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As filed with Securities and Exchange Commission on May 14, 2010   Registration No. 333-___
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
 
QUIDEL CORPORATION
(Exact name of registrant as specified in its charter)
     
Delaware   94-2573850
(State or other jurisdiction of incorporation or organization)   (IRS Employer Identification No.)
     
10165 McKellar Court, San Diego, California   92121
(Address of Principal Executive Offices)   (Zip Code)
QUIDEL CORPORATION 2010 EQUITY INCENTIVE PLAN
(Full title of the plan)
Robert J. Bujarski
Senior Vice President, General Counsel and Corporate Secretary
Quidel Corporation
10165 McKellar Court
San Diego, California 92121
(858) 552-1100
(Name, address and telephone number (including area code) of agent for service)
With a copy to:
Jeffrey E. Beck
Snell & Wilmer L.L.P.
One Arizona Center
400 East Van Buren
Phoenix, Arizona 85004
(602) 382-6000
     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
             
Large accelerated filer o   Accelerated filer þ   Non-accelerated filer o   Smaller reporting company o
        (Do not check if a smaller reporting company)    
CALCULATION OF REGISTRATION FEE
                                             
 
                  Proposed       Proposed maximum            
  Title of securities     Amount to be       maximum offering       aggregate offering       Amount of    
  to be registered     registered (1)       price per share (2)       price (2)       registration fee    
 
Common Stock ($0.001 par value)
                                         
 
Shares not previously registered
      950,000         $13.19         $12,530,500         $893.42    
 
Shares registered under 2001 Plan (3)
      1,251,008         N/A         N/A         N/A    
 
 
(1)   In the event of a stock split, stock dividend, or similar transaction involving the Registrant’s Common Stock, in order to prevent dilution, the number of shares registered shall be automatically increased to cover the additional shares in accordance with Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”). Also includes associated preferred stock purchase rights to purchase shares of the Registrant’s Common Stock, which rights are not currently separable from the shares of Common Stock and are not currently exercisable.
 
(2)   Estimated solely for the purpose of calculating the amount of the registration fee, pursuant to Rules 457(c) and 457(h) of the Securities Act, on the basis of the average of the high and low prices of the Registrant’s shares of Common Stock on May 12, 2010.
 
(3)   Shares to be offered or sold under the Quidel Corporation 2010 Equity Incentive Plan (the “Plan”) include 1,251,008 shares previously registered for offer or sale under the Quidel Corporation 2001 Equity Incentive Plan (the “Former Plan”) that were not issued under the Former Plan as of May 12, 2010. Such shares were previously registered on Registration Statements on Form S-8 (Nos. 333-67444, 333-116971, 333-144383 and 333-166450) filed by the Registrant on August 13, 2001, June 29, 2004, July 6, 2007 and May 3, 2010, respectively. In accordance with guidance issued by the Securities and Exchange Commission, the Registrant has carried forward the registration fee previously paid with respect to such shares.
 
 

 

TABLE OF CONTENTS

PART I
Item 1. Plan Information
Item 2. Registrant Information and Employee Plan Annual Information
PART II
Item 3 Incorporation of Documents by Reference
Item 4. Description of Securities
Item 5. Interests of Named Experts and Counsel
Item 6. Indemnification of Directors and Officers
Item 7. Exemption From Registration Claimed
Item 8. Exhibits
Item 9. Undertakings
SIGNATURES
EXHIBIT INDEX
EX-4.6
EX-4.7
EX-5.1
EX-23.1
EX-23.2

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INTRODUCTION
     This Registration Statement on Form S-8 is filed by Quidel Corporation, a Delaware corporation (“Quidel” or the “Registrant”), to register 950,000 shares of the Registrant’s common stock, par value $0.001 per share (“Common Stock”), which may be offered or sold under the Quidel Corporation 2010 Equity Incentive Plan (the “Plan”). Shares to be offered or sold under the Plan also include 1,251,008 shares previously registered for offer or sale under the Quidel Corporation 2001 Equity Incentive Plan (the “Former Plan”) that were not issued under the Former Plan as of May 12, 2010. Such shares were previously registered on Registration Statements on Form S-8 (Nos. 333-67444, 333-116971, 333-144383 and 333-166450) filed by the Registrant on August 13, 2001, June 29, 2004, July 6, 2007 and May 3, 2010, respectively. The Registrant previously paid an aggregate of $7,482.40 in filing fees in connection with filing the above-referenced registration statements (including $186.75 of filing fees paid in connection with the registration of additional shares to be offered or sold under another equity plan of the Registrant). Immediately after this Registration Statement on Form S-8 becomes effective, a total of 2,201,008 shares will be registered for offer or sale under the Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1.   Plan Information.*
Item 2.   Registrant Information and Employee Plan Annual Information.*
 
