committee may select one of its members as ----------------- its chairman, and shall hold meetings at such time and places as it may determine. A majority of the Committee shall constitute a quorum and acts by a majority of the members of the Committee, or acts reduced to or approved in writing by a majority of the members of the Committee (if consistent with applicable state law), shall constitute the valid acts of the Committee. From time to time the Board may increase the size of the Committee and appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies however caused, or remove all members of the Committee and thereafter directly administer the Plan. 3. ELIGIBLE EMPLOYEES AND OTHERS. Non-Qualified Options may be granted to: ----------------------------- (a) any employee or consultant of the Company or any Related Corporation who has not been an officer of the Company prior to the date of such grant; or (b) any new officer of the Company, if such grant is an inducement essential to the individuals entering into one or more employment agreements with the Company as a new employee. No Options may be granted to any other person under the Plan. The Committee may take into consideration a recipient's individual circumstances in determining whether to grant an Option. The granting of any Option to any individual or entity shall neither entitle such grantee to, nor disqualify such grantee from, participation in any other grant of Options. 4. STOCK. The stock subject to Options shall be authorized but unissued ----- shares of Common Stock of the Company, par value $ .01 per share (the "Common Stock"), or shares of Common Stock reacquired by the Company in any manner. The aggregate number of shares which may be issued pursuant to the Plan is 550,000, subject to adjustment as provided in paragraph 13. If any Option granted under the Plan shall expire or terminate for any reason without having been exercised in full or shall cease for any reason to be exercisable in whole or in part or shall be repurchased by the Company, the unissued shares of Common Stock subject to such Option shall again be available for grants of Options under the Plan. For purposes of the foregoing sentence, shares withheld from the Option exercise to pay the exercise price and/or tax consequences of the exercise shall be deemed to have been issued. 5. GRANTING OF OPTIONS. Options may be granted under the Plan at any time ------------------- on or after May 15, 1996 and prior to March 5, 2007. The date of grant of an Option under the Plan will be the date specified by the Committee at the time it grants the Option; provided, however, that such date shall not be prior to the date on which the Committee acts to approve the grant. 6. MINIMUM OPTION PRICE. The exercise price per share specified in the -------------------- agreement relating to each Option granted under the Plan (the "Agreement"), may be less than the fair market value of the Common Stock of the Company on the date of grant, but shall in no event be less than the minimum legal consideration required therefor under the laws of Delaware or the laws of any jurisdiction in which the Company or its successors in interest may be organized. -2- 7. OPTION DURATION. Subject to earlier termination as provided in --------------- paragraphs 9 and 10 or as specified in the Agreement relating to such Option, each Option shall expire on the date specified by the Committee, but not more than ten years and one day from the date of grant. 8. EXERCISE OF OPTION. Subject to the provisions of paragraphs 9 through ------------------ 12, each Option granted under the Plan shall be exercisable as follows: A. VESTING. The Option shall either be fully exercisable on the date ------- of grant or shall become exercisable thereafter in such installments as the Committee may specify. B. FULL VESTING OF INSTALLMENTS. Once an installment becomes ---------------------------- exercisable it shall remain exercisable until expiration or termination of the Option, unless otherwise specified by the Committee. C. PARTIAL EXERCISE. Each Option or installment may be exercised at ---------------- any time or from time to time, in whole or in part, for up to the total number of shares with respect to which it is then exercisable. D. ACCELERATION OF VESTING. The Committee shall have the right to ----------------------- accelerate the date that any installment of any Option becomes exercisable. 