As filed with the Securities and Exchange Commission on February25, 2005
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SeraCare Life Sciences, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| California | 33-0056054 | |||
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
1935 Avenida del Oro, Suite F
Oceanside, California 92056
(Address, Including Zip Code, of Principal Executive Offices)
SeraCare Life Sciences, Inc.
2001 Stock Incentive Plan
(Full Title of the Plan)
Michael F. Crowley, Jr.
President and Chief Financial Officer
SeraCare Life Sciences, Inc.
1935 Avenida del Oro, Suite F
Oceanside, California 92056
(760) 806-8922
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
COPY TO:
David A. Krinsky, Esq.
O’Melveny & Myers LLP
610 Newport Center Drive, Suite 1700
Newport Beach, California 92660
(949) 760-6900
CALCULATION OF REGISTRATION FEE
| Title Of Securities To Be Registered | Amount Registered | Proposed Maximum Offering Price Per Unit | Proposed Maximum Aggregate Offering Price | Amount Of Registration Fee | ||||
Common Stock, no par value per share | 300,000(1) shares | $13.59(2) | $4,077,000(2) | $479.86(2) | ||||
| (1) | This Registration Statement covers, in addition to the number of shares of SeraCare Life Sciences, Inc., a California corporation (the “Company” or the “Registrant”), common stock, no par value per share (the “Common Stock”), stated above, options and other rights to purchase or acquire the shares of Common Stock covered by this Registration Statement and, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), an additional indeterminate number of shares, options and rights that may be offered or issued pursuant to the SeraCare Life Sciences, Inc. 2001 Stock Incentive Plan, as amended (the “Plan”), as a result of one or more adjustments under the Plan to prevent dilution resulting from one or more stock splits, stock dividends or similar transactions. |
| (2) | Pursuant to Rule 457(h), the maximum offering price, per share and in the aggregate, and the registration fee were calculated based upon the average of the high and low prices of the Common Stock on February 22, 2005, as quoted on the Nasdaq National Market. |
The Exhibit Index for this Registration Statement is at page II-5.
EXPLANATORY NOTE
This Registration Statement is filed by the Company to register additional securities issuable pursuant to the Plan and consists of only those items required by General Instruction E to Form S-8.
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants as specified by Securities Act Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
| Item 3. | Incorporation of Certain Documents by Reference |
The following documents of the Company filed with the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference:
| (a) | The Company’s Annual Report on Form 10-K for its fiscal year ended September 30, 2004, filed with the Commission on December 14, 2004 (Commission File No. 000-33045); |
| (b) | The Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended December 31, 2004, filed with the Commission on February 9, 2005 (Commission File No. 000-33045); |
| (c) | The Company’s Current Reports on Form 8-K, filed with the Commission on February24, 2005 (further amending the Company’s Form 8-K filed on September 16, 2004), February 23, 2005, February 7, 2005, January 6, 2005, December 17, 2004, December 13, 2004, November 29, 2004 (amending the Company’s Form 8-K filed on September 16, 2004), November 17, 2004, October 20, 2004 and October 14, 2004 (Commission File No. 000-33045); |
| (d) | The description of the Company’s Common Stock contained in its Registration Statement on Form 10-12G filed with the Commission on August 3, 2001, as subsequently amended (Commission File No. 000-33045) (which incorporates by reference such description from the information included under the heading “Description of Our Capital Stock” in the Information Statement filed as Exhibit 99.1 to such Form 10-12G), and any other amendment or report filed for the purpose of updating such description; and |
| (e) | The Company’s Registration Statements on Form S-8 relating to the Plan, filed with the Commission on August 11, 2004 (Commission File No. 333-118124) and November 20, 2003 (Commission File No. 333-110633). |
All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or amended, to constitute a part of this Registration Statement.
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| Item 5. | Interests of Named Experts and Counsel |
Not applicable.
| Item 8. | Exhibits |
See the attached Exhibit Index at page II-5, which is incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Oceanside, State of California, on February24, 2005.
SERACARE LIFE SCIENCES, INC. | ||
By: | /s/ MICHAEL F. CROWLEY, JR. | |
| Michael F. Crowley, Jr., | ||
| President and Chief Executive Officer | ||
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Michael F. Crowley, Jr. and Jerry L. Burdick, and each of them, acting individually and without the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) 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 and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them individually, or their or his substitute or substitutes, 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 below by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ BARRY D. PLOST Barry D. Plost | Chairman of the Board | February 24, 2005 | ||
/s/ MICHAEL F. CROWLEY, JR. Michael F. Crowley, Jr. | Director, President and Chief Executive Officer (Principal Executive Officer) | February 24, 2005 | ||
/s/ JERRY L. BURDICK Jerry L. Burdick | Director, Acting Chief Financial Officer (Principal Financial and Accounting Officer), and Secretary | February 24, 2005 | ||
/s/ SAMUEL ANDERSON Samuel Anderson | Director | February 24, 2005 | ||
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/s/ ROBERT J. CRESCI Robert J. Cresci | Director | February 24, 2005 | ||
/s/ EZZAT JALLAD Ezzat Jallad | Director | February 24, 2005 | ||
/s/ DR. BERNARD KASTEN Dr. Bernard Kasten | Director | February 24, 2005 | ||
/s/ DR. NELSON TENG Dr. Nelson Teng | Director | February 24, 2005 | ||
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EXHIBIT INDEX
| Exhibit Number | Description of Exhibit | |
| 4. | SeraCare Life Sciences, Inc. 2001 Stock Incentive Plan, as amended. (Filed as Annex A to the Company’s Proxy Statement filed with the Commission pursuant to Section 14(a) of the Exchange Act on January 10, 2005 (Commission File No. 000-33045) and incorporated herein by this reference.) | |
| 5. | Opinion of O’Melveny & Myers LLP. | |
| 23.1 | Consent of KPMG LLP. | |
| 23.2 | Consent of Weinberg & Company, P.A. | |
| 23.3 | Consent of Counsel (included in Exhibit 5). | |
| 24. | Power of Attorney (included in this Registration Statement under “Signatures”). | |
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