*   Information required by Part I of Form S-8 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement on Form S-8 in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.   Incorporation of Documents by Reference.
     The following documents, which the Registrant has previously filed with the Securities and Exchange Commission (the “Commission”), are incorporated herein by reference and made a part hereof:
  a)   Quidel’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009;
 
  b)   Quidel’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010;
 
  c)   All other reports filed by Quidel pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since December 31, 2009;
 
  d)   The description of Quidel’s common stock contained in the Registration Statement on Form 8-A filed on February 28, 1983, including any amendment or report filed for the purpose of updating such description; and
 
  e)   The description of Quidel’s preferred stock purchase rights contained in the Registration Statement on Form 8-A filed on January 14, 1997, including any amendment or report filed for the purpose of updating such description.
     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act, subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment hereto that indicates that all securities offered hereunder have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Nothing in this Registration Statement shall be deemed to incorporate information furnished but not filed with the Commission.
     For purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated herein by reference modifies or

 

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supersedes such statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4.   Description of Securities.
     Not applicable.
Item 5.   Interests of Named Experts and Counsel.
     Not applicable.
Item 6.   Indemnification of Directors and Officers.
     Quidel is a Delaware corporation. Section 145(a) of the General Corporation Law of the State of Delaware (the “DGCL”) provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
     Section 145(b) of the DGCL provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of a corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if he or she acted under similar standards to those set forth above, except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Chancery Court or the court in which such action or suit was brought determines that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to be indemnified for such expenses which the Court of Chancery or such other court deems proper.
     Further subsections of DGCL Section 145 provide that:
          (1) to the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145 or in the defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith;
          (2) any indemnification under subsections (a) and (b) of Section 145 (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of Section 145. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (iv) by the stockholders;
          (3) expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in Section 145. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate;
          (4) the indemnification and advancement of expenses provided by, or granted pursuant to, Section 145

 

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shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office; and
          (5) a corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under Section 145.
     Pursuant to Article V of the Registrant’s Restated Certificate of Incorporation, to the fullest extent permitted by the DGCL, directors of the Registrant are relieved from liability to the Registrant or its stockholders for monetary damages for breach of their fiduciary duty as directors. Under Section 102(b)(7) of the DGCL, a corporation may relieve its directors from personal liability to such corporation or its stockholders for monetary damages for any breach of their fiduciary duty as directors except (i) for a breach of the duty of loyalty, (ii) for failure to act in good faith, (iii) for intentional misconduct or knowing violation of law, (iv) for willful or negligent violations of certain provisions in the DGCL imposing certain requirements with respect to stock repurchases, redemptions and dividends, or (v) for any transactions from which the director derived an improper personal benefit. Depending on the character of the proceeding, under Delaware law, the Registrant may indemnify against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any action, suit or proceeding if the person indemnified acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interest of the Registrant.
     Article VI of the Registrant’s Bylaws provides that the Registrant shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Registrant, by reason of the fact that he is or was a director of officer of the Registrant, or is or was serving at the request of the Registrant as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.
     To implement the provisions of the DGCL and the Bylaws, the Registrant has entered into indemnification agreements with each of its directors and each of its officers. The provisions of the indemnification agreements parallel the portions of the Bylaws described above. Absent the indemnification agreements, the indemnification that might be available to directors and officers could be changed by amendment to the Registrant’s Certificate of Incorporation and Bylaws. In the event of changes, after the date of such indemnification agreements, in any applicable law, statute or rule which expands the right of a Delaware corporation to indemnify a member of its board of directors or an officer, such changes shall be, ipso facto, within the purview of the rights and obligations under the indemnification agreements. The Registrant may seek directors and officers liability insurance against the cost of defense, settlement or payment of a judgment under certain circumstances.
Item 7.   Exemption From Registration Claimed.
     Not applicable.
Item 8.   Exhibits.
         
