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As filed with the Securities and Exchange Commission on September 23, 2005 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
(State of Incorporation)
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94-3133088
(I.R.S. Employer Identification No.) |
3929 Point Eden Way
Hayward, CA 94545
(Address of principal executive offices)
Employee Stock Purchase Plan
(Full title of the plans)
V. Bryan Lawlis, Jr., 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 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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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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Title of Securities to be 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 Employee
Stock Purchase Plan |
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2,000,000 |
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$ |
1.075 |
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$ |
2,150,000.00 |
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$ |
253.06 |
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(1) This Registration Statement shall cover any additional shares of the Common Stock of Aradigm
Corporation (the Company or Registrant) which become issuable under the Companys Employee
Stock Purchase 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 Companys outstanding Common Stock.
(2) 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 and
low prices of the Companys Common Stock as reported on the Nasdaq National Market on September 16,
2005 for shares available for issuance pursuant to the Plan (pursuant to Rule 457(c) under the
Act).
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8
NOS. 333-15947, 333-62039, 333-92169, 333-43152, 333-63116, 333-85244 and 333-107157
The contents of the Registration Statements on Form S-8 Nos. 333-15947, 333-62039, 333-92169,
333-43152, 333-63116, 333-85244 and 333-107157 filed with the Securities and Exchange Commission on
November 12, 1996, August 21, 1998, December 6, 1999, August 7, 2000, June 15, 2001, March 29, 2002
and July 18, 2003, respectively, are incorporated by reference herein.
EXHIBITS
Exhibit
Number
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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 |
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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
September 21, 2005.
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Aradigm Corporation
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By: |
/s/ V. Bryan Lawlis, Jr., Ph.D.
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V. Bryan Lawlis, Jr., 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 V. Bryan Lawlis, Jr., Ph.D. and Thomas C. Chesterman, 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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Signature |
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Title |
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Date |
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/s/ V. Bryan Lawlis, Jr., Ph.D.
(V. Bryan Lawlis, Jr., Ph.D.)
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President and Chief
Executive Officer
(Principal
Executive Officer)
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September 21, 2005 |
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/s/ Thomas C. Chesterman
(Thomas C. Chesterman)
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Senior Vice
President and Chief
Financial Officer
(Principal
Financial and
Accounting Officer)
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September 21, 2005 |
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/s/ Frank H. Barker
(Frank H. Barker)
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Director
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September 21, 2005 |
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/s/ Igor Gonda, Ph.D.
(Igor Gonda, Ph.D.)
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Director
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September 16, 2005 |
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Signature |
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Title |
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Date |
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/s/ Stephen O. Jaeger
(Stephen O. Jaeger)
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Director
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September 21, 2005 |
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/s/ John M. Nehra
(John M. Nehra)
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Director
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September 21, 2005 |
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/s/ Wayne I. Roe
(Wayne I. Roe)
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Director
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September 21, 2005 |
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/s/ Richard P. Thompson
(Richard P. Thompson)
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Director
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September 21, 2005 |
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/s/ Virgil D. Thompson
(Virgil D. Thompson)
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Director
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September 21, 2005 |
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EXHIBIT INDEX
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Exhibit Number |
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Description |
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Sequential Page Numbers |
5.1
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Opinion of Cooley Godward llp
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6
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23.1
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Consent of Independent Registered Public Accounting Firm
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7 |
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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.
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