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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ORASURE TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 36-4370966
(STATE OF INCORPORATION) (IRS EMPLOYER IDENTIFICATION NO.)
8505 S.W. Creekside Place
Beaverton, Oregon 97008
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
ORASURE TECHNOLOGIES, INC. 2000 STOCK AWARD PLAN
ORASURE TECHNOLOGIES, INC. EMPLOYEE INCENTIVE AND
NON-QUALIFIED STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
Robert D. Thompson
Chief Executive Officer
OraSure Technologies, Inc.
8505 S.W. Creekside Place
Beaverton, Oregon 97008
Telephone (503) 641-6115
(NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
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Common Stock, par value $.000001 6,185,400 shares (1) $33,134,434(1) $8,748.00
per share and options and other
rights related thereto
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(1) Pursuant to Rule 457(h), the proposed maximum aggregate offering price and the registration fee have been
computed based on the exercise price for 3,337,158 options to purchase shares of OraSure Technologies, Inc.
common stock, par value $.000001 per share ("Common Stock"), granted prior to the date of this Registration
Statement and on the basis of the average of the high and low sales prices, $7.063 reported for the Common
Stock on the Nasdaq National Market on November 17, 2000, for the remaining 2,848,242 shares of Common Stock
currently being registered.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents filed by the registrant with the Securities and
Exchange Commission are incorporated by reference in this registration
statement:
(a) OraSure's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 2000 (the "September 30 10-Q");
(b) OraSure's Transition Report on Form 10-Q for the transition period
from October 1, 1999, to December 31, 1999, relating to the change in the
registrant's fiscal year-end from September 30 to December 31;
(c) OraSure's Current Report on Form 8-K dated September 29, 2000, as
filed by the registrant on October 16, 2000; and
(d) The description of the registrant's capital stock included as
Exhibit 99 to the September 30 10-Q.
In addition, the registrant is the successor to Epitope, Inc., under
Rule 12g-3(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Epitope was previously subject to the reporting requirements of the
Exchange Act. The following documents as filed by Epitope are also incorporated
by reference:
(a) Epitope's Annual Report on Form 10-K for the fiscal year ended
September 30, 1999;
(b) Epitope's Quarterly Reports on Form 10-Q for the fiscal quarters
ended December 31, 1999, March 31, 2000, and June 30, 2000; and
(c) Epitope's Current Reports on Form 8-K dated October 1, 1999, May
6, 2000, and September 29, 2000.
In addition, all documents filed by the registrant subsequent to the
date of filing of this Registration Statement pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this registration statement and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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None.
Item 6. Indemnification of Directors and Officers.
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Delaware law authorizes a corporation to limit or eliminate the
personal liability of its directors for monetary damages for breach of a
director's fiduciary duty of care. Delaware law further enables
corporations to limit available relief to equitable remedies such as injunction
or rescission. Absent the limitations authorized by Delaware law, directors are
accountable for monetary damages for conduct constituting gross negligence in
the exercise of their duty of care. The registrant's Certificate of
Incorporation limits the liability of its directors to the fullest extent
permitted by Delaware law. Accordingly, the registrant's directors will not be
personally liable to the registrant or its stockholders for monetary damages for
breach of a fiduciary duty as a director, except for liability for breach of the
duty of loyalty, for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, for unlawful payments of
dividends or unlawful stock repurchases or redemptions as provided in Section
174 of the General Corporation Law of the State of Delaware or for any
transaction in which a director has derived an improper personal benefit.
The registrant's bylaws require it to indemnify to the fullest extent
permitted by Delaware law any person who is a party or is threatened to be made
a party to any action, suit or proceeding by reason of the fact that such person
is or was a director, officer, employee or agent of the registrant, or is
serving as a director, officer, employee or agent of another enterprise at the
registrant's request. Indemnification is not, however, permitted under the
bylaws unless the person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the registrant's best interests
and, with respect to any criminal action or proceeding, that such person had no
reasonable cause to believe such person's conduct was unlawful. The bylaws
further provide that the registrant shall not indemnify any person for any
liabilities or expenses incurred by such person in connection with an action,
suit or proceeding by or in the right of the registrant in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to
the registrant, unless and only to the extent that the court in which the
action, suit or proceeding is brought determines that the person is entitled to
indemnity for such expenses. The indemnification provided by the bylaws is not
exclusive of any other rights to which those seeking indemnification may be
otherwise entitled.