Exhibit Number   Description   Page or Method of Filing
4.1
  Certificate of Incorporation, as amended   Filed as Exhibit 3.1 to Quidel’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, and incorporated herein by reference
 
       
4.2
  Certificate of Designation of Rights, Preferences, Privileges and Restrictions of Series C Junior Participating Preferred Stock of Quidel Corporation   Filed as Exhibit 1(A) to Quidel’s Registration Statement on Form 8-A filed on January 14, 1997, and incorporated herein by reference
 
       
4.3
  Amended and Restated Rights Agreement dated as of December 29, 2006 between Quidel and American Stock Transfer and Trust Company, as Rights Agent   Filed as Exhibit 4.1 to Quidel’s Form 8-K filed on January 5, 2007, and incorporated herein by reference

 

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Exhibit Number   Description   Page or Method of Filing
4.4
  Amended and Restated Bylaws   Filed as Exhibit 3.2 to Quidel’s Form 8-K filed on November 8, 2000, and incorporated herein by reference
 
       
4.5
  Quidel Corporation 2010 Equity Incentive Plan   Filed as Appendix A to Quidel’s 2010 Definitive Proxy Statement filed on April 2, 2010, and incorporated herein by reference
 
       
4.6
  Form of Notice of Grant of Award and Award Agreement for Quidel Corporation 2010 Equity Incentive Plan   Filed herewith
 
       
4.7
  Form of Restricted Stock Award Agreement for Quidel Corporation 2010 Equity Incentive Plan   Filed herewith
 
       
5.1
  Opinion of Snell & Wilmer L.L.P.   Filed herewith
 
       
23.1
  Consent of Ernst & Young LLP   Filed herewith
 
       
23.2
  Consent of PricewaterhouseCoopers LLP   Filed herewith
 
       
23.3
  Consent of Snell & Wilmer L.L.P.   Included as part of Exhibit 5.1
 
       
24.1
  Power of Attorney   See Signature Page
 
       
99.1
  Form of Indemnification Agreement—Corporate Officer and/or Director   Filed as Exhibit 10.1 to Quidel’s Form 8-K filed on August 23, 2005, and incorporated herein by reference
Item 9.   Undertakings .
(a)   The undersigned 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;
 
  (ii)   To reflect in the prospectus any facts or events arising after the effective date of this 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 this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
 
  (iii)   To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;
      provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this 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.

 

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  (3)   To remove from registration by means of a post-effective amendment any of the securities being registered which 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 this 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 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 of 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.

 

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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 San Diego, State of California, on this 14th day of May, 2010.
         
  QUIDEL CORPORATION
  		 
  By:   /s/ Douglas C. Bryant    
    Douglas C. Bryant   
    President and Chief Executive Officer   
 
POWER OF ATTORNEY
     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Douglas C. Bryant and John M. Radak, and each of them with full power of substitution and with full power to act without the other, his or her true and lawful attorney-in-fact and agent to act for him or her in his or her 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 this registration statement, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange 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 order to effectuate the same as fully, to all intents and purposes, as they, he or she 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 by virtue hereof.
     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated below and on the date indicated.
             
Signature   Title   Date
 
           
By:
  /s/ Douglas C. Bryant   President, Chief Executive Officer and Director   May 14, 2010
 
           
 
  Douglas C. Bryant   (Principal Executive Officer)    
 
           
By:
  /s/ John M. Radak
 
John M. Radak 		  Chief Financial Officer
(Principal Financial and Accounting Officer) 		  May 14, 2010
 
           
By:
  /s/ Mark A. Pulido
 
Mark A. Pulido 		  Chairman of the Board    May 14, 2010
 
           
By:
  /s/ Thomas D. Brown
 
Thomas D. Brown 		  Director    May 14, 2010
 
           
By:
  /s/ Kenneth F. Buechler
 
Kenneth F. Buechler 		  Director    May 14, 2010
 
           
By:
  /s/ Rodney F. Dammeyer
 
Rodney F. Dammeyer 		  Director    May 14, 2010
 
           
By:
  /s/ Mary Lake Polan
 
Mary Lake Polan 		  Director    May 14, 2010
 
           
By:
  /s/ Jack W. Schuler
 
Jack W. Schuler 		  Director    May 14, 2010

 

