As filed with the Securities and Exchange Commission on March 25, 2004
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
CIPHERGEN BIOSYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) |
33-059-5156 (I.R.S. Employer Identification No.) |
6611 Dumbarton Circle
Fremont, CA 94555
(510) 505-2100
(Address, including zip code, of registrant's Principal Executive Offices)
2000 STOCK PLAN
2000 EMPLOYEE STOCK PURCHASE PLAN
(Full titles of the Plans)
William E. Rich
President and Chief Executive Officer
Ciphergen Biosystems, Inc.
6611 Dumbarton Circle
Fremont, CA 94555
(510) 505-2100
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Michael J. O'Donnell
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered |
Amount to be Registered |
Proposed Maximum Offering Price Per Share |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee |
||||
---|---|---|---|---|---|---|---|---|
2000 Stock Plan Common Stock, $0.001 par value |
1,400,000 shares | $7.96 | (1) | $11,144,000.00 | (1) | $1,411.95 | ||
2000 Employee Stock Purchase Plan Common Stock, $0.001 par value |
290,795 shares | $6.77 | (2) | $1,967,518.97 | (2) | $249.28 | ||
Total | 1,690,795 shares | $13,111,518.97 | $1,661.23 | |||||
CIPHERGEN BIOSYSTEMS, INC.
REGISTRATION STATEMENT ON FORM S-8
EXPLANATORY NOTE
The contents of the Registration Statement No. 333-53530 on Form S-8 as filed with the Securities and Exchange Commission (the "Commission") on May 23, 2003 are hereby incorporated herein by reference to the extent not replaced hereby.
The purpose of this Form S-8 is to register the following:
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Information Incorporated by Reference.
The following documents and information previously filed with the Securities and Exchange Commission are incorporated herein by reference:
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and 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 part hereof from the date of filing of such documents.
Exhibit Number |
Exhibit Document |
|
---|---|---|
4.1 | 2000 Stock Plan (incorporated by reference to Exhibit 10.5 of the Registrant's Form S-1, File No. 333-32812) | |
4.2 | 2000 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.6 of the Registrant's Form S-1, File No. 333-32812) | |
5.1 | Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, as to the legality of securities being registered | |
23.1 | Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (contained in Exhibit 5.1 hereto) | |
23.2 | Consent of PricewaterhouseCoopers LLP, Independent Accountants | |
24.1 | Power of Attorney (see page II-3) |
II-1
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 Fremont, State of California on March 24, 2004.
CIPHERGEN BIOSYSTEMS, INC. | |||
By: |
/s/ WILLIAM E. RICH William E. Rich, Ph.D. President and Chief Executive Officer |
II-2
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints William E. Rich and Matthew J. Hogan, jointly and severally, his attorney-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorney-in-fact, 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/ WILLIAM E. RICH William E. Rich |
Director, President and Chief Executive Officer (Principal Executive Officer) | March 24, 2004 | ||
/s/ MATTHEW J. HOGAN Matthew J. Hogan |
Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
March 24, 2004 |
||
/s/ DANIEL M. CASERZA Daniel M. Caserza |
Corporate Controller (Principal Accounting Officer) |
March 24, 2004 |
||
/s/ JOHN A. YOUNG John A. Young |
Chairman of Board |
March 24, 2004 |
||
/s/ MICHAEL J. CALLAGHAN Michael J. Callaghan |
Director |
March 24, 2004 |
||
/s/ RAJEN DALAL Rajen Dalal |
Director |
March 24, 2004 |
||
/s/ JAMES L. RATHMANN James L. Rathmann |
Director |
March 24, 2004 |
||
/s/ WENDELL WIERENGA Wendell Wierenga |
Director |
March 24, 2004 |
||
/s/ JUDY BRUNER Judy Bruner |
Director |
March 24, 2004 |
II-3
Exhibit Number |
Exhibit Document |
|
---|---|---|
4.1 |
2000 Stock Plan (incorporated by reference to Exhibit 10.5 of the Registrant's Form S-1, File No. 333-32812) |
|
4.2 |
2000 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.6 of the Registrant's Form S-1, File No. 333-32812) |
|
5.1 |
Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, as to the legality of securities being registered |
|
23.1 |
Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (contained in Exhibit 5.1 hereto) |
|
23.2 |
Consent of PricewaterhouseCoopers LLP, Independent Accountants |
|
24.1 |
Power of Attorney (see page II-3) |