As filed with the Securities and Exchange
Commission on August 18, 2000
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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Packard BioScience Company
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(Exact name of registrant as specified in its charter)
Delaware 06-0676652
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
800 Research Parkway
Meriden, CT 06450
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(Address of principal executive offices)(Zip code)
Management Stock Incentive Plan
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(Full title of Plan)
Ben D. Kaplan
Chief Financial Officer
Packard BioScience Company
800 Research Parkway
Meriden, CT 06450
(Name and address of agent for service)
203-238-2351
(Telephone number, including area code, of agent)
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Copy to Bonnie J. Roe, Esq.
Day, Berry & Howard LLP
One Canterbury Green
Stamford, Connecticut 06901
(203) 977-7300
Calculation of Registration Fee
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Title of securities to Amount to be Average exercise Maximum aggregate Amount of
be registered registered price per unit offering price registration fee(1)
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Common Stock 1,510,440 shares $3.352 $5,062,994.88 $1,336.63
par value,
$.002 per share
(1) Calculated in accordance with Rule 457(h) under the Securities Act of 1933
based on the aggregate purchase price at which shares of common stock may
be acquired upon the exercise of options covered by this Registration
Statement.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
MANAGEMENT STOCK INCENTIVE PLAN
This Registration Statement on Form S-8 is filed for the purpose of registering
additional shares of common stock, par value $.002 (the "Common Stock"), of
Packard BioScience Company (the "Company") to be issued upon exercise of options
granted from time to time pursuant to the Company's Management Stock Incentive
Plan (the "Plan"), to eligible employees of the Company. An aggregate of up to
1,510,440 shares of Common Stock may be issued upon the exercise of options
granted pursuant to the Plan, subject to adjustment in case of stock dividends
or changes in the Common Stock. On November 26, 1997, the Company filed with the
Securities and Exchange Commission (the "Commission") a registration statement
on Form S-8 (No. 333-41075) registering up to 6,124,460 shares of Common Stock
issuable under the Plan (the "Prior Registration Statement"). Pursuant to
General Instruction E of Form S-8, the Prior Registration Statement is hereby
incorporated by reference in this Registration Statement.
Item 3. Incorporation of Documents by Reference
The following documents previously filed with the Commission by the Company are
incorporated by reference in this Registration Statement:
(a) The Prior Registration Statement;
(b) The Company's Annual Report on Form 10-K/405 for the year ended
December 31, 1999, filed with the Commission on March 30, 2000 (File No.
333-24001);
(c) The Company's Quarterly Reports on Form 10-Q for the quarters ended
June 30, 2000, filed with the Commission on August 7, 2000, and March 31, 2000,
filed with the Commission on May 15, 2000.
(d) The description of the Common Stock contained in the Company's Form
8-A, filed with the Commission on April 18, 2000 (File No. 000-30385);
(e) The Company's Prospectus, dated April 19, 2000, filed with the
Commission pursuant to Rule 424(b) under the Securities Act, relating to the
Company's Registration Statement on Form S-1 (File No. 333-31996).
All 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 shares of common stock offered have been
sold, or which deregisters all shares of common stock then remaining unsold,
shall be deemed to be incorporated by reference in this registration statement
and to be a part hereof from the date of filing of such documents. Any statement
contained in a document 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 incorporated or 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 superseded, to constitute a part of this registration statement.
Item 8. Exhibits
The following exhibits are incorporated herein by reference as indicated or
filed herewith.
Exhibit No. Description
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5. Opinion of Day, Berry & Howard LLP as to the legality
of the securities registered hereby, including
consent of such counsel.
10.9 Packard BioScience Company 1997 Management Stock
Incentive Plan (incorporated by reference to the
Company's Registration Statement on Form S-4
(File No. 33-24001)).
23.1. Consent of Arthur Andersen LLP.
23.2. Consent of Day, Berry & Howard LLP (See Exhibit 5).
24. Power of attorney (See signature page).
Item 9. Undertakings
A. The undersigned registrant hereby undertakes:
(1) 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 of 1933;
(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;
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)(1)(i) and (a)(1)(ii) of this section
do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d) of the 1934
Act that are incorporated by reference in the registration statement.
(2) That for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) 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.
B. The undersigned registrant hereby undertakes that, for purpose of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the 1934 Act) that is incorporated by reference in
the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 Commission such indemnification is
against public policy as expressed in the 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 of whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication to such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that is 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 Town of Meriden, State of Connecticut, on August 16, 2000.
Packard BioScience Company
/s/ Emery G. Olcott
By:--------------------------------
Name: Emery G. Olcott
Title: Chairman, Chief Executive
Officer and President
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. Each person whose signature appears below hereby constitutes
Emery G. Olcott and Ben D. Kaplan and each of them singly, such person's true
and lawful attorneys, with full power to them and each of them to sign for such
person and in such person's name and capacity indicated below any and all
amendments to this Registration Statement, hereby ratifying and confirming such
person's signature as it may be signed by said attorneys to any and all such
amendments.
Signature Title Date
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/s/ Emery G. Olcott Chairman of the Board, Chief Executive August 16, 2000
- ----------------------- Officer & President
Emery G. Olcott (Principal Executive Officer)
/s/ Richard T. McKernan
- ----------------------- Senior Vice President & Director August 16, 2000
Richard T. McKernan
/s/ Ben D. Kaplan
- ----------------------- Vice President & Chief Financial Officer August 16, 2000
Ben D. Kaplan (Principal Financial Officer)
/s/ David M. Dean
- ----------------------- Corporate Controller August 16, 2000
David M. Dean
/s/ George Serrano
- ----------------------- Vice President & Director August 16, 2000
George Serrano
/s/ Robert F. End
- ----------------------- Director August 16, 2000
Robert F. End
/s/ Bradley J. Hoecker
- ----------------------- Director August 16, 2000
Bradley J. Hoecker
/s/ Alexis P. Michas
- ----------------------- Director August 16, 2000
Alexis P. Michas
/s/ Peter P. Tong
- ----------------------- Director August 16, 2000
Peter P. Tong
/s/ Robert C. Salisbury
- ----------------------- Director August 16, 2000
Robert C. Salisbury
INDEX OF EXHIBITS
Exhibit Number Description of Exhibits
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5. Opinion of Day, Berry & Howard LLP as to the legality of
the securities offered hereby, including consent of such
counsel
10.9 Packard BioScience Company 1997 Management Stock
Incentive Plan (incorporated by reference to the
Company's Registration Statement on Form S-4
(File No. 33-24001)).
23.1. Consent of Arthur Andersen LLP
23.2. Consent of Day, Berry & Howard LLP (See Exhibit 5)
24. Power of Attorney (See Signature Page)