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EXHIBIT INDEX
         
Exhibit Number   Description   Page or Method of Filing
4.1
  Certificate of Incorporation, as amended   Filed as Exhibit 3.1 to Quidel’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, and incorporated herein by reference
 
       
4.2
  Certificate of Designation of Rights, Preferences, Privileges and Restrictions of Series C Junior Participating Preferred Stock of Quidel Corporation   Filed as Exhibit 1(A) to Quidel’s Registration Statement on Form 8-A filed on January 14, 1997, and incorporated herein by reference
 
       
4.3
  Amended and Restated Rights Agreement dated as of December 29, 2006 between Quidel and American Stock Transfer and Trust Company, as Rights Agent   Filed as Exhibit 4.1 to Quidel’s Form 8-K filed on January 5, 2007, and incorporated herein by reference
 
       
4.4
  Amended and Restated Bylaws   Filed as Exhibit 3.2 to Quidel’s Form 8-K filed on November 8, 2000, and incorporated herein by reference
 
       
4.5
  Quidel Corporation 2010 Equity Incentive Plan   Filed as Appendix A to Quidel’s 2010 Definitive Proxy Statement filed on April 2, 2010, and incorporated herein by reference
 
       
4.6
  Form of Notice of Grant of Award and Award Agreement for Quidel Corporation 2010 Equity Incentive Plan   Filed herewith
 
       
4.7
  Form of Restricted Stock Award Agreement for Quidel Corporation 2010 Equity Incentive Plan   Filed herewith
 
       
5.1
  Opinion of Snell & Wilmer L.L.P.   Filed herewith
 
       
23.1
  Consent of Ernst & Young LLP   Filed herewith
 
       
23.2
  Consent of PricewaterhouseCoopers LLP   Filed herewith
 
       
23.3
  Consent of Snell & Wilmer L.L.P.   Included as part of Exhibit 5.1
 
       
24.1
  Power of Attorney   See Signature Page
 
       
99.1
  Form of Indemnification Agreement—Corporate Officer and/or Director   Filed as Exhibit 10.1 to Quidel’s Form 8-K filed on August 23, 2005, and incorporated herein by reference

 

Exhibit 4.6
 
         
 
  QUIDEL CORPORATION    
 
  ID: 94-2573850    
Notice of Grant of Award
  10165 McKellar Court    
and Award Agreement
  San Diego, CA 92121    
 
             
 
  Award Number:        
 
  Plan:     2010  
 
  ID:        
 
Effective                                     , you have been granted an award of                                       shares of QUIDEL CORPORATION (the Company) common stock. These shares are restricted until the vest date(s) shown below.
The current total value of the award is $                                      .
The total price of the award is $                                      .
The award will vest in increments on the date(s) shown.
             
 
  Shares   Full Vest    
 
           
 
By your signature and the Company’s signature below, you and the Company agree that this award is granted under and governed by the terms and conditions of the Company’s Award Plan as amended and the Award Agreement, all of which are attached and made a part of this document.
 
     
 
 
   
QUIDEL CORPORATION
  Date
 
   
 
 
   
 
  Date
Page 1 of 1
Date:
Time:

 

