SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 or Organization) (IRS Employer Identification No.)
150 Webster Street
Bethlehem, Pennsylvania 18015
(Address of Principal Executive Offices) (Zip Code)
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ORASURE TECHNOLOGIES, INC. 2000 STOCK AWARD PLAN
(Full Title of the Plan)
Jack E. Jerrett
Vice President, General Counsel and Secretary
OraSure Technologies, Inc.
150 Webster Street
Bethlehem, Pennsylvania 18015
Telephone (610) 882-1820
(Name, Address, and Telephone Number of Agent for Service)
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers such additional shares as may hereinafter be offered or issued to prevent dilution resulting from stock splits, stock dividends, recapitalization or certain other capital adjustments.
(2) Includes rights to purchase OraSure Technologies, Inc. Series A Preferred Stock.
(3) Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for purposes of calculating the registration fee, based upon the average of the high and low sales prices of the Common Stock as reported in The Nasdaq Stock Market on December 20, 2002.
(4) Represents the additional shares of Common Stock subject to future grants under the Company's 2000 Stock Award Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information required by Part I of Form S-8 is included in documents to be given to the recipient of the securities registered hereby in accordance with Rule 428(b)(1) under the Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement is filed solely to reflect an increase of 1,800,000 shares of the Registrant's common stock, par value $0.000001 per share, reserved for the Registrant's 2000 Stock Award Plan, as amended and restated (the "Plan"). Except as noted below, in accordance with General Instruction E to Form S-8, the contents of the Registration Statement No. 333-50340 filed on November 11, 2000 and the Post Effective Amendments thereto filed on June 27, 2001 and February 14, 2002 are incorporated herein by reference.
Item 3. Incorporation of Certain Documents by Reference.
The Company has not been able to obtain, after reasonable efforts, the written consent of Arthur Andersen LLP to its being named in this Registration Statement and to the incorporation by reference in this Registration Statement of its report on the Company's financial statements as required by the Securities Act of 1933, as amended (the "Securities Act"). Therefore, in reliance on Rule 437a promulgated under the Securities Act, the Company has dispensed with the requirement to file with this Registration Statement a written consent from Arthur Andersen LLP. As a result, your ability to assert claims against Arthur Andersen LLP may be limited. Since the Company has not been able to obtain the written consent of Arthur Andersen LLP, you will not be able to recover against Arthur Andersen LLP under Section 11 of the Securities Act for any untrue statements of a material fact contained in such report or financial statements or any omissions to state a material fact required to be stated therein.
Item 5. Interests of Named Experts and Counsel.
An opinion stating that the Common Stock registered hereunder, when sold and delivered in accordance with the provisions of the Plan and the terms of any applicable grant, will be validly issued, fully paid and nonassessable, has been rendered to the Company by Jack E. Jerrett, Vice President and General Counsel of the Company. Mr. Jerrett holds options to purchase 85,000 shares of Common Stock under the Plan and is also eligible to receive future awards under the Plan.
Item 8. Exhibits.
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.
Pursuant to the requirements of the Securities Act of 1933, the Company 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 Bethlehem, Commonwealth of Pennsylvania, on this 27th of December, 2002.
OraSure Technologies, Inc.
(Registrant)
By /s/ Ronald H. Spair ------------------- Ronald H. Spair Executive Vice President and 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 27th day of December, 2002.
Signature Title
--------- -----
(1) Principal Executive Officer
/s/ Michael J. Gausling
--------------------------------
Michael J. Gausling President, Chief Executive Officer 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
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(4) The following members of the Board of Directors:
* WILLIAM W. CROUSE Director
* CARTER H. ECKERT Director
* FRANK G. HAUSMANN, JR. Director
* RICHARD J. LANE Director
* GREGORY B. LAWLESS Director
* ROGER L. PRINGLE Director
* DOUGLAS G. WATSON Director
* By /s/ Ronald H. Spair
-----------------------------
Ronald H. Spair
Attorney-in-fact
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INDEX TO EXHIBITS
4.1 Specimen certificate representing shares of OraSure Technologies, Inc.
$.000001 par value Common Stock is incorporated by reference to Exhibit
4.1 to the Company's Registration Statement on Form S-4 (No. 333-39210).
4.2 Rights Agreement, dated as of May 6, 2000, between OraSure Technologies,
Inc. and ChaseMellon Shareholder Service, L.L.C. (now called Mellon
Investor Services LLC), as Rights Agent, is incorporated by reference to
Exhibit 4.2 to the Company's Registration Statement on Form S-4 (No.