9. TERMINATION OF BUSINESS RELATIONSHIP. Each Option may provide that it ------------------------------------ shall terminate before its stated expiration date, upon terms specified by the Committee, if the optionee ceases to be an employee or consultant of the Company, of any Related Corporation, or of the Company and all Related Corporations (any such relationship hereinafter referred to as a "Business Relationship with the Company"). Nothing in the Plan or any Option granted hereunder shall be deemed to give any optionee the right to continue his or her Business Relationship with the Company for any period of time. 10. DEATH; DISABILITY. ----------------- A. DEATH. Unless otherwise specified by the Committee, if an ----- optionee's Business Relationship with the Company terminates by reason of death, his or her Option may be exercised, to the extent of the number of shares with respect to which such optionee could have exercised it on the date of such optionee's death, by such optionee's estate, personal representative or beneficiary who has acquired the Option by will or by the laws of descent and distribution, at any time prior to the earlier of the specified expiration date of the Option or 180 days from the date of death. B. DISABILITY. Unless otherwise specified by the Committee, if an ---------- optionee's Business Relationship with the Company terminates by reason of such optionee's disability, such optionee shall have the right to exercise his or her Option, to the extent of the number of shares with respect to which such optionee could otherwise have exercised it on the date his or her Business Relationship with the Company terminated, at any time prior to the earlier of the specified expiration date of the Option or 180 days from the date of the -3- termination of the optionee's Business Relationship with the Company. For the purposes of the Plan, the term "disability" shall mean "permanent and total disability" as defined in Section 22(e)(3) of the Code or any successor statute. 11. ASSIGNABILITY. No Option shall be assignable or transferable by the ------------- optionee except by will or by the laws of descent and distribution, and during the lifetime of the optionee each Option shall be exercisable only by the optionee. 12. TERMS AND CONDITIONS OF OPTIONS. Options shall be evidenced by ------------------------------- instruments (which need not be identical) in such forms as the Committee may from time to time approve. Such instruments shall conform to the terms and conditions set forth in paragraphs 6 through 11 hereof and may contain such other provisions as the Committee deems advisable which are not inconsistent with the Plan, including restrictions applicable to shares of Common Stock issuable upon exercise of Options. The Committee may specify that any Option shall be subject to the restrictions set forth herein or, consistent with paragraphs 7, 9 and 10 to such other or additional termination and cancellation provisions as the Committee may determine. The Committee may from time to time confer authority and responsibility on one or more of its own members and/or one or more officers of the Company to execute and deliver such instruments. The proper officers of the Company are authorized and directed to take any and all action necessary or advisable from time to time to carry out the terms of such instruments. 13. ADJUSTMENTS. Upon the occurrence of any of the following events, an ----------- optionee's rights with respect to Options granted to such optionee hereunder shall be adjusted as hereinafter provided, unless otherwise specifically provided in the written agreement between the optionee and the Company relating to such Option: A. STOCK DIVIDENDS AND STOCK SPLITS. If the shares of Common Stock -------------------------------- shall be subdivided or combined into a greater or smaller number of shares or if the Company shall issue any shares of Common Stock as a stock dividend on its outstanding Common Stock, the number of shares of Common Stock deliverable upon the exercise of Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the purchase price per share to reflect such subdivision, combination or stock dividend. B. CONSOLIDATIONS OR MERGERS. If the Company is to be consolidated ------------------------- with or acquired by another entity in a merger or other reorganization in which the holders of the outstanding voting stock of the Company immediately preceding the consummation of such event, shall, immediately following such event, hold, as a group, less than a majority of the voting securities of the surviving or successor entity, or in the event of a sale of all or substantially all of the Company's assets or otherwise (each, an "Acquisition"), the Committee or the board of directors of any entity assuming the obligations of the Company hereunder (the "Successor Board"), shall, as to outstanding Options, either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock in connection with the Acquisition; or (ii) upon -4- written notice to the optionees, provide that all Options must be exercised, to the extent then exercisable or to be exercisable as a result of the Acquisition, within a specified number of days of the date of such notice, at the end of which period the Options shall terminate; or (iii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares subject to such Options (to the extent then exercisable or to be exercisable as a result of the Acquisition) over the exercise price thereof. C. RECAPITALIZATION OR REORGANIZATION. In the event of a ---------------------------------- recapitalization or reorganization of the Company (other than a transaction described in subparagraph B above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, an