Exhibit 4.7
QUIDEL CORPORATION
RESTRICTED STOCK AWARD AGREEMENT
     This Restricted Stock Award Agreement (this “ Agreement” ) is entered into as of                                           by and between Quidel Corporation (the “ Company” ) and the undersigned employee of the Company.
      1.  Award . Pursuant to the Company’s 2010 Equity Incentive Plan (the “ Plan” ), as of (the “ Grant Date ”), the Company granted to you                                           restricted shares of Company common stock (the “ Restricted Shares ”).
      2.  Restrictions . The Restricted Shares granted to you on the Grant Date are subject to the limitations that are set forth in this Agreement and in the Plan. Without limiting the foregoing, the Restricted Shares may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, alienated or encumbered unless and until the relevant restrictions lapse, as provided in Section 3 below.
      3.  Lapse of Restrictions on Restricted Shares . The Restricted Shares remain subject to forfeiture until the restrictions covering the Restricted Shares lapse. Provided that you remain an employee of the Company in accordance with and as set forth in the Plan, the restrictions on the Restricted Shares lapse as follows:                                           .
      4.  Payment of Purchase Price . As consideration for the Restricted Shares, you agree to pay to the Company in cash $                                           which is an amount equal to $0.01 per share of Restricted Share within five (5) business days of signing this Agreement.
      5.  Custody of Shares . Your rights with respect to the Restricted Shares will be evidenced by this Agreement. The Restricted Shares subject hereto will be held in book-entry form by the Company and its transfer agent and will be classified as restricted in the book-entry account in your name, until restrictions lapse. As restrictions lapse on the Restricted Shares, you may either instruct the Company to issue a physical certificate in your name or transfer the vested shares to your designated brokerage account.
      6.  Repurchase . In the event that your employment with the Company is terminated for any reason, the Company will repurchase any remaining Restricted Shares (shares in which the restrictions have not lapsed) following your termination for an amount equal to $0.01 per share, without interest or premium, in accordance with the Plan.
      7.  Tax Withholding Obligations . In general, when restrictions on shares of your Restricted Shares lapse, you recognize ordinary income for federal and state tax purposes in an amount equal to the excess of the fair market value of the shares at that time over the purchase price. In this regard, you trigger tax withholding obligations and are required to remit to the Company an amount sufficient to satisfy such tax withholding obligations for payment over to the appropriate taxing authorities. The Company may, in the exercise of its discretion in accordance with the Plan, allow satisfaction of tax withholding requirements by accepting delivery of stock of the Company or by withholding a portion of the shares of the Restricted Shares that are otherwise issuable in connection with any lapse of restrictions.

 

 

      8.  Section  83(b) Election . You understand that you are entitled to make an election pursuant to Section 83(b) of the Internal Revenue Code within thirty (30) days after the Grant Date , or comparable provisions of any state tax law, to include in your gross income the fair market value (as of the date of acquisition) of the Restricted Shares to the extent it exceeds the purchase price paid for the Restricted Shares only if, prior to making any such election, you (a) notify the Company of your intention to make such election, by delivering to the Company a copy of the fully-executed Section 83(b) Election Form attached hereto as Exhibit A , and (b) pay to the Company an amount sufficient to satisfy any taxes or other amounts required by any governmental authority to be withheld or paid over to such authority for your account, or otherwise make arrangements satisfactory to the Company for the payment of such amounts through withholding or otherwise. You understand that if you do not make a proper and timely Section 83(b) election, generally under Section 83 of the Code, at the time the forfeiture restrictions applicable to the Restricted Shares lapse, you will recognize ordinary income and be taxed in an amount equal to the fair market value of the Restricted Shares as of the date the forfeiture restrictions lapse.
      You acknowledge that it is your sole responsibility, and not the Company’s, to file a timely election under Section  83(b) , even if you request that the Company or its representative make this filing on your behalf. You are relying solely on your advisors with respect to the decision as to whether or not to file a Section 83(b) election.
      9.  Miscellaneous .
          (a) Entire Agreement . This Agreement and the Plan, which is incorporated by reference herein, together constitute the entire agreement regarding the Restricted Shares, and supersede all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings, among the parties with respect to the subject matter of this Agreement. This Agreement shall be binding upon and inure solely to the benefit of each of the parties and their respective successors and assigns.
          (b) Amendment . This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing signed on behalf of each party hereto.
          (c) No Right to Continued Employment . The grant of Restricted Shares and this Agreement do not confer upon you any right to continue as an employee of the Company or an affiliate of the Company, nor does it limit in any way the right of the Company or any affiliate of the Company to terminate your services with the Company or any such affiliate at any time, with or without cause. Unless otherwise set forth in a written agreement binding upon the Company or any affiliate of the Company, your employment by the Company or any affiliate is “at will.”
          (d) No Assignment . You may not assign this Agreement or any rights granted hereunder.
          (e) Counterparts . This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to

 

 

the other party. This Agreement may be executed by facsimile signature and a facsimile signature shall constitute an original for all purposes.
          IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the date first indicated above.
         
