As filed with the Securities and Exchange Commission on December 20, 2007
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ARADIGM CORPORATION
(Exact name of registrant as specified in its charter)
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| California
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94-3133088 |
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(I.R.S. Employer Identification No.) |
3929 Point Eden Way
Hayward, CA 94545
(Address of principal executive offices)
2005 Equity Incentive Plan
(Full title of the plans)
Igor Gonda, Ph.D.
President and Chief Executive Officer
3929 Point Eden Way
Hayward, CA 94545
(510) 265-9000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
James C Kitch, Esq.
Cooley Godward Kronish, LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94306
(415) 693-2000
CALCULATION OF REGISTRATION FEE
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Proposed Maximum |
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Proposed Maximum |
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Title of Securities to be |
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Amount to be |
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Offering Price Per |
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Aggregate Offering |
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Amount of |
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Registered |
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Registered(1) |
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Share (2) |
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Price (2) |
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Registration Fee |
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Shares of Common Stock,
no par value per share,
reserved for future
issuance under the 2005
Equity Incentive Plan
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1,600,000 |
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1.535 |
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2,456,000 |
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75.40 |
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This Registration Statement shall cover any additional shares of the Common Stock of Aradigm
Corporation (the “Company” or “Registrant”) which become issuable under the Company’s 2005 Equity
Incentive Plan (the “Plan”) set forth herein by reason of any stock dividend, stock split,
recapitalization or any other similar transaction without receipt of consideration which results in
an increase in the number of shares of the Company’s outstanding Common Stock. |
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Estimated solely for the purpose of calculating the amount of the registration fee. The
offering price per share and aggregate offering price are based upon the average of the high
($1.56) and low ($1.51) prices of the Company’s Common Stock as reported on the OTCBB on December
17, 2007 for shares available for issuance pursuant to the Plan (pursuant to Rule 457(c) under the
Act). |
TABLE OF CONTENTS
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Aradigm Corporation (the “Company”) with the Securities and
Exchange Commission (the “SEC”) are incorporated by reference into this Registration Statement:
(a) The contents of the Registration Statements on Form S-8 Nos. 333-15947, 333-62039,
333-92169, 333-63116, 333-107157 and 333-135122 filed with the Securities and Exchange Commission
on November 12, 1996, August 21, 1998, December 6, 1999, June 15, 2001, July 18, 2003 and June 19,
2006, respectively, are incorporated by reference herein.
(b) The Company’s Annual Report on Form 10-K for the year ended December 31, 2006 and filed
with the SEC on March 30, 2007, the Company’s Quarterly Report on Form 10-Q for the quarter ended
March 31, 2007 and filed with the SEC on May 15, 2007, the Company’s Quarterly Report on Form 10-Q
for the quarter ended June 30, 2007 and filed with the SEC on August 14, 2007, the Company’s
Quarterly Report on Form 10-Q for the quarter ended September 30, 2007 and filed with the SEC on
November 14, 2007 and the Company’s Current Reports on Form 8-K, filed with the SEC on January 30,
2007, February 26, 2007, April 17, 2007, June 5, 2007, July 11, 2007, July 24, 2007, August 14,
2007, September 4, 2007 and September 6, 2007.
(c) The description of the Company’s Common Stock which is contained in a registration
statement on Form 8-A filed with the SEC under the Securities Exchange Act of 1934 (the “Exchange
Act”), including any amendment or report filed for the purpose of updating such description.
All reports and other documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 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 herein and to be a part of this
registration statement from the date of the filing of such reports and documents.
EXHIBITS
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5.1
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Opinion of Cooley Godward llp |
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23.1
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Consent of Independent Registered Public Accounting Firm |
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23.2
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Consent of Cooley Godward llp is contained in Exhibit 5.1 to this Registration Statement |
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24.1
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Power of Attorney is contained on the signature pages |
2.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Hayward, State of California, on
December 17, 2007.
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Aradigm Corporation
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By: |
/s/ Igor Gonda
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Igor Gonda, Ph.D. |
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President and Chief Executive Officer |
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POWER OF ATTORNEY
Know All Persons By These Presents, that each person whose signature appears below
constitutes and appoints Igor Gonda, Ph.D. and Jeffery Grimes, and each or any one of them, his
true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for
him and in his 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 the same, 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
connection therewith, 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, or any of them, or
their or his substitutes or substitute, 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.
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Title |
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/s/ Igor Gonda
(Igor Gonda, Ph.D.)
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President and Chief
Executive Officer
(Principal
Executive Officer)
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December 17, 2007 |
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/s/ Norm Halleen
(Norm Halleen)
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Interim Chief
Financial Officer
(Principal
Financial and
Accounting Officer)
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December 17, 2007 |
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/s/ Frank H. Barker
(Frank H. Barker)
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Director
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December 17, 2007 |
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/s/ Stephen O. Jaeger
(Stephen O. Jaeger)
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Director
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December 17, 2007 |
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/s/ John M. Siebert
(John M. Siebert)
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Director
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December 17, 2007 |
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/s/ Virgil D. Thompson
(Virgil D. Thompson)
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Director
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December 17, 2007 |
3.