As filed with the Securities and Exchange Commission on June 26, 2009

Registration No. 333-          

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

Inverness Medical Innovations, Inc.

(Exact name of registrant as specified in its charter)

		51 Sawyer Road, Suite 200
Delaware		Waltham, Massachusetts 02453		04-3565120
(State or other jurisdiction of		(Address of Principal Executive Offices)		(I.R.S. Employer
incorporation or organization)		(Zip Code)		Identification No.)

Inverness Medical Innovations, Inc. 2001 Employee Stock Purchase Plan
(Full title of the plan)

Ron Zwanziger
Chairman, Chief Executive Officer and President
Inverness Medical Innovations, Inc.
51 Sawyer Road, Suite 200
Waltham, Massachusetts 02453
(Name and address of agent for service)

(781) 647-3900
(Telephone number, including area code, of agent for service)

With a copy to:

     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 þ		Accelerated filer o		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of

Proposed

Proposed

securities to

Amount

maximum

maximum

Amount of

be

to be

offering price

aggregate

registration

registered

registered (1)

per share (2)

offering price (2)

fee

Common Stock, $0.001 par value per share

1,000,000

34.32

34,320,000.00

$1915.06

 

 

     This Registration Statement on Form S-8 is being filed by Inverness Medical Innovations, Inc. (the “Company”) for the purpose of registering an additional 1,000,000 shares of common stock, par value $.001 per share, to be issued pursuant to the Inverness Medical Innovations, Inc. 2001 Employee Stock Purchase Plan, as amended (the “Plan”). The contents of the Company’s Registration Statements on Form S-8 (Registration No. 333-74032, and Registration No. 333-152362) relating to the Plan are incorporated by reference into this Registration Statement in accordance with General Instruction E to Form S-8.

Item 5. Interests of Named Experts and Counsel.

     The validity of the securities the Company is offering is being passed upon by Jay McNamara, Esq., Senior Counsel, Corporate & Finance, of the Company. Mr. McNamara owns an aggregate of approximately 3,229 shares of common stock of the Company, as well as options to purchase an additional 20,579 shares of common stock of the Company.

Item 8. Exhibits.

Exhibit No.					Description
*5.1			—		Opinion of Jay McNamara, Esq, Senior Counsel, Corporate & Finance, of Inverness Medical Innovations, Inc.
*23.1			—		Consent of BDO Seidman, LLP, Independent Registered Public Accounting Firm.
*23.2			—		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
*23.3			—		Consent of KPMG LLP, Independent Registered Public Accounting Firm.
23.4			—		Consent of Jay McNamara, Esq., Senior Counsel, Corporate & Finance, of Inverness Medical Innovations, Inc. (included in Exhibit 5.1)
23.5			—		Power of Attorney (contained in signature page)

     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 Waltham, The Commonwealth of Massachusetts, on June 26, 2009.

POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Ron Zwanziger and David Teitel as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement (or any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, 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.

Signature		Title		Date
/s/ Ron Zwanziger		Chairman, Chief Executive		June 26, 2009
Ron Zwanziger		Officer and President (Principal Executive Officer)
/s/ David Teitel		Chief Financial Officer		June 26, 2009
David Teitel		(Principal Financial Officer and Principal Accounting Officer)
/s/ Carol R. Goldberg		Director		June 26, 2009
Carol R. Goldberg
/s/ Robert P. Khederian		Director		June 26, 2009
Robert P. Khederian
/s/ John F. Levy		Director		June 26, 2009
John F. Levy

Signature		Title		Date
/s/ Jerry McAleer, Ph.D.		Director		June 26, 2009
Jerry McAleer, Ph.D.
/s/ John A. Quelch		Director		June 26, 2009
John A. Quelch
/s/ David Scott, Ph.D.		Director		June 26, 2009
David Scott, Ph.D.
		Director		June      , 2009
Peter Townsend
/s/ James Roosevelt, Jr.		Director		June 26, 2009
James Roosevelt, Jr.
/s/ Eli Y. Adashi, MD		Director		June 26, 2009
Eli Y. Adashi, MD

EXHIBIT INDEX

Exhibit No.					Description
*5.1			—		Opinion of Jay McNamara, Esq, Senior Counsel, Corporate & Finance, of Inverness Medical Innovations, Inc.
*23.1			—		Consent of BDO Seidman, LLP, Independent Registered Public Accounting Firm.
*23.2			—		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
*23.3			—		Consent of KPMG LLP, Independent Registered Public Accounting Firm.
23.4			—		Consent of Jay McNamara, Esq., Senior Counsel, Corporate & Finance, of Inverness Medical Innovations, Inc. (included in Exhibit 5.1)
23.5			—		Power of Attorney (contained in signature page)