As filed with the Securities and Exchange Commission on June 14, 2002
REGISTRATION STATEMENT NO. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INVERNESS MEDICAL INNOVATIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
51 Sawyer Road, Suite 200 04-3565120
Delaware Waltham, Massachusetts 021453 (I.R.S. EMPLOYER
(STATE OF INCORPORATION) (781) 647-3900 IDENTIFICATION NO.)
(ADDRESS OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
INVERNESS MEDICAL INNOVATIONS, INC. 2001 STOCK OPTION AND INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
Ron Zwanziger
Chairman, President and Chief Executive Officer
Inverness Medical Innovations, Inc.
51 Sawyer Road, Suite 200
Waltham, Massachusetts 02453
(781) 647-3900
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
With copy
to:
Scott F. Duggan, Esq.
Goodwin Procter LLP
Exchange Place
Boston, Massachusetts 02109-2881
(617) 570-1000
CALCULATION OF REGISTRATION FEE
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Title of Securities Amounts to be Proposed Maximum Proposed Maximum Amount of
Being Registered Registered (1) Offering Price Per Aggregate Offering Registration Fee
Share (2) Price (2)
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Common Stock, par value 1,000,000 shares $17.82 $17,820,000 $1,639.44
$.001 per share
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(1) This registration statement also relates to such indeterminate number of
additional shares of the registrant's Common Stock as may be required
pursuant to the Inverness Medical Innovations, Inc. 2001 Stock Option and
Incentive Plan, as amended, in the event of a stock dividend, stock split,
split-up, recapitalization, forfeiture of stock under the plan or other
similar event.
(2) This estimate is made pursuant to Rule 457(c) and (h) under the Securities
Act of 1933, as amended, solely for the purposes of determining the amount
of the registration fee. The registration fee is based on the average of the
high and low prices for the registrant's Common Stock as reported on The
American Stock Exchange on June 12, 2002.
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This Registration Statement on Form S-8 is being filed by Inverness
Medical Innovations, Inc. (the "Company") for the purpose of registering an
additional 1,000,000 shares of common stock, par value $.001 per share, to be
issued pursuant to the Inverness Medical Innovations, Inc. 2001 Stock Option and
Incentive Plan, as amended (the "Plan"). The contents of the Company's
Registration Statement on Form S-8 (Registration No. 333-74032) relating to the
Plan are incorporated by reference into this Registration Statement in
accordance with General Instruction E to Form S-8.
ITEM 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION
4.1 -- Amended and Restated Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to the Company's Form 10-K, as amended, for the year ended
December 31, 2001, File No. 001-16789)
4.2 -- Certificate of Designation, Preferences and Rights of Series A Convertible Preferred
Stock of the Company (incorporated by reference to Exhibit 99.2 to the Company's
Current Report on Form 8-K dated December 20, 2001, File No. 001-16789)
4.3 -- Amended and Restated By-laws of the Company (incorporated by reference to Exhibit 3.3
to the Company's Form 10-K, as amended, for the year ended December 31, 2001, File
No. 001-16789)
4.4 -- Inverness Medical Innovations, Inc. 2001 Stock Option and Incentive Plan (incorporated
by reference to Exhibit 10.1 to the Company's Registration Statement on Form S-4, as
amended (File No. 333-67392))
*4.5 -- Amendment No. 1 to Inverness Medical Innovations, Inc. 2001 Stock Option and Incentive
Plan
*5.1 -- Opinion of Goodwin Procter LLP
*23.1 -- Consent of Arthur Andersen LLP
*23.2 -- Consent of Arthur Andersen LLP
*23.3 -- Consent of Amper Politziner & Mattia P.A.
23.4 -- Consent of Goodwin Procter LLP (included in Exhibit 5.1)
24.1 -- Power of Attorney (contained in signature page)
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* Filed herewith.
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 Waltham, The Commonwealth of Massachusetts, on June
14, 2002.
INVERNESS MEDICAL INNOVATIONS, INC.
By: /s/ Ron Zwanziger
------------------------------------
Ron Zwanziger
Chairman, President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints each of Ron Zwanziger and Duane L. James as such
person's true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for such person in such person's name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement (or any registration
statement for the same offering that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act of 1933), and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto each said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as such person might or could do in person, hereby ratifying and
confirming all that any said attorney-in-fact and agent, or any substitute or
substitutes of any of them, 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 by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Ron Zwanziger Chairman, President and Chief June 14, 2002
------------------------------------ Executive Officer (Principal
Ron Zwanziger Executive Officer)
/s/ Duane L. James Vice President of Finance and June 14, 2002
------------------------------------ Treasurer (Principal Financial
Duane L. James Officer and Principal Accounting
Officer)
/s/ David Scott Director June 14, 2002
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David Scott, Ph.D.
/s/ Ernest A. Carabillo Director June 13, 2002
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Ernest A. Carabillo, Jr.
/s/ Carol R. Goldberg Director June 14, 2002
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Carol R. Goldberg
/s/ Robert P. Khederian Director June 14, 2002
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Robert P. Khederian
/s/ John F. Levy Director June 12, 2002
------------------------------------
John F. Levy
/s/ Peter Townsend Director June 14, 2002
--------------------------------------
Peter Townsend
/s/ Alfred M. Zeien Director June 12, 2002
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Alfred M. Zeien
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
4.1 -- Amended and Restated Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to the Company's Form 10-K, as amended, for the year ended
December 31, 2001, File No. 001-16789)
4.2 -- Certificate of Designation, Preferences and Rights of Series A Convertible Preferred
Stock of the Company (incorporated by reference to Exhibit 99.2 to the Company's
Current Report on Form 8-K dated December 20, 2001, File No. 001-16789)
4.3 -- Amended and Restated By-laws of the Company (incorporated by reference to Exhibit 3.3
to the Company's Form 10-K, as amended, for the year ended December 31, 2001, File
No. 001-16789)
4.4 -- Inverness Medical Innovations, Inc. 2001 Stock Option and Incentive Plan (incorporated
by reference to Exhibit 10.1 to the Company's Registration Statement on Form S-4, as
amended (File No. 333-67392))
*4.5 -- Amendment No. 1 to Inverness Medical Innovations, Inc. 2001 Stock Option and Incentive
Plan
*5.1 -- Opinion of Goodwin Procter LLP
*23.1 -- Consent of Arthur Andersen LLP
*23.2 -- Consent of Arthur Andersen LLP
*23.3 -- Consent of Amper Politziner & Mattia P.A.
23.4 -- Consent of Goodwin Procter LLP (included in Exhibit 5.1)
24.1 -- Power of Attorney (contained in signature page)