  Quidel Corporation
  		 
  By:      
    Name:      
    Title:      
 
       
 
  Employee  
 
     
 
     
 
     
 
  Signature  
 
     
 
     
 
     
 
  Print Name  

 

 

EXHIBIT A
to Restricted Stock Award Agreement
ELECTION TO INCLUDE VALUE OF RESTRICTED PROPERTY
IN GROSS INCOME IN YEAR OF TRANSFER
INTERNAL REVENUE CODE § 83(b)
The undersigned hereby elects pursuant to Section 83(b) of the Internal Revenue Code with respect to the property described below, and supplies the following information in accordance with the regulations promulgated thereunder:
1.   Name, address and taxpayer identification number of the undersigned:
 
   
 
 
   
 
 
   
 
 
    Taxpayer I.D. No.:
 
 
    Taxpayer I.D. No. of Spouse (if applicable)
 
 
2.   Description of property with respect to which the election is being made:
 
                                               shares of Common Stock of Quidel Corporation, a Delaware corporation (the “Company”)
 
3.   Date on which property was acquired:
 
 
4.   Taxable year to which this election relates:
 
 
5.   Nature of the restrictions to which the property is subject:
 
    If the taxpayer’s service as a                                           of the Company terminates for any reason before the restrictions on the Common Stock lapse, the Company will have the right to repurchase the Common Stock from the taxpayer at $0.01 per share. The Common Stock vests according to the following schedule:
 
 
 
   
 
 
    The Common Stock is non-transferable by the taxpayer until the restrictions lapse and is held as restricted in a book-entry account of the Company and its transfer agent, under taxpayer’s name.
 
6.   Fair market value of the property:
 
    The fair market value at the time of transfer (determined without regard to any restrictions other than restrictions that by their terms will never lapse) of the property with respect to which this election is being made is $                                           per share.
 
7.   Amount paid for the property:
 
    The amount paid by the taxpayer for said property is $ 0.01 per share.
 
8.   Furnishing statement to employer:
 
    A copy of this statement has been furnished to Quidel Corporation.
Date:                                          
     
 
   
 
  Signature
 
   
 
 
   
 
  Printed Name
This election must be filed with the Internal Revenue Service Center with which taxpayer files his or her Federal income tax returns and must be made within thirty (30) days after the date of the Grant Date of the Restricted Shares. This filing should be made by registered or certified mail, return receipt requested. The taxpayer must retain two (2) copies of the completed form for filing with his or her Federal and state tax returns for the current tax year and an additional copy for his or her records.

 

Exhibit 5.1
     
Snell & Wilmer L.L.P.
  DENVER
Law Offices
  LAS VEGAS
One Arizona Center
  LOS ANGELES
Phoenix, AZ 85004-2202
  LOS CABOS
602.382.6000
  ORANGE COUNTY
602.382.6070 (Fax)
  PHOENIX
www.swlaw.com
  SALT LAKE CITY
 
  TUCSON
May 14, 2010
Quidel Corporation
10165 McKellar Court
San Diego, California 92121
     Re:       Registration Statement on Form S-8
Ladies and Gentlemen:
     We have examined the Registration Statement on Form S-8 (the “Registration Statement”) of Quidel Corporation, a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering by the Company of up to 950,000 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), pursuant to the terms of the Company’s 2010 Equity Incentive Plan (the “Plan”).
     We have examined the originals, or photostatic or certified copies, of such records of the Company and certificates of officers of the Company and of public officials and such other documents as we have deemed relevant and necessary as the basis for the opinions set forth below. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies.
     Based upon the foregoing examination and in reliance thereon, and subject to the assumptions stated and in reliance on statements of fact contained in the documents that we have examined, we are of the opinion that the Shares, when issued in accordance with the terms of the Plan against payment therefor, will be validly issued, fully paid and non-assessable.
     We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name in appropriate sections of the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.
Very truly yours,
/s/ Snell & Wilmer L.L.P.

 

Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Quidel Corporation 2010 Equity Incentive Plan of our reports dated February 26, 2010, with respect to the consolidated financial statements and schedule of Quidel Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2009, and the effectiveness of internal control over financial reporting of Quidel Corporation filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
San Diego, California
May 14, 2010

 

Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Quidel Corporation of our report dated March 22, 2010 relating to the financial statements of Diagnostic Hybrids, Inc., which appears in Quidel Corporation’s Current Report on Form 8-K/A dated March 22, 2010.
/s/ PricewaterhouseCoopers LLP
Cincinnati, Ohio
May 14, 2010