optionee upon exercising an Option shall be entitled to receive for the purchase price paid upon such exercise the securities such optionee would have received if such optionee had exercised his or her Option prior to such recapitalization or reorganization. D. DISSOLUTION OR LIQUIDATION. In the event of the proposed -------------------------- dissolution or liquidation of the Company, each Option will terminate immediately prior to the consummation of such proposed action or at such other time and subject to such other conditions as shall be determined by the Committee. E. ISSUANCES OF SECURITIES. Except as expressly provided herein, no ----------------------- issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares subject to Options. No adjustments shall be made for dividends paid in cash or in property other than securities of the Company. F. FRACTIONAL SHARES. No fractional shares shall be issued under the ----------------- Plan and the optionee shall receive from the Company cash in lieu of such fractional shares. G. ADJUSTMENTS. Upon the happening of any of the events described in ----------- subparagraphs A, B or C above, the class and aggregate number of shares set forth in paragraph 4 hereof that are subject to Options which previously have been or subsequently may be granted under the Plan shall also be appropriately adjusted to reflect the events described in such subparagraphs. The Committee or the Successor Board shall determine the specific adjustments to be made under this paragraph 13 and, subject to paragraph 2, its determination shall be conclusive. 14. MEANS OF EXERCISING OPTIONS. An Option (or any part or installment --------------------------- thereof) shall be exercised by giving written notice to the Company at its principal office address. Such notice shall identify the Option being exercised and specify the number of shares as to which such Option is being exercised, accompanied by full payment of the purchase price therefor either (a) in United States dollars in cash or by check, (b) at the discretion of the Committee, through delivery or withholding from the Option exercise of shares of Common Stock having a fair market value equal as of the date of the exercise to the cash exercise price of the Option, (c) at the discretion of the Committee, by delivery of the optionee's personal recourse note bearing -5- interest payable not less than annually at no less than 100% of the lowest applicable Federal rate, as defined in Section 1274(d) of the Code, (d) at the discretion of the Committee and consistent with applicable law, through the delivery of an assignment to the Company of a sufficient amount of the proceeds from the sale of the Common Stock acquired upon exercise of the Option and an authorization to the broker or selling agent to pay that amount to the Company, which sale shall be at the participant's direction at the time of exercise, or (e) at the discretion of the Committee, by any combination of (a), (b), (c) and (d) above. Notwithstanding the foregoing, no employee may pay any part of the exercise price hereof by delivering shares of Common Stock to the Company unless such Common Stock has been owned by such employee free of any substantial risk of forfeiture for at least six months. The holder of an Option shall not have the rights of a shareholder with respect to the shares covered by such Option until the date of issuance of a stock certificate to such holder for such shares. Except as expressly provided above in paragraph 13 with respect to changes in capitalization and stock dividends, no adjustment shall be made for dividends or similar rights for which the record date is before the date such stock certificate is issued. 15. TERM AND AMENDMENT OF PLAN. This Plan was adopted by the Board on March -------------------------- 5, 1997. The Plan shall expire at the end of the day on March 5, 2007 (except as to Options outstanding on that date). The Board may terminate or amend the Plan in any respect at any time. Except as otherwise provided in this paragraph 15, in no event may action of the Board alter or impair the rights of an optionee, without his or her consent, under any Option previously granted to such optionee. 16. APPLICATION OF FUNDS. The proceeds received by the Company from the sale -------------------- of shares pursuant to Options granted under the Plan shall be used for general corporate purposes. 17. WITHHOLDING OF ADDITIONAL INCOME TAXES. Upon the grant or exercise of an -------------------------------------- Option or the vesting or transfer of restricted stock or securities acquired upon the exercise of an Option hereunder, the Company may withhold or require the optionee to pay additional withholding taxes in respect of amounts that constitute compensation includible in gross income. The Committee in its discretion may condition the grant or exercise of an Option or the vesting or transferability of restricted stock or securities acquired by exercising an Option, on the optionee's making satisfactory arrangement for such payment of such additional withholding taxes. Such arrangement may include payment by the optionee in cash or by check of the amount of the withholding taxes or, at the discretion of the Committee, by the optionee's delivery of previously held shares of Common Stock or the withholding from the shares of Common Stock otherwise deliverable upon exercise of an Option shares having an aggregate fair market value equal to the amount of such withholding taxes. 