S-8 1 f73646s-8.txt FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 25, 2001. REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LYNX THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) DELAWARE 94-3161073 (State of Incorporation) (I.R.S. Employer Identification Number) ---------------------------- 25861 INDUSTRIAL BLVD. HAYWARD, CA 94545 (510) 670-9300 ---------------------------- OPTIONS GRANTED UNDER THE 1992 STOCK OPTION PLAN (Full title of the plan) EDWARD C. ALBINI CHIEF FINANCIAL OFFICER LYNX THERAPEUTICS, INC. 25861 INDUSTRIAL BLVD. HAYWARD, CALIFORNIA 94545 (510) 670-9300 (Name, address, including zip code, and telephone number, including area code, of agent for service) ---------------------------- Copies to: JAMES C. KITCH, ESQ. COOLEY GODWARD LLP FIVE PALO ALTO SQUARE 3000 EL CAMINO REAL PALO ALTO, CALIFORNIA 94306 CALCULATION OF REGISTRATION FEE
================================================================================================================= TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TO BE REGISTERED REGISTERED (1) OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE SHARE (2) PRICE (2) ----------------------------------------------------------------------------------------------------------------- Stock Options and Common 700,000 $6.22 - $7.47 $4,493,375 $1,124 Stock, par value $0.01 ================================================================================================================= (1) This Registration Statement shall cover any additional shares of common stock that become issuable under the 1992 Stock Option Plan, as amended, set forth herein by reason of any stock dividend, stock split, recapitalization or any similar transaction without receipt of consideration, which results in an increase in the number of shares of the outstanding common stock of Lynx Therapeutics, Inc. (2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and (h)(1) under the Securities Act of 1933, as amended. The offering price per share and aggregate offering price for the unissued stock options and common stock are based upon the average of the high and low prices of Registrant's common stock as reported on the Nasdaq National Market on June 20, 2001. The offering price per share and aggregate offering price for the outstanding stock options are based upon the exercise prices of such options. The following chart illustrates the calculation of the registration fee:
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----------------------------------------------------------------------------------------------------------------- Title of Shares Number of Shares Offering Price Per Share Aggregate Offering Price ----------------------------------------------------------------------------------------------------------------- Shares Issuable Pursuant To 111,500 $7.47 $832,905 Outstanding Stock Options Pursuant To The 1992 Stock Option Plan, as amended ----------------------------------------------------------------------------------------------------------------- Shares Issuable Pursuant To 588,500 $6.22 $3,660,470 Unissued Stock Options Pursuant To The 1992 Stock Option Plan, as amended ----------------------------------------------------------------------------------------------------------------- Proposed Maximum Aggregate Offering Price $4,493,375 -----------------------------------------------------------------------------------------------------------------
3 EXPLANATORY NOTE This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 700,000 shares of the Registrant's common stock to be issued pursuant to the Registrant's 1992 Stock Option Plan, as amended (the "Plan"). The contents of the Registration Statements on Form S-8 Nos. 33-86634, 33-94872, 333-21997, 333-59157 and 333-39480 previously filed with the Securities and Exchange Commission on November 21, 1994, July 24, 1995, February 19, 1997, July 15, 1998 and June 16, 2000, respectively, are incorporated by reference herein. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, and all other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") since the year ended December 31, 2000 are also incorporated by reference herein. EXHIBITS
EXHIBIT NUMBER ------- 4.1 Certificate of Incorporation of the Company, as amended* 4.2 Bylaws of the Company, as amended* 5.1 Opinion of Cooley Godward LLP 23.1 Consent of Ernst & Young LLP, Independent Auditors 23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this Registration Statement 24.1 Power of Attorney is contained on the signature page. 99.1 1992 Stock Option Plan, as amended ------------------------ * Filed previously as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2000, filed with the Commission on August 14, 2000, and incorporated herein by reference.
4 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 Hayward, County of Alameda, State of California, on June 22, 2001. LYNX THERAPEUTICS, INC. By: /s/ Norman J.W. Russell, Ph.D. ---------------------------------- Norman J.W. Russell, Ph.D. President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Norman J.W. Russell and Edward C. Albini, and each or any one of them, his true and lawful attorney-in-fact and agent, 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 all exhibits thereto, and other documents in connection therewith, with the 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 in connection therewith, 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 any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ Norman J. W. Russell, Ph.D. President, Chief Executive June 22, 2001 ------------------------------------ Officer and Director, Norman J. W. Russell, Ph.D. (Principal Executive Officer) /s/ Edward C. Albini Chief Executive Officer and June 22, 2001 ------------------------------------ Secretary (Principal Edward C. Albini Financial Officer) /s/ Craig C. Taylor Chairman of the Board June 22, 2001 ------------------------------------ Craig C. Taylor /s/ William K. Bowes, Jr. Director June 22, 2001 ------------------------------------ William K. Bowes, Jr. Director June __, 2001 ------------------------------------ Sydney Brenner, M.B., D. Phil. /s/ James C. Kitch Director June 22, 2001 ------------------------------------ James C. Kitch /s/ Leroy Hood, M.D., Ph.D. Director June 22, 2001 ------------------------------------ Leroy Hood, M.D., Ph.D. /s/ David C. U'Prichard, Ph.D. Director June 22, 2001 ------------------------------------ David C. U'Prichard, Ph.D.
5 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------- ----------- 4.1 Certificate of Incorporation of the Company, as amended* 4.2 Bylaws of the Company, as amended* 5.1 Opinion of Cooley Godward LLP 23.1 Consent of Ernst & Young LLP, Independent Auditors 23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this Registration Statement 24.1 Power of Attorney is contained on signature pages 99.1 1992 Stock Option Plan, as amended ------------------------ * Filed previously as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2000, filed with the Commission on August 14, 2000, and incorporated herein by reference.