As filed with the Securities and Exchange Commission on June 19, 2006                               Registration No. 333-

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

ARADIGM CORPORATION

(Exact name of registrant as specified in its charter)

California		94-3133088
(State of Incorporation)		(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)

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

Proposed Maximum

Proposed Maximum

Title of Securities to be

Amount to be

Offering Price Per

Aggregate Offering

Amount of

Registered

Registered(1)

Share (2)

Price (2)

Registration Fee

Shares of Common Stock, no par value per share, reserved for future issuance under the 2005 Equity Incentive Plan

2,000,000

$1.54

$3,080,000.00

$329.56

(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 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.
(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 Company’s Common Stock as reported on the Nasdaq Capital Market on June 14, 2006 for shares available for issuance pursuant to the Plan (pursuant to Rule 457(c) under the Act).

 

 

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 and 333-107157 filed with the Securities and Exchange Commission on November 12, 1996, August 21, 1998, December 6, 1999, June 15, 2001 and July 18, 2003, respectively, are incorporated by reference herein.

     (b) The Company’s Annual Report on Form 10-K for the year ended December 31, 2005 and filed with the SEC on March 31, 2006, the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 and filed with the SEC on May 15, 2006 and the Company’s Current Reports on Form 8-K, filed with the SEC on February 22, 2006, March 13, 2006, April 6, 2006, April 24, 2006, May 2, 2006, May 15, 2006 and May 24, 2006.

     (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

Exhibit
Number
	5.1			Opinion of Cooley Godward llp
	23.1			Consent of Independent Registered Public Accounting Firm
	23.2			Consent of Cooley Godward llp is contained in Exhibit 5.1 to this Registration Statement
	24.1			Power of Attorney is contained on the signature pages

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 June 15, 2006.

		Aradigm Corporation
		By:		/s/ V. Bryan Lawlis, Jr., Ph.D.
		V. Bryan Lawlis, Jr., Ph.D.
		President and Chief Executive Officer

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.

Signature		Title		Date
/s/ V. Bryan Lawlis, Jr. Ph.D.                  (V. Bryan Lawlis, Jr., Ph.D.)		President and Chief Executive Officer (Principal Executive Officer)		June 15, 2006
/s/ Thomas C. Chesterman                  (Thomas C. Chesterman)		Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)		June 15, 2006
/s/ Frank H. Barker                  (Frank H. Barker)		Director		June 15, 2006
/s/ Igor Gonda, Ph.D.                  (Igor Gonda, Ph.D.)		Director		June 13, 2006
/s/ Stephen O. Jaeger                  (Stephen O. Jaeger)		Director		June 15, 2006
/s/ Virgil D. Thompson                  (Virgil D. Thompson)		Director		June 15, 2006

EXHIBIT INDEX

Exhibit						Sequential Page
Number				Description		Numbers
	5.1			Opinion of Cooley Godward llp			5
	23.1			Consent of Independent Registered Public Accounting Firm			6
	23.2			Consent of Cooley Godward llp is contained in Exhibit 5.1 to this Registration Statement			—
	24.1			Power of Attorney is contained on the signature pages.			—