18. DETERMINATION OF FAIR MARKET VALUE OF COMMON STOCK. Whenever, under the -------------------------------------------------- terms of any option agreement or in administering the Plan, it is necessary or desirable to determine the fair market value of the Company's Common Stock, the Committee shall make such determination in accordance with this Section. "Fair Market Value" shall be determined as of the last business day for which the prices or quotes discussed in this sentence are available prior to the date such Option is granted and shall mean (i) the average (on that date) of the high -6- and low prices of the Common Stock on the principal national securities exchange on which the Common Stock is traded, if the Common Stock is then traded on a national securities exchange; or (ii) the last reported sale price (on that date) of the Common Stock on the Nasdaq National Market, if the Common Stock is not then traded on a national securities exchange; or (iii) the closing bid price (or average of bid prices) last quoted (on that date) by an established quotation service for over-the-counter securities, if the Common Stock is not reported on the Nasdaq National Market. However, if the Common Stock is not publicly traded at the time an Option is granted under the Plan, "fair market value" shall be deemed to be the fair value of the Common Stock as determined by the Committee after taking into consideration all factors which it deems appropriate, including, without limitation, recent sale and offer prices of the Common Stock in private transactions negotiated at arm's length. 19. GOVERNMENTAL REGULATION. The Company's obligation to sell and deliver ----------------------- shares of the Common Stock under this Plan is subject to the approval of any governmental authority required in connection with the authorization, issuance or sale of such shares. Government regulations may impose reporting or other obligations on the Company with respect to the Plan. For example, the Company may be required to file tax information returns reporting the income received by optionees in connection with the Plan. 20. GOVERNING LAW. The validity and construction of the Plan and the ------------- instruments evidencing Options shall be governed by the laws of the State of Delaware, or the laws of any jurisdiction in which the Company or its successors in interest may be organized. -7- EX-5.1 3 OPINION OF TESTA, HURWITZ & THIBEAULT, LLP EXHIBIT 5.1 ----------- October 29, 1997 PerSeptive Biosystems, Inc. 500 Old Connecticut Path Framingham, MA 01701 Re: Registration Statement on Form S-8 Relating to the 1997 Non-Qualified Stock Option Plan of PerSeptive Biosystems, Inc., as amended (hereinafter the "Plan") Ladies and Gentlemen: Reference is made to the above-captioned Registration Statement on Form S-8 (the "Registration Statement") filed by PerSeptive Biosystems, Inc. (the "Company") on October 29, 1997 with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to an aggregate of 350,000 shares of Common Stock, $.01 par value per share, of the Company issuable pursuant to the Plan (the "Shares"). We have examined such documents, certificates, records and matters of law that we have deemed necessary or appropriate for the purpose of this opinion. Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and sold in accordance with the Plan, will be validly issued, fully paid and nonassessable. We hereby consent to filing of this opinion as Exhibit 5.1 to the Registration Statement. Very truly yours, /s/ Testa, Hurwitz & Thibeault, LLP ------------------------------- TESTA, HURWITZ & THIBEAULT, LLP EX-23.1 4 CONSENT OF COOPERS & LYBRAND L.L.P. Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement of PerSeptive Biosystems, Inc. on Form S-8, related to the Company's 1997 Non-Qualified Stock Option Plan, of our report dated November 20, 1996, on our audits of the consolidated financial statements and financial statement schedule of PerSeptive Biosystems, Inc. as of September 30, 1996 and 1995, and for the two years ended September 30, 1996 and 1995. COOPERS & LYBRAND LLP Boston, Massachusetts October 24, 1997 EX-23.2 5 CONSENT OF PRICE WATERHOUSE LLP EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated December 28, 1994, except for Note 13, as to which the date is August 11, 1995, appearing on page F-3 of PerSeptive Biosystem's Annual Report on Form 10-K for the year ended September 30, 1996. We also consent to the incorporation by reference of our report on the Financial Statement Schedule which appears on page S-2 of such Annual Report on Form 10-K. PRICE WATERHOUSE LLP Boston, Massachusetts October 24, 1997 -----END PRIVACY-ENHANCED MESSAGE-----