Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 or Organization) (IRS Employer Identification No.)
150 Webster Street
Bethlehem, Pennsylvania 18015
(Address of Principal Executive Offices) (Zip Code)
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)
CALCULATION OF REGISTRATION FEE
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Title of Proposed Maximum Proposed Maximum
Securities to Amount to be Offering Price Aggregate Amount of
be Registered Registered (1) Per Share (3) Offering Price (3) Registration Fee
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Common Stock, par value 1,800,000 shares $6.125 $11,025,000 $1,015
$.000001 per share and (4)
options and other rights
related thereto (2)
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(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.
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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.
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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
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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
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(1) Principal Executive Officer
/s/ Michael J. Gausling
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Michael J. Gausling President, Chief Executive Officer and
Director
(2) Principal Financial Officer
/s/ Ronald H. Spair
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Ronald H. Spair Executive Vice President and Chief
Financial Officer
(3) Principal Accounting Officer
/s/ Mark L. Kuna
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Mark L. Kuna Controller
(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
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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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