As filed with the Securities and Exchange Commission on January 9, 2008

Registration Statement 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.

Delaware (State or Other Jurisdiction of Incorporation or Organization)		04-3565120 (I.R.S. Employer Identification No.)

51 Sawyer Road, Suite 200
Waltham, Massachusetts 02453

Inverness Medical Innovations, Inc. 2001 Stock Option and Incentive Plan

(Full Title of Plan)

Ron Zwanziger
Chairman, President and Chief Executive Officer
Inverness Medical Innovations, Inc.
51 Sawyer Road, Suite 200
Waltham, Massachusetts 02453

(781) 647-3900
(Telephone Number, Including Area Code, of Agent for Service)

With a copy to:
Jay McNamara
Senior Counsel, Corporate and Finance
Inverness Medical Innovations, Inc.
51 Sawyer Road, Suite 200
Waltham, Massachusetts 02453
(781) 647-3900

CALCULATION OF REGISTRATION FEE

Title of Securities To Be

Amount To Be

Proposed Maximum

Proposed Maximum

Amount of

Registered

Registered (1)

Offering Price Per Share (2)

Aggregate Offering Price (2)

Registration Fee

Common Stock, $.001 par value per share

3,000,000

$

54.79

$

164,370,000

$

6,459.74

(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), This registration statement also relates to such indeterminate number of additional shares of the registrant’s Common Stock as may be required pursuant to the Inverness Medical Innovations, Inc. 2001 Stock Option and Incentive Plan, as amended, in the event of a stock dividend, stock split, split-up, recapitalization, forfeiture of stock under the plan or other similar event.

(2)

This estimate is made pursuant to Rule 457(c) and 457(h)(1) under the Securities Act, solely for the purpose of determining the registration fee. The price per share and aggregate offering price are based on the average of the high and low prices of the registrant’s Common Stock as reported on the American Stock Exchange on January 3, 2008.

 

 

     This Registration Statement on Form S-8 is being filed by Inverness Medical Innovations, Inc. (the “Company”) for the purpose of registering an additional 3,000,000 shares of common stock, par value $.001 per share, to be issued pursuant to the Inverness Medical Innovations, Inc. 2001 Stock Option and Incentive Plan, as amended (the “Plan”). The contents of the Company’s Registration Statements on Form S-8 (Registration No. 333-74032, Registration No. 333-90530, Registration No. 333-106996, Registration No. 333-128937 and Registration No. 333-139878) 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 2,663 shares of common stock of the Company, as well as options to purchase an additional 20,079 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
*23.2		—		Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
*23.3		—		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
*23.4		—		Consent of Colby & Company, PLC.
23.5		—		Consent of Jay McNamara, Esq., Senior Counsel, Corporate & Finance, of Inverness Medical Innovations, Inc. (included in Exhibit 5.1)
24.1		—		Power of Attorney (contained in signature page)

SIGNATURES

     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 January 7, 2008.

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   Ron Zwanziger		Chairman, Chief Executive Officer and President (Principal Executive Officer)		January 7, 2008
/s/ David Teitel   David Teitel		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)		January 7, 2008
/s/ Carol R. Goldberg   Carol R. Goldberg		Director		January 7, 2008
/s/ Robert P. Khederian   Robert P. Khederian		Director		January 7, 2008
/s/ John F. Levy   John F. Levy		Director		January 7, 2008
/s/ Jerry McAleer   Jerry McAleer, Ph.D.		Director		January 7, 2008
/s/ John A. Quelch   John A. Quelch		Director		January 7, 2008
David Scott Ph.D.		Director		January   , 2008
/s/ Peter Townsend   Peter Townsend		Director		January 7, 2008

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
*23.2		—		Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
*23.3		—		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
*23.4		—		Consent of Colby & Company, PLC.
23.5		—		Consent of Jay McNamara, Esq., Senior Counsel, Corporate & Finance, of Inverness Medical Innovations, Inc. (included in Exhibit 5.1)
24.1		—		Power of Attorney (contained in signature page)