As filed with the Securities and Exchange Commission on July 18, 2003
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ARADIGM CORPORATION
(Exact name of registrant as specified in its charter)
CALIFORNIA 94-3133088
(State of Incorporation) (I.R.S. Employer Identification
No.)
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3929 POINT EDEN WAY
HAYWARD, CA 94545
(Address of principal executive offices)
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1996 EQUITY INCENTIVE PLAN
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
RICHARD P. THOMPSON
CHIEF EXECUTIVE OFFICER AND
CHAIRMAN OF THE BOARD OF DIRECTORS
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)
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Copies to:
JAMES C KITCH, ESQ.
JAMIE E. CHUNG, ESQ.
COOLEY GODWARD LLP
ONE MARITIME PLAZA, 20TH FLOOR
SAN FRANCISCO, CA 94111
(415) 693-2000
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CALCULATION OF REGISTRATION FEE
AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER SHARE (2) OFFERING PRICE (2) REGISTRATION FEE
---------------- ------------- ------------- ------------------ ----------------
Shares of Common 11,013,510 $1.89 $20,815,534 $1,683.98
Stock, no par value ---------- ----- ------------ ----------
per share, reserved
for future issuance
under the 1996
Equity Incentive Plan
Shares of Common 2,000,000 $1.89 $3,780,000 $305.80
Stock, no par value ---------- ----- ------------ ----------
per share, reserved
for future issuance
under the Employee
Stock Purchase Plan
Total 13,013,510 $24,595,534 $1,989.78
---------- ------------ ----------
(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 1996 Equity Incentive Plan (the "Incentive Plan")
and Employee Stock Purchase Plan (the "Purchase Plan") (the Incentive Plan and
Purchase Plan being hereinafter collectively referred to as the "Plans") 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 National Market on July 15, 2003 for shares available
for issuance pursuant to the Plans (pursuant to Rule 457(c) under the Act).
2.
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8
NOS. 333-15947, 333-62039, 333-92169, 333-43152, 333-63116 AND 333-85241
The contents of the Registration Statements on Form S-8 Nos. 333-15947,
333-62039, 333-92169, 333-43152, 333-63116 and 333-85241 filed with the
Securities and Exchange Commission on November 12, 1996, August 21, 1998,
December 6, 1999, August 7, 2000, June 15, 2001 and March 29, 2002,
respectively, are incorporated by reference herein.
EXHIBITS
EXHIBIT
NUMBER
5.1 Opinion of Cooley Godward llp
23.1 Consent of Ernst & Young LLP, Independent Auditors 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
3.
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 July 18, 2003.
ARADIGM CORPORATION
By: /s/ Richard P. Thompson
---------------------------------
Richard P. Thompson
Chief Executive Officer and
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard P. Thompson 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/ Richard P. Thompson Chief Executive Officer July 18, 2003
------------------------------ and Chairman of the
(Richard P. Thompson) Board of Directors
(Principal Executive
Officer)
/s/ Thomas C. Chesterman Senior Vice President July 18, 2003
------------------------------ and Chief Financial
(Thomas C. Chesterman) Officer (Principal
Financial and Accounting
Officer)
/s/ Frank H. Barker Director July 18, 2003
------------------------------
(Frank H. Barker)
/s/ Stan M. Benson Director July 18, 2003
------------------------------
(Stan M. Benson)
4.
Director __________, 2003
------------------------------
(Igor Gonda, Ph.D.)
/s/ John Nehra Director July 18, 2003
------------------------------
(John Nehra)
/s/ Wayne I. Roe Director July 18, 2003
------------------------------
(Wayne I. Roe)
/s/ Virgil D. Thompson Director July 18, 2003
------------------------------
(Virgil D. Thompson)
5.
EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NUMBERS
5.1 Opinion of Cooley Godward llp 7
23.1 Consent of Ernst & Young LLP, Independent Auditors 8
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.
6.