1
As filed with the Securities and Exchange Commission on September 20, 2001
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
CALIPER TECHNOLOGIES CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 33-0675808
(State of Incorporation) (I.R.S. Employer Identification No.)
--------------------
605 FAIRCHILD DRIVE
MOUNTAIN VIEW, CA 94043-2234
(Address of principal executive offices including zip code)
--------------------
1999 EQUITY INCENTIVE PLAN
1999 EMPLOYEE STOCK PURCHASE PLAN
1999 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(Full title of the plans)
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)
--------------------
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
--------------------
2
CALCULATION OF REGISTRATION FEE
===============================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE REGISTERED OFFERING AGGREGATE AMOUNT OF
TO BE REGISTERED (1) PRICE PER SHARE (2) OFFERING PRICE (2) REGISTRATION FEE
--------------------------- ------------------------ ------------------------ ------------------------ ------------------------
Common Stock (par (see Notes to Calculation
value $0.001) 1,555,436 of Registration Fee) $16,798,173.38 $4,199.54
===============================================================================================================================
(1) 1,350,058 shares to be registered pursuant to the 1999 Equity Incentive
Plan, 128,361 shares to be registered pursuant to the 1999 Employee
Stock Purchase Plan and 77,017 shares to be registered pursuant to the
1999 Non-Employee Directors' Stock Option Plan. This Registration
Statement shall cover any additional shares of Common Stock which
become issuable under the plans set forth herein by reason of any stock
dividend, stock split, recapitalization or any other similar
transaction without receipt of consideration which results in an
increase in the number of shares of the Registrant's outstanding Common
Stock.
(2) 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 shares to be offered under the these
plans are based upon (a) the weighted average exercise price for shares
issuable pursuant to outstanding options granted under the 1999 Equity
Incentive Plan and (b) the average of the high and low prices of the
Registrant's Common Stock on September 18, 2001 as reported on the
Nasdaq National Market (pursuant to Rule 457(c) under the Act) for
shares reserved for future issuance under (i) the 1999 Equity Incentive
Plan, (ii) the 1999 Employee Stock Purchase Plan and (iii) the 1999
Non-Employee Directors' Stock Option Plan. The registration fee is
calculated as follows:
PLAN NUMBER OF SHARES OFFERING PRICE PER SHARE AGGREGATE OFFERING
PRICE
--------------------------------------- ------------------------ ------------------------- ------------------------
Shares issuable pursuant to 27,718 $15.19 $421,036.42
outstanding options under the 1999
Equity Incentive Plan
Shares reserved for future issuance 1,322,340 $10.72 $14,175,484.80
under the 1999 Equity Incentive Plan
Shares reserved for future issuance 128,361 $10.72 $1,376,029.92
under the 1999 Employee Stock
Purchase Plan
Shares reserved for future issuance 77,017 $10.72 $825,622.24
under the 1999 Non-Employee
Directors' Stock Option Plan
------------------------ ------------------------- ------------------------
TOTAL 1,555,436 $16,798,173.38
3
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORMS S-8
The contents of Registration Statement on Form S-8 (No. 333-95007)
filed with the Securities and Exchange Commission on January 20, 2000 are
incorporated by reference herein.
The contents of Registration Statement on Form S-8 (No. 333-40466)
filed with the Securities and Exchange Commission on June 29, 2000 are
incorporated by reference herein.
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.
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.
99.2(4) 1999 Equity Incentive Plan.
99.3(4) 1999 Employee Stock Purchase Plan.
99.4(4) 1999 Non-Employee Directors' 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 the like-numbered Exhibit to the Registration Statement
on Form S-8 (No. 333-95007), 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 Mountain View, State of California, September
18, 2001.
Caliper Technologies Corp.
By: /s/ James L. Knighton
-----------------------------------
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.
5
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 September 18, 2001
----------------------------------- Director (Principal Executive Officer)
Daniel L. Kisner, M.D.
/s/ James L. Knighton Chief Financial Officer September 18, 2001
----------------------------------- (Principal Financial Officer)
James L. Knighton
/s/ Anthony Hendrickson Corporate Controller September 18, 2001
----------------------------------- (Principal Accounting Officer)
Anthony Hendrickson
/s/ David V. Milligan, Ph.D. Director September 18, 2001
-----------------------------------
David V. Milligan, Ph.D.
/s/ Anthony B. Evnin, Ph.D. Director September 18, 2001
-----------------------------------
Anthony B. Evnin, Ph.D.
/s/ Regis P. McKenna Director September 18, 2001
-----------------------------------
Regis P. McKenna
/s/ Robert T. Nelsen Director September 18, 2001
-----------------------------------
Robert T. Nelsen
6
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.
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.
99.2(4) 1999 Equity Incentive Plan.
99.3(4) 1999 Employee Stock Purchase Plan.
99.4(4) 1999 Non-Employee Directors' 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 the like-numbered Exhibit to the Registration Statement
on Form S-8 (No. 333-95007), and incorporated herein by reference.