As filed with Securities and Exchange Commission on July 29, 2014
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
QUIDEL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 94-2573850 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) |
12544 High Bluff Drive, Suite 200, San Diego, California 92130
(Address of Principal Executive Offices) (Zip Code)
AMENDED AND RESTATED
2010 EQUITY INCENTIVE PLAN
(Full title of the plan)
Robert J. Bujarski
Senior Vice President, General Counsel and Corporate Secretary
Quidel Corporation
12544 High Bluff Drive, Suite 200
San Diego, California 92130
(858) 552-1100
(Name, address and telephone number (including area code) of agent for service)
With a copy to:
Jeffrey E. Beck
Snell & Wilmer L.L.P.
One Arizona Center
400 East Van Buren
Phoenix, Arizona 85004
(602) 382-6000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | x | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of securities to be registered |
Amount to be registered (1) |
Proposed maximum offering price per share (2) |
Proposed maximum aggregate offering price (2) |
Amount of registration fee | ||||
Common Stock ($0.001 par value) issuable under the Quidel Corporation Amended and Restated 2010 Equity Incentive Plan |
950,000 | $23.15 | $21,992,500 | $2,833 | ||||
| ||||||||
|
(1) | In the event of a stock split, stock dividend, or similar transaction involving the Registrants Common Stock, in order to prevent dilution, the number of shares registered shall be automatically increased to cover the additional shares in accordance with Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act). |
(2) | Estimated solely for the purpose of calculating the amount of the registration fee, pursuant to Rules 457(c) and 457(h) of the Securities Act, on the basis of the average of the high and low prices of the Registrants shares of Common Stock on July 25, 2014. |
EXPLANATORY STATEMENT
This Registration Statement on Form S-8 is filed by Quidel Corporation, a Delaware corporation (the Registrant), to register and additional 950,000 shares (Additional Shares) of the Registrants common stock, par value $0.001 per share (Common Stock), which may be offered or sold under the Quidel Corporation Amended and Restated 2010 Equity Incentive Plan (the 2010 Plan). The Additional Shares are being registered in addition to the Common Stock previously registered pursuant to Form S-8 filed on May 14, 2010 (No. 333-166845) and Form S-8 filed on June 8, 2012 (No. 333-182028) (together, the Prior Registration Statements), pursuant to which the Registrant registered 2,201,008 shares (including 1,215,008 shares previously registered under a prior plan and transferred to the 2010 Plan) and 1,500,000 shares, respectively, of Common Stock for issuance under the 2010 Plan. The contents of the Prior Registration Statements are incorporated herein by reference pursuant to General Instruction E to Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Exhibit Number |
Description |
Page or Method of Filing | ||
5.1 | Opinion of Snell & Wilmer L.L.P. | Filed herewith | ||
23.1 | Consent of Independent Registered Accounting Firm | Filed herewith | ||
23.2 | Consent of Snell & Wilmer L.L.P. | Included at Exhibit 5.1 | ||
24.1 | Power of Attorney | See Signature Pages |
2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 San Diego, State of California, on this 29th day of July, 2014.
QUIDEL CORPORATION | ||
By: | /s/ Douglas C. Bryant | |
Douglas C. Bryant | ||
President and Chief Executive Officer |
3
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Douglas C. Bryant and Randall J. Steward, and each of them, with full power of substitution and with full power to act without the other, his or her true and lawful attorney-in-fact and agent to act for him or her in his or her 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 this registration statement, 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 order to effectuate the same as fully, to all intents and purposes, as they, he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents 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 below by the following persons in the capacities indicated below and on the date indicated.
Signature |
Title |
Date | ||||
/s/ Douglas C. Bryant Douglas C. Bryant |
President, Chief Executive Officer and Director (Principal Executive Officer) | July 29, 2014 | ||||
/s/ Randall J. Steward Randall J. Steward |
Chief Financial Officer (Principal Financial and Accounting Officer) | July 29, 2014 | ||||
/s/ Mark A. Pulido |
Chairman of the Board | July 29, 2014 | ||||
Mark A. Pulido | ||||||
/s/ Thomas D. Brown |
Director | July 29, 2014 | ||||
Thomas D. Brown | ||||||
/s/ Kenneth F. Buechler |
Director | July 29, 2014 | ||||
Kenneth F. Buechler | ||||||
/s/ Rodney F. Dammeyer |
Director | July 29, 2014 | ||||
Rodney F. Dammeyer | ||||||
/s/ Mary Lake Polan |
Director | July 29, 2014 | ||||
Mary Lake Polan | ||||||
/s/ Jack W. Schuler |
Director | July 29, 2014 | ||||
Jack W. Schuler |
4
EXHIBIT INDEX
Exhibit Number |
Description |
Page or Method of Filing | ||
5.1 | Opinion of Snell & Wilmer L.L.P. | Filed herewith | ||
23.1 | Consent of Independent Registered Accounting Firm | Filed herewith | ||
23.2 | Consent of Snell & Wilmer L.L.P. | Included at Exhibit 5.1 | ||
24.1 | Power of Attorney | See Signature Pages |
Exhibit 5.1
LAW OFFICES
One Arizona Center 400 East Van Buren Street Suite 1900 Phoenix, AZ 85004-2202 602.382.6000 602.382.6070 (Fax) www.swlaw.com |
DENVER
LAS VEGAS
LOS ANGELES
LOS CABOS
ORANGE COUNTY
PHOENIX
SALT LAKE CITY
TUCSON |
July 29, 2014
Quidel Corporation
12544 High Bluff Drive, Suite 200
San Diego, California 92130
Re: | Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the Registration Statement) of Quidel Corporation, a Delaware corporation (the Company), filed with the Securities and Exchange Commission (the Commission) pursuant to the Securities Act of 1933, as amended (the Securities Act), in connection with the offering by the Company of up to an additional 950,000 shares (the Shares) of the Companys common stock, par value $0.001 per share (Common Stock), pursuant to the terms of the Companys Amended and Restated 2010 Equity Incentive Plan (the 2010 Plan).
We have examined the originals, or photostatic or certified copies, of such records of the Company and certificates of officers of the Company and of public officials and such other documents as we have deemed relevant and necessary as the basis for the opinions set forth below. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies.
Based upon the foregoing examination and in reliance thereon, and subject to the assumptions stated and in reliance on statements of fact contained in the documents that we have examined, we are of the opinion that the Shares, when issued in accordance with the terms of the 2010 Plan against payment therefor, will be validly issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name in appropriate sections of the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.
Very truly yours, |
/s/ Snell & Wilmer L.L.P. |
Snell & Wilmer is a member of LEX MUNDI, The Leading Association of Independent Law Firms.
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Quidel Corporation Amended and Restated 2010 Equity Incentive Plan of our reports dated February 27, 2014, with respect to the consolidated financial statements and schedule of Quidel Corporation and the effectiveness of internal control over financial reporting of Quidel Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2013, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
San Diego, California
July 29, 2014
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