The registrant has entered into indemnification agreements with each of
its directors and officers. The indemnification agreements provide that the
registrant will indemnify the directors and officers against all liabilities and
expenses actually and reasonably incurred in connection with any action, suit or
proceeding (including an action by or in the right of the registrant) to which
any of them is, was or at any time becomes a party, or is threatened to be made
a party, by reason of their status as a director or officer of the registrant,
or by reason of their serving or having served at the request or on behalf of
the registrant as a director, officer, trustee or in any other comparable
position of any other enterprise to the fullest extent allowed by law. No
indemnity will be provided under the indemnification agreements for any amounts
for which indemnity is provided by any other indemnification obligation or
insurance maintained by the registrant or otherwise. Indemnity will not be
available to any director or officer on account of conduct which is finally
adjudged by a court to have been knowingly fraudulent, deliberately dishonest or
willful misconduct, if a final court adjudication determines that such
indemnification is not lawful, or in respect of any suit in which judgment is
rendered against any director or officer for an accounting of profits made from
a purchase or sale of securities of the registrant in violation of Section 16(b)
of the Exchange Act or of any similar law, or on account of any remuneration
paid to any director or officer which is adjudicated to have been paid in
violation of law.
The registrant has also obtained director's and officer's liability
insurance.
Item 7. Exemption from Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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The Index to Exhibits listing the exhibits required by Item 601 of
Regulation S-K immediately follows the signature page of this registration
statement.
Item 9. Undertakings.
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(a) The 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 ("Securities Act");
(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;
(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) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act") that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act, 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 the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities 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 whether
such indemnification by it is against public policy
as expressed in the Securities Act and will be governed by the final
adjudication of such issue. The undertaking of the registrant in the preceding
sentence does not apply to insurance against liability arising under the
Securities Act.
SIGNATURES
The Registrant.
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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 Beaverton, state of Oregon, on the 17th day of
November, 2000.
OraSure Technologies, Inc.
(Registrant)
By /s/ Charles E. Bergeron
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Charles E. Bergeron
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated as of the 17th day of November, 2000.
Signature Title
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(1) Principal Executive Officer
* Robert D. Thompson Chief Executive Officer and Director
(2) Principal Financial Officer
/s/ Charles E. Bergeron
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Charles E. Bergeron Vice President and
Chief Financial Officer
(3) Principal Accounting Officer
/s/ Theodore R. Gwin
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Theodore R. Gwin Controller
(4) A majority of the Board of Directors
* ROGER L. PRINGLE Director
* FRANK G. HAUSMANN, JR. Director
* MICHAEL G. BOLTON Director
* WILLIAM W. CROUSE Director
* MICHAEL J. GAUSLING Director
* By /s/ Charles E. Bergeron
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Charles E. Bergeron
Attorney-in-fact
INDEX TO EXHIBITS
4.1 Certificate of Incorporation of the registrant. Incorporated by
reference to Exhibit 3.1 to the registrant's Registration Statement on
Form S-4 (File No. 333-39210) ("Form S-4").
4.1.1 Certificate of Amendment to Certificate of Incorporation dated May 23,
2000. Incorporated by reference to Exhibit 3.1.1 to Form S-4.
4.2 Bylaws of the registrant. Incorporated by reference to Exhibit 3.2 to
Form S-4.
4.3 Rights Agreement dated as of May 6, 2000, between the registrant and
ChaseMellon Shareholder Services, L.L.C. Incorporated by reference to
Exhibit 4.2 to Form S-4.
5 Opinion of Miller Nash LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Miller Nash LLP. Included in Exhibit 5.
24 Power of attorney of certain officers and directors.
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Other exhibits listed in Item 601 to Regulation S-K are not applicable.
Exhibit 5
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November 17, 2000
OraSure Technologies, Inc.
8505 S.W. Creekside Place
Beaverton, Oregon 97008
Subject: OraSure Technologies, Inc. Registration Statement on Form S-8
Ladies and Gentlemen:
Reference is made to the registration statement on Form S-8
("Registration Statement") to be filed by OraSure Technologies, Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission for the
purpose of registering under the Securities Act of 1933, as amended, 6,185,400
shares (the "Registered Shares") of the Company's common stock, $.000001 per
share ("Common Stock"), to be issued in connection with the Company's 2000 Stock
Award Plan and Employee Incentive and Non-Qualified Stock Option Plan
(collectively, the "Plans"), together with options and other rights related
thereto.
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such corporate records, certificates of public
officials, and other documents as we have deemed necessary or relevant as a
basis for the opinion set forth herein.
Based on the foregoing, it is our opinion that the Registered Shares,
when sold and delivered by the Company upon exercise of options or pursuant to
other rights duly granted under the Plans against payment for such shares to the
extent and in the manner required by the Plans, will be validly issued, fully
paid and non-assessable.
We consent to the use of this opinion in the Registration Statement and
in any amendments thereof.
Very truly yours,
/s/ MILLER NASH LLP
Exhibit 23.1
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated November 12, 1999 relating to the
financial statements of Epitope, Inc., which appear in Epitope, Inc.'s Annual
Report on Form 10-K for the year ended September 30, 1999.
PricewaterhouseCoopers LLP
Portland, Oregon
November 14, 2000
Exhibit 23.2
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this S-8 Registration Statement of our report dated January 26,
2000, relating to the financial statements of STC Technologies, Inc., included
in OraSure Technologies, Inc.'s S-4 Registration Statement (file number
333-39210).
ARTHUR ANDERSEN LLP
Philadelphia, PA.
November 17, 2000
