As filed with the Securities and Exchange Commission on June 17, 2003.
FORM S-8
LYNX THERAPEUTICS, INC.
| Delaware | 94-3161073 | |
| (State of Incorporation) | (I.R.S. Employer Identification Number) |
Edward C. Albini
Chief Financial Officer
Lynx Therapeutics, Inc.
25861 Industrial Blvd.
Hayward, California 94545
(510) 670-9300
(Name, address, including zip code, and telephone number, including area code, of agent for service)
James C. Kitch, Esq.
COOLEY GODWARD LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, California 94306
| Title of Class of Securities | Amount to be | Proposed Maximum | Proposed Maximum | Amount of | ||||||||||||
| to be Registered | Registered (1) | Offering Price Per Share (2) | Aggregate Offering Price (2) | Registration Fee | ||||||||||||
Stock Options and Common
Stock (par value $0.01 per
share) |
200,000 shares | $ | 3.77 | $ | 754,000.00 | $ | 61.00 | |||||||||
| (1) | This Registration Statement shall cover any additional shares of common stock that become issuable under the 1992 Stock Option Plan, as amended, set forth herein by reason of any stock dividend, stock split, recapitalization or any similar transaction without receipt of consideration, which results in an increase in the number of shares of the outstanding common stock of Lynx Therapeutics, Inc. | ||
| (2) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and (h)(1) under the Securities Act of 1933, as amended. The offering price per share and aggregate offering price for the unissued stock options and common stock are based upon the average of the high and low prices of the Registrant’s common stock as reported on the Nasdaq SmallCap Market System on June 12, 2003. |
Approximate
date of commencement of proposed sale to the public:
as soon as practicable after this Registration Statement becomes effective.
| EXHIBITS | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| EXHIBIT 5.1 | ||||||||
| EXHIBIT 23.1 | ||||||||
| EXHIBIT 99.1 | ||||||||
INCORPORATION BY REFERENCE OF
CONTENTS OF REGISTRATION STATEMENTS ON FORM S-8
NOS. 333-86634, 333-94872, 333-21997, 333-59157, 333-39480, 333-63804 and
333-100793
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 200,000 shares of the Registrant’s common stock to be issued pursuant to the Registrant’s 1992 Stock Option Plan, as amended (the “Plan”). The contents of the Registration Statements on Form S-8 Nos. 333-86634, 333-94872, 333-21997, 333-59157, 333-39480, 333-63804 and 333-100793 previously filed with the Securities and Exchange Commission on November 21, 1994, July 24, 1995, February 19, 1997, July 15, 1998, June 16, 2000, June 25, 2001 and October 28, 2002, respectively, are incorporated by reference herein.
EXHIBITS
| Exhibit | ||
| Number | Description | |
| 4.1 | Amended and Restated Certificate of Incorporation of the Company* | |
| 4.1.1 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company** | |
| 4.2 | Bylaws of the Company, as amended* | |
| 5.1 | Opinion of Cooley Godward LLP | |
| 23.1 | Consent of Ernst & Young LLP, Independent Auditors | |
| 23.2 | Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this Registration Statement | |
| 24.1 | Power of Attorney is contained on the signature page to this Registration Statement | |
| 99.1 | 1992 Stock Option Plan, as amended |
** Filed previously as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002, filed with the Commission on March 28, 2003, and incorporated herein by reference.
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 Hayward, County of Alameda, State of California, on June 17, 2003.
| LYNX THERAPEUTICS, INC. | ||||
| By: | /s/ Kevin P. Corcoran | |||
| Kevin P. Corcoran | ||||
| President and Chief Executive Officer | ||||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kevin P. Corcoran and Edward C. Albini, 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 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, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Kevin P. Corcoran
Kevin P. Corcoran |
President, Chief Executive Officer and Director (Principal Executive Officer) |
June 17, 2003 | ||
| /s/ Edward C. Albini
Edward C. Albini |
Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) |
June 17, 2003 | ||
| /s/ Craig C. Taylor
Craig C. Taylor |
Chairman of the Board | June 17, 2003 | ||
| /s/ Marc D. Kozin
Marc D. Kozin |
Director | June 17, 2003 | ||
| /s/ Sydney Brenner, M.B., D.Phil.
Sydney Brenner, M.B., D. Phil. |
Director | June 17, 2003 | ||
| /s/ James C. Kitch
James C. Kitch |
Director | June 17, 2003 | ||
| /s/ Leroy Hood, M.D., Ph.D.
Leroy Hood, M.D., Ph.D. |
Director | June 17, 2003 | ||
David C. U’Prichard, Ph.D. |
Director | June , 2003 | ||
| /s/ Richard P. Woychik, Ph.D. Richard P. Woychik, Ph.D. |
Director | June 17, 2003 | ||
| /s/ James V. Mitchell
James V. Mitchell |
Director | June 17, 2003 |
EXHIBIT INDEX
| Exhibit | ||
| Number | Description | |
| 4.1 | Amended and Restated Certificate of Incorporation of the Company* | |
| 4.1.1 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company** | |
| 4.2 | Bylaws of the Company, as amended* | |
| 5.1 | Opinion of Cooley Godward LLP | |
| 23.1 | Consent of Ernst & Young LLP, Independent Auditors | |
| 23.2 | Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this Registration Statement | |
| 24.1 | Power of Attorney is contained on signature pages to this Registration Statement | |
| 99.1 | 1992 Stock Option Plan, as amended |
** Filed previously as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002, filed with the Commission on March 28, 2003, and incorporated herein by reference.