333-39210).
4.3 Stockholders' Agreement among STC Technologies, Inc., HealthCare Ventures
V, L.P., RHO Management Trust II, Hudson Trust, and Pennsylvania Early
Stage Partners, L.P., dated March 30, 1999, is incorporated by reference
to Exhibit 4.3 to the Company's Registration Statement on Form S-4 (No.
333-39210).
4.4 Amendment to Stockholders' Agreement filed as Exhibit 4.3 is incorporated
by reference to Exhibit 4.4 to the Company's Registration Statement on
Form S-4 (No. 333-39210).
4.5 Second Amendment to Stockholders' Agreement filed as Exhibit 4.3 is
incorporated by reference to Exhibit 4 to the Company's Quarterly Report
on Form 10-Q for the quarter ended June 30, 2001.
5 Opinion of Jack E. Jerrett, Vice President and General Counsel of OraSure
Technologies, Inc.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Jack E. Jerrett (included in Exhibit 5).
24 Power of Attorney.
99.1 OraSure Technologies, Inc. 2000 Stock Award Plan, as amended and
restated, effective as of May 20, 2002, is incorporated by reference to
Exhibit 10.1 to Amendment No. 1 to the Company's Quarterly Report on Form
10-Q for the quarterly period ended June 30, 2002.
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Exhibit 5
December 27, 2002
OraSure Technologies, Inc.
150 Webster Street
Bethlehem, Pennsylvania 18015
Re: OraSure Technologies, Inc. Registration Statement on Form S-8
Ladies and Gentlemen:
As Vice President and General Counsel of OraSure Technologies, Inc., a Delaware corporation (the "Company"), I am familiar with the registration statement on Form S-8 ("Registration Statement") to be filed by the Company with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933, as amended (the "Act"), 1,800,000 shares (the "Registered Shares") of the Company's common stock, $.000001 par value ("Common Stock"), to be issued in connection with the Company's 2000 Stock Award Plan (the "Plan"), together with options and other rights related thereto.
I have examined and relied upon originals or copies, certified or otherwise authenticated to my satisfaction, of all corporate records, documents, agreements or other instruments of the Company, and have made such investigation of law, as I have deemed necessary or appropriate as a basis for this opinion.
I am admitted to the Bar of the Commonwealth of Pennsylvania, and I express no opinion as to the basis of any jurisdiction other than the Federal laws of the United States of America and the General Corporation Law of the State of Delaware.
Based upon and subject to the foregoing, it is my 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 Plan against payment for such shares to the extent and in the manner required by the Plan and the terms of any applicable grant, will be validly issued, fully paid and non-assessable.
I consent to the reference made to me and the use of this opinion in the Registration Statement and in any amendments thereof.
Very truly yours,
/s/ Jack E. Jerrett |
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 15, 2001 relating to the financial statements of Epitope, Inc., which appears in OraSure Technologies, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2001.
PricewaterhouseCoopers LLP
Portland, Oregon
December 23, 2002
Exhibit 24
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Ronald H. Spair 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 1,800,000 shares of its common stock to be issued pursuant to the OraSure Technologies, Inc. 2000 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 May 20, 2002.
/s/ Michael J. Gausling President, Chief Executive ----------------------------------------- Officer and Director Michael J. Gausling /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/ Richard J. Lane Director ----------------------------------------- Richard J. Lane /s/ Gregory B. Lawless Director ----------------------------------------- Gregory B. Lawless /s/ Roger L. Pringle Director ----------------------------------------- Roger L. Pringle /s/ Douglas G. Watson Director ----------------------------------------- Douglas G. Watson |
ACKNOWLEDGMENT BY AGENT
I Ronald H. Spair, have read the above power of attorney, and I am the person identified as the attorney-in-fact and agent for the principals whose signatures appear above. I hereby acknowledge that in the absence of a specific provision to the contrary in the power of attorney or in the Pennsylvania Probate, Estates and Fiduciaries Code (20 Pa. C.S.), when I act as attorney-in-fact and agent:
I shall exercise the power for the benefit of the principals.
I shall keep the assets of the principals separate from my assets.
I shall exercise reasonable caution and prudence.
I shall keep a full and accurate record of all actions, receipts and disbursements on behalf of the principals.
*By /s/ Ronald H. Spair May 20, 2002
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Ronald H. Spair (Attorney-in-fact)
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