Registration No. 333-50340
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ORASURE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-4370966
(State of incorporation) (IRS Employer Identification No.)
150 Webster Street
Bethlehem, Pennsylania 18015
(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
EPITOPE, INC. 1991 STOCK AWARD PLAN
NONQUALIFIED STOCK OPTION AGREEMENT FOR
DISCOUNTED NON-PLAN OPTION GRANTED TO
ROBERT D. THOMPSON
AGRITOPE, INC. 1992 STOCK AWARD PLAN
(Full titles of the plans)
Jack E. Jerrett
Vice President and General Counsel
OraSure Technologies, Inc.
150 Webster Street
Bethlehem, Pennsylvania 18015
Telephone (610) 882-1820
(Name, address, and telephone number of agent for service)
This post-effective amendment No. 2 to registration statement on Form S-8
(file no. 333-50340) is being filed to add plan titles to the cover page, which
were inadvertently omitted from the original filing. The opinion of counsel and
power of attorney are also being revised to include reference to the additional
plans. No other changes are being made to the original filing and the number of
registered shares remains the same.
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 post-effective
amendment No. 2 to registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Bethlehem, state of
Pennsylvania, on the 12th of February, 2002.
OraSure Technologies, Inc.
(Registrant)
By /s/ Michael J. Gausling
-------------------------------------
Michael J. Gausling
Chief Executive Officer and President
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 12th day of February, 2002.
Signature Title
(1) Principal Executive Officer
/s/ Michael J. Gausling
--------------------------------
Michael J. Gausling Chief Executive Officer, President
and Director
(2) Principal Financial Officer
/s/ Ronald H. Spair
--------------------------------
Ronald H. Spair Executive Vice President and Chief
Financial Officer
(3) Principal Accounting Officer
/s/ Mark L. Kuna
--------------------------------
Mark L. Kuna Controller
(4) A majority of the Board of Directors
* FRANK G. HAUSMANN Director
* MICHAEL G. BOLTON Director
* WILLIAM W. CROUSE Director
* ROGER L. PRINGLE Director
* CARTER H. ECKERT Director
* By /s/ Michael J. Gausling
--------------------------------
Michael J. Gausling
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 Amended and Restated Bylaws of the registrant. Incorporated by reference
to Exhibit 10 to registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2001.
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.
*Previously filed
Other exhibits listed in Item 601 to Regulation S-K are not applicable.
Exhibit 5
MILLER NASH LLP
3500 U.S. Bancorp Tower
111 S.W. Fifth Avenue
Portland, Oregon 97204-3699
February 12, 2002
OraSure Technologies, Inc.
150 Webster Street
Bethlehem, Pennsylvania 18015
Subject: OraSure Technologies, Inc., Registration
Statement on Form S-8
Ladies and Gentlemen:
Reference is made to post-effective amendment No. 2 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 amending the registration
statement with respect to the registration under the Securities Act of 1933, as
amended, of 6,185,400 shares (the "Registered Shares") of the Company's common
stock, $.000001 per share ("Common Stock"), to be issued under the Company's
2000 Stock Award Plan and its Employee Incentive and Non-Qualified Stock Option
Plan, the Epitope, Inc. 1991 Stock Award Plan, the Nonqualified Stock Option
Agreement for Discounted Non-Plan Option granted to Robert D. Thompson, and the
Agritope, Inc. 1992 Stock Award Plan (collectively, the "Plans"), together with
options and other rights related thereto. Epitope, Inc., is a predecessor to the
Company, which was merged with and into the Company effective September 29,
2000. Agritope, Inc. was a subsidiary of Epitope until December 29, 2000, when
all the capital stock of Agritope was distributed to Epitope's shareholders in a
spin-off transaction.
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 24
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Michael
J. Gausling and Jack E. Jerrett, and each of them, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution, in any and all
capacities, to sign a registration statement on Form S-8 to be filed by OraSure
Technologies, Inc., relating to 6,185,400 shares of its common stock to be
issued pursuant to the OraSure Technologies, Inc. 2000 Stock Award Plan, the
OraSure Technologies, Inc. Employee Incentive and Non-Qualified Stock Option
Plan, the Epitope, Inc. 1991 Stock Award Plan, the Nonqualified Stock Option
Agreement for Discounted Plan Option Granted to Robert D. Thompson, and the
Agritope, Inc. 1992 Stock Award Plan, and any and all amendments (including
post-effective amendments) to such registration statement, and to file the same,
with exhibits, with the Securities and Exchange Commission. In addition, the
undersigned grants unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act requisite and
necessary to be done, 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 may lawfully do or cause to be done.
IN WITNESS WHEREOF, this power of attorney has been signed by the
following persons in the capacities indicated as of February 12, 2002.
/s/ Michael J. Gausling
- ------------------------ Chief Executive Officer, President and
Michael J. Gausling Director
/s/ Michael G. Bolton Director
- ------------------------
Michael G. Bolton
/s/ William W. Crouse Director
- ------------------------
William W. Crouse
/s/ Carter H. Eckert Director
- ------------------------
Carter H. Eckert
/s/ Frank G. Hausmann Director
- ------------------------
Frank G. Hausmann
/s/ Roger L. Pringle Director
- ------------------------
Roger L. Pringle
Director
- ------------------------
Gregory B. Lawless