-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FEhxz0a2rlo9BdxKqCLfMhaUNsz/yw6+3o0hCKZf+OsFUxW9XLT5IfT4lvlPdIiU WVOPczWP8Llxfe+TgaMZjQ== 0000898430-00-000381.txt : 20000215 0000898430-00-000381.hdr.sgml : 20000215 ACCESSION NUMBER: 0000898430-00-000381 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 3 333-92853 FILED AS OF DATE: 20000214 EFFECTIVENESS DATE: 20000214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIVERSA CORP CENTRAL INDEX KEY: 0001049210 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 223297375 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-30290 FILM NUMBER: 538440 BUSINESS ADDRESS: STREET 1: 10665 SORRENTO VALLEY ROAD CITY: SAN DIEGO STATE: CA ZIP: 92121 S-1MEF 1 462 FILING As filed with the Securities and Exchange Commission on February 14, 2000 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________ Form S-1 Registration Statement Under THE SECURITIES ACT OF 1933 _______________ DIVERSA CORPORATION (Exact name of Registrant as specified in its charter) Delaware 8731 22-3297375 (State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer of incorporation or organization) Classification Code Number) Identification Number)
_______________ 10665 Sorrento Valley Road San Diego, CA 92121 (858) 623-5106 (Address, including zip code and telephone number, including area code, of Registrant's principal executive offices) _______________ Jay M. Short, Ph.D. Chief Executive Officer Diversa Corporation 10665 Sorrento Valley Road San Diego, CA 92121 (858) 623-5106 (Name, address, including zip code and telephone number, including area code, of agent for service) _______________ Copies to: M. Wainwright Fishburn, Esq. Faye H. Russell, Esq. Nancy D. Krueger, Esq. Maria P. Sendra, Esq. David D. Berger, Esq. BROBECK, PHLEGER & HARRISON LLP COOLEY GODWARD LLP 550 West C Street 4365 Executive Drive, Suite 1100 San Diego, CA 92101 San Diego, CA 92121 (619) 234-1966 (858) 550-6000
_______________ Approximate date of commencement of proposed sale to the public: As soon as possible after this Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] (File No. 333-92853) If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] _______________ CALCULATION OF REGISTRATION FEE
=================================================================================================================================== Title of each class of Proposed Proposed securities to be registered maximum maximum Amount to offering price aggregate Amount of be registered per share(1) offering registration fee price - ----------------------------------------------------------------------------------------------------------------------------------- Common Stock, $.001 par value per share 287,500 shares $24.00 $6,900,000 $1,822 - ----------------------------------------------------------------------------------------------------------------------------------- (1) The proposed maximum offering price per share is based on the proposed offering price for the shares of the Company's Common Stock offered hereby. ===================================================================================================================================
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-92853) Diversa Corporation (the "Company") hereby incorporates by reference into this Registration Statement on Form S-1 in its entirety the Registration Statement on Form S-1, as amended (File No. 333-92853), declared effective February 11, 2000 by the Securities and Exchange Commission (the "Commission"), including each of the documents filed by the Company with the Commission and incorporated or deemed to be incorporated therein. CERTIFICATION The Company hereby certifies to the Commission that (i) it has instructed its bank to pay the Commission the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission's account as soon as practicable (but no later than the close of business on February 15, 2000), (ii) it will not revoke such instructions, (iii) it has sufficient funds in the relevant account to cover the amount of such filing fee, and (iv) it will confirm receipt of such instructions by the bank during regular business hours on February 15, 2000. EXHIBIT INDEX Exhibit Number Description of Document ------- ----------------------- 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. - ------------------ * Incorporated by reference to page II-7 and Exhibit 24.1 of the Company's Registration Statement on Form s-1 (No. 333-92853) filed on December 15, 1999, as subsequently amended. 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 requirements for filing on Form S-1 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of San Diego, State of California, on February 14, 2000. DIVERSA CORPORATION By: /s/ Karin Eastham ------------------------------------- Karin Eastham Senior Vice President, Finance, and Chief Financial Officer
Signature Title Date /s/ Jay M. Short* President Chief Executive Officer and February 14, 2000 - ------------------------------------ Director (Principal Executive Officer) Jay M. Short, Ph.D. /s/ Karin Eastham Senior Vice President, Finance and February 14, 2000 - ------------------------------------ Chief Financial Officer (Principal Karin Eastham Financial and Accounting Officer) /s/ James H. Cavenaugh* Chairman of the Board of Directors February 14, 2000 - ------------------------------------ James H. Cavenaugh, Ph.D. /s/ Daniel T. Carroll* Director February 14, 2000 - ------------------------------------ Daniel T. Carroll /s/ Patricia M. Cloherty* Director February 14, 2000 - ------------------------------------ Patricia M. Cloherty /s/ Donald D. Johnston* Director February 14, 2000 - ------------------------------------ Donald D. Johnston /s/ Mark Leschly* Director February 14, 2000 - ------------------------------------ Mark Leschly /s/ Melvin I. Simon* Director February 14, 2000 - ------------------------------------ Melvin I. Simon /s/ Peter Johnson* Director February 14, 2000 - ------------------------------------ Peter Johnson *By /s/ Karin Eastham Director February 14, 2000 - ------------------------------------ Karin Eastham
EX-5.1 2 OPINION OF COOLEY EXHIBIT 5.1 [LETTERHEAD OF COOLEY GODWARD LLP] February 14, 2000 DIVERSA CORPORATION 10665 Sorrento Valley Road San Diego, CA 92121 Ladies and Gentlemen: You have requested our opinion with respect to certain matters in connection with the filing by Diversa Corporation a Delaware corporation (the "Company"), of a Registration Statement on Form S-1 (the "Abbreviated Registration Statement") with the Securities and Exchange Commission (the "Commission") pursuant to Rule 462(b) of Regulation C promulgated under the Securities Act of 1933, as amended, in connection with the issuance and sale of up to 287,500 shares of the Company's Common Stock (the "Shares") as described in the Abbreviated Registration Statement. The Shares are to be purchased by certain underwriters and offered for sale to the public together with the shares registered pursuant to Registration Statement No. 333-92853, which was declared effective on Friday, February 11, 2000 (the "Initial Registration Statement"). (Such Initial Registration Statement, as amended, together with the Abbreviated Registration Statement, is herein referred to as the "Registration Statement.") In connection with this opinion, we have examined and relied upon the Abbreviated Registration Statement, the Initial Registration Statement and related Prospectus, the Company's Certificate of Incorporation and Bylaws, as amended, and the originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Registration Statement and related Prospectus, will be validly issued, fully paid and nonassessable. We consent to the reference to our firm under the caption "Legal Matters" in the Prospectus included in the Registration Statement and to the filing of this opinion as an exhibit to the Abbreviated Registration Statement. Sincerely, Cooley Godward llp By: /s/ M. Wainwright Fishburn --------------------------- M. Wainwright Fishburn EX-23.1 3 CONSENT OF ERNST & YOUNG EXHIBIT 23.1 [ERNST & YOUNG LLP LETTERHEAD] CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the reference to our firm under the captions "Selected Financial Information" and "Experts" and to the use of our report dated January 12, 2000 except for Note 11, as to which the date is February 8, 2000, in the Registration Statement on Form S-1 (No. 333-92853) and to the incorporation by reference in this registration statement of such report. /s/ Ernst & Young LLP San Diego, California February 14, 2000 -----END PRIVACY-ENHANCED MESSAGE-----