As filed with the Securities and Exchange Commission on January 11, 2002
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CALIPER TECHNOLOGIES CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 33-0675808
(State of Incorporation) (I.R.S. Employer Identification No.)
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605 FAIRCHILD DRIVE
MOUNTAIN VIEW, CA 94043-2234
(Address of principal executive offices including zip code)
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2001 NON-STATUTORY STOCK OPTION PLAN
(Full title of the plan)
JAMES L. KNIGHTON
CHIEF FINANCIAL OFFICER
CALIPER TECHNOLOGIES CORP.
605 FAIRCHILD DRIVE
MOUNTAIN VIEW, CA 94043-2234
(650) 623-0700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
ROBERT L. JONES, ESQ.
BRETT D. WHITE, ESQ.
COOLEY GODWARD LLP
FIVE PALO ALTO SQUARE
3000 EL CAMINO REAL
PALO ALTO, CALIFORNIA 94306
(650) 843-5000
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE (1) OFFERING PRICE (1) REGISTRATION FEE
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Common Stock (par (see Notes to Calculation
value $0.001) 500,000 of Registration Fee) $7,244,232.00 $1,731.38
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h). The price per share and aggregate
offering price of the unissued stock options and common stock are based upon
the average of the high and low prices of the Registrant's common stock on
January 8, 2002 as reported on the Nasdaq National Market (pursuant to Rule
457(c) under the Act). The offering price per share and aggregate offering
price for the outstanding stock options are based upon the weighted average
exercise prices of such options. The registration fee is calculated as
follows:
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OFFERING PRICE AGGREGATE
TYPE OF SHARES NUMBER OF SHARES PER SHARE OFFERING PRICE
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Shares issuable pursuant to 230,400 $12.24 $2,820,096.00
outstanding options under the
2001 Non-Statutory Stock Option
Plan
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Shares reserved for future 269,600 $16.41 $4,424,136.00
issuance under the 2001
Non-Statutory Stock Option Plan
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TOTAL 500,000 $7,244,232.00
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PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed by Caliper Technologies Corp. (the
"Company") with the Securities and Exchange Commission are incorporated by
reference into this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000;
(b) Amendment No. 1 to the Company's Annual Report on Form 10-K/A for
the fiscal year ended December 31, 2000;
(c) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, June 30, 2001 and September 30, 2001;
(d) The Company's Current Reports on Form 8-K as filed on June 8, 2001
and December 19, 2001; and
(e) The description of the Company's Common Stock which is contained in
the Registration Statement on Form 8-A filed November 22, 1999, under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including any
amendment or report filed for the purpose of updating such description.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act 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 herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the Common Stock offered hereby will be passed upon for
the Company by Cooley Godward LLP, Palo Alto, California ("Cooley Godward"). As
of the date of this prospectus, certain members of Cooley Godward own an
aggregate of approximately 2,000 shares of the Registrant's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Section 145 of the Delaware General Corporation Law the Company
has broad powers to indemnify its directors and officers against liabilities
they may incur in such capacities, including liabilities under the Securities
Act. The Company's By-laws require the Company to indemnify its directors and
executive officers, and permit the Company to indemnify its other officers,
employees and other agents, to the fullest extent permitted by Delaware law. The
By-laws also require the Company to advance litigation expenses in the case of
stockholder derivative actions or other actions, against an undertaking by the
indemnified party to repay such advances if it is ultimately determined that the
indemnified party is not entitled to indemnification.
The Company has entered into indemnity agreements with each of its
directors and executive officers. Such indemnity agreements contain provisions
which are in some respects broader than the specific indemnification provisions
contained in Delaware law. The Company also maintains an insurance policy for
its directors and executive officers insuring against certain liabilities
arising in their capacities as such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
4.1(1) Amended and Restated Certificate of Incorporation of the
Registrant.
4.2(2) Amended and Restated Bylaws of the Registrant.
4.3(3) Specimen Stock Certificate.
4.4(4) Registrant's Certificate of Designation of Series A Junior
Participating Preferred Stock.
4.5(5) Rights Agreement, dated as of December 18, 2001, between the
Registrant and Wells Fargo Bank Minnesota, N.A.
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to Signature Page.
99.1 2001 Non-Statutory Stock Option Plan.
(1) Previously filed as Exhibit 3.3 to the Registration Statement on Form S-1
(No. 333-88827), as amended, and incorporated herein by reference.
(2) Previously filed as Exhibit 3.4 to the Registration Statement on Form S-1
(No. 333-88827), as amended, and incorporated herein by reference.
(3) Previously filed as Exhibit 4.2 to the Registration Statement on Form S-1
(No. 333-88827), as amended, and incorporated herein by reference.
(4) Previously filed as Exhibit 4.1 to the Current Report on Form 8-K (No.
000-28229) and incorporated herein by reference.
(5) Previously filed as Exhibit 99.2 to the Current Report on Form 8-K (No.
000-28229) and incorporated herein by reference.
ITEM 9. UNDERTAKINGS
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the issuer pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference herein.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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 Mountain View, State of California, January 11,
2002.
Caliper Technologies Corp.
By: /s/ James L. Knighton
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James L. Knighton
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Daniel L. Kisner, M.D. and James L.
Knighton, 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 Securities and Exchange 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 of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Daniel L. Kisner, M.D. President, Chief Executive Officer and January 11, 2002
- ------------------------------ Director (Principal Executive Officer)
Daniel L. Kisner, M.D.
/s/ James L. Knighton Chief Financial Officer January 11, 2002
- ------------------------------ (Principal Financial Officer)
James L. Knighton
/s/ Anthony T. Hendrickson Corporate Controller January 11, 2002
- ------------------------------ (Principal Accounting Officer)
Anthony T. Hendrickson
/s/ David V. Milligan, Ph.D. Director January 11, 2002
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David V. Milligan, Ph.D.
/s/ Anthony B. Evnin, Ph.D. Director January 11, 2002
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Anthony B. Evnin, Ph.D.
/s/ Regis P. McKenna Director January 11, 2002
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Regis P. McKenna
/s/ Robert T. Nelsen Director January 11, 2002
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Robert T. Nelsen
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
4.1(1) Amended and Restated Certificate of Incorporation of the
Registrant.
4.2(2) Amended and Restated Bylaws of the Registrant.
4.3(3) Specimen Stock Certificate.
4.4(4) Registrant's Certificate of Designation of Series A Junior
Participating Preferred Stock.
4.5(5) Rights Agreement, dated as of December 18, 2001, between the
Registrant and Wells Fargo Bank Minnesota, N.A.
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to Signature Page.
99.1 2001 Non-Statutory Stock Option Plan.
(1) Previously filed as Exhibit 3.3 to the Registration Statement on Form S-1
(No. 333-88827), as amended, and incorporated herein by reference.
(2) Previously filed as Exhibit 3.4 to the Registration Statement on Form S-1
(No. 333-88827), as amended, and incorporated herein by reference.
(3) Previously filed as Exhibit 4.2 to the Registration Statement on Form S-1
(No. 333-88827), as amended, and incorporated herein by reference.
(4) Previously filed as Exhibit 4.1 to the Current Report on Form 8-K (No.
000-28229) and incorporated herein by reference.
(5) Previously filed as Exhibit 99.2 to the Current Report on Form 8-K (No.
000-28229) and incorporated herein by reference.