REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post-Effective Amendment No. 1
to
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 PURCHASE 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)
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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 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.
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
post-effective amendment No. 1 to 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
post-effective amendment No. 1 to 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., as Rights Agent. 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
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Other exhibits listed in Item 601 to Regulation S-K are not applicable.
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 Post-Effective Amendment No. 1 to 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