UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Biacore International AB (publ)
(Exact name of registrant as specified in its charter)
Kingdom of Sweden N/A
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Biacore International SA, Puits-Godet 12, CH-2000 Neuchatel, Switzerland
(Address of Principal Executive Offices)
Biacore Stock Option Plan 2003
(Full title of the plan)
CT Corporation System, 111 Eighth Avenue, 13th Floor, New York, N.Y. 10011
(Name and address of agent for service)
212 894-8570, -8940
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of each Proposed Proposed
class of maximum maximum Amount of
securities to Amount to be offering price aggregate registration
be registered registered per share offering price fee
Ordinary Shares 100,000 USD 21.90 USD 2,190,500 USD 178
In accordance with Rule 457(h), the maximum offering price per share has
been calculated pursuant to Rule 457(c) based upon the price at which the Stock
Options may be exercised, translated from Swedish kronor (SEK) 178 to United
States dollars (USD) using the June 10, 2003 Noon Buying Rate of the Federal
Reserve Bank of New York of USD 1 = SEK 8.1260.
TABLE OF CONTENTS
Introduction
Part I Information Required in the Section 10(a) Prospectus
Item 1. Plan Information
Item 2. Registrant Information
Part II Information required in the Registration Statement
Item 3. Incorporation of Documents by Reference
Item 4. Description of Securities
Item 5. Interests of Named Experts and Counsel
Item 6. Indemnification of Directors and Officers
Item 7. Exemption From Registration Claimed
Item 8. Exhibits
Item 9. Undertakings
Signatures
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
The required information is supplied directly to Plan participants in
accordance with Rule 428 under the U.S. Securities Act of 1933, as amended, (the
"Securities Act") and the "Note" to Part I of Form S-8.
Item 2. Registrant Information
The required information is supplied directly to Plan participants in
accordance with Rule 428 under the Securities Act, as amended, and the "Note" to
Part I of Form S-8.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which have been filed or furnished to the
Securities and Exchange Commission by Biacore International AB (the
"Registrant"), are incorporated by reference into this Form S-8 registration
statement:
(a) The Registrant's Annual Report on Form 20-F for the year ended December 31,
2002.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the U.S.
Securities Exchange Act of 1934, as amended, since the end of the financial
year covered by the Annual Report on Form 20-F referred to in paragraph (a)
above.
(c) The description of the Registrant's Ordinary Shares included in the
Registrant's registration statement on Form F-1 filed on November 6, 1996
with the Securities and Exchange Commission, as amended.
In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the U.S. Securities Exchange Act of 1934,
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 in this
registration statement and be part hereof from the date of filing of such
documents.
Any statement contained herein or in any document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed to
constitute a part of this registration statement, except as so modified or
superseded.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Biacore International AB pays for and is the owner of one or multiple
insurance policies which under certain circumstances provide its Board of
Directors and executive officers, including the Chairman, and the President and
CEO of Biacore International AB, with insurance coverage against certain
wrongful and alleged wrongful acts which may be made by such directors and
officers in their positions as such. Insurance may or may not cover claims made
against an insured relating to (1) registration statements, prospectuses and
related documents and (2) employee benefit programs.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT INDEX
Exhibit numbers used below are those used in Item 601 of Regulation S-K
from the SEC, which indicates which exhibits that may apply to certain forms.
Exhibit No. Description
4.1 Articles of Association of Biacore International Aktiebolag
(English translation)
5.1 Opinion of General Counsel of Biacore regarding the validity of
the securities being registered
23.1 Consent of independent accountants
24 Power of Attorney (included within Signatures)
ITEM 9. UNDERTAKINGS
Offerings on a Continuous or Delayed Basis
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change
to such information in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.
Filings Incorporating Subsequent Exchange Act Documents by Reference
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Indemnification
Insofar as indemnification to liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defence of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its councel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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 Uppsala, Sweden, on June 16, 2003.
Biacore International AB
(Registrant)
By
/s/ Lars-Olov Forslund
Lars-Olov Forslund, Chief Financial Officer
(Signature and Title)
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.
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Lars-Goran Andren, Donald R. Parfet, Ulf
Jonsson and Lars-Olov Forslund or any of them his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any or 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 and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
(Signature) (Title) (Date)
/s/ Lars-Goran Andren
Lars-Goran Andren Chairman of the Board 06/16/2003
/s/ Donald R. Parfet
Donald R. Parfet Deputy Chairman of the Board and 06/16/2003
Authorized Representative in the
United States
/s/ Tom Erixon
Tom Erixon Board Member 06/16/2003
/s/ Mats Pettersson
Mats Pettersson Board Member 06/16/2003
/s/ Ulf Jonsson
Ulf Jonsson Board Member, President and 06/16/2003
Chief Executive Officer
/s/ Lars-Olov Forslund
Lars-Olov Forslund Chief Financial Officer 06/16/2003
/s/ Gunnar Tegendal
Gunnar Tegendal Chief Accounting Officer 06/16/2003