As filed with the Securities and Exchange Commission on March 13, 1997
REGISTRATION NO. 333 -
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
----------------
MYRIAD GENETICS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 87-0494517
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
320 WAKARA WAY
SALT LAKE CITY, UTAH 84108
(801) 584-3600
(Address of Principal Executive Offices)
1992 EMPLOYEE, DIRECTOR AND CONSULTANT
STOCK OPTION PLAN
(Full titles of the plan)
PETER D. MELDRUM
PRESIDENT AND CHIEF EXECUTIVE OFFICER
MYRIAD GENETICS, INC.
320 WAKARA WAY
SALT LAKE CITY, UTAH 84108
(801) 584-3600
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
----------------
CALCULATION OF REGISTRATION FEE
=============================================================================================================
Proposed Proposed
maximum maximum
Title of Amount to be offering price aggregate Amount of
securities to be registered registered/1/ per share/2/ offering price/2/ registration fee
- -------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value 500,000 $36.00 $18,000,000 $5,455
=============================================================================================================
(1) The number of shares of common stock, par value $.01 per share ("Common
Stock"), stated above consists of the aggregate number of shares which may
be sold upon the exercise of options which have been granted and/or may
hereafter be granted under the Myriad Genetics, Inc. 1992 Employee, Director
and Consultant Stock Option Plan (the "Plan"). The maximum number of shares
which may be sold upon the exercise of such options granted under the Plan
is subject to adjustment in accordance with certain anti-dilution and other
provisions of the Plan. Accordingly, pursuant to Rule 416 under the
Securities Act of 1933, as amended (the "Securities Act"), this Registration
Statement covers, in addition to the number of shares stated above, an
indeterminate number of shares which may be subject to grant or otherwise
issuable after the operation of any such anti-dilution and other provisions.
(2) This calculation is made solely for the purpose of determining the
registration fee pursuant to the provisions of Rule 457(h) under the
Securities Act. The registration fee is calculated on the basis of the
average of the high and low sale prices per share of the Common Stock on the
National Market System of the National Association of Securities Dealers
Automated Quotation System (Nasdaq) as of a date (March 7, 1997) within
5 business days prior to filing this Registration Statement.
===============================================================================
EXPLANATORY NOTE
----------------
In accordance with the instructional Note to Part I of Form S-8 as
promulgated by the Securities and Exchange Commission (the "Commission"),
the information specified by Part I of Form S-8 has been omitted from
this Registration Statement on Form S-8 for offers of Common Stock
pursuant to the Plan. This Registration Statement on Form S-8 hereby
registers 500,000 new shares of Common Stock pursuant to the Plan. A
Registration Statement on Form S-8 (File No. 333-04700), registering an
aggregate of 1,000,000 shares of Common Stock under the Plan was filed
with the Commission on May 3, 1996.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
- --------------------------------------------------------
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1996.
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996.
(c) The Company's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1996.
(d) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A (File No. 0-26642) filed
under the Securities Exchange Act of 1934, including any
amendment or report filed for the purpose of updating such
description.
All reports and other documents filed by the Company after the date hereof
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of filing of such reports and documents.
Item 4. Description of Securities.
- ----------------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
- -----------------------------------------------
The validity of the issuance of the shares of Common Stock
registered under this Registration Statement has been passed upon for the
Company by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. of Boston,
Massachusetts. Members of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C. own an aggregate of approximately 2,000 shares of Common Stock of
the Company.
Item 6. Indemnification of Directors and Officers.
- --------------------------------------------------
Incorporated herein by reference to the Company's Registration
Statement on Form S-1, as amended, File No. 33-95970.
Item 7. Exemption from Registration Claimed.
- --------------------------------------------
Not applicable.
Item 8. Exhibits.
- -----------------
(4.1) Form of Common Stock Certificate (filed as Exhibit 4.2 to the
Company's Registration Statement on Form S-1, as amended, File
No. 33-95970, and incorporated herein by reference).
(4.2) Restated Certificate of Incorporation (filed as Exhibit 3.2
to the Company's Registration Statement on Form S-1, as
amended, File No. 33-95970, and incorporated herein by
reference).
II-1
(4.3) Restated By-Laws (filed as Exhibit 3.4 to the Company's
Registration Statement on Form S-1, as amended, File No. 33-
95970, and incorporated herein by reference).
(5) Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
as to the legality of the shares being registered.
(10.1) 1992 Employee, Director and Consultant Stock Option Plan
(filed as Exhibit 10.2 to the Company's Quarterly Report on
Form 10-Q for the quarter ended December 31, 1996, and
incorporated herein by reference).
(23.1) Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C. (included in opinion of counsel filed as Exhibit 5).
(23.2) Consent of KPMG Peat Marwick LLP.
(24) Power of Attorney to file future amendments (set forth on the
signature page of this Registration Statement).
Item 9. Undertakings.
- ---------------------
(a) 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:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the
information set forth in the Registration Statement;
(iii) 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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Company
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
II-2
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Company's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in
this 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the Company
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
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless
in the opinion of its counsel 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.
II-3
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Company 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 Salt Lake City, Utah on February 13, 1997.
MYRIAD GENETICS, INC.
By: /s/ PETER D. MELDRUM
--------------------------------
Peter D. Meldrum
President and Chief Executive Officer
Each person whose signature appears below constitutes and appoints
Peter D. Meldrum and Jay M. Moyes, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution in each of them, for him and in his name, place and stead,
and in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement on Form S-8 of
Myriad Genetics, Inc., 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 or necessary to be done in or about the premises,
as full 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 substitute or substitutes 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/ JOHN J. HORAN Chairman of the Board February 13, 1997
- -------------------------
John J. Horan
Vice Chairman of the Board February , 1997
- -------------------------
Walter Gilbert, Ph.D.
/s/ PETER D. MELDRUM President, Chief Executive February 13, 1997
- ------------------------- Officer and Director
Peter D. Meldrum (principal executive officer)
II-4
/s/ MARK H. SKOLNICK, PH.D. Executive Vice President February 13, 1997
- ------------------------------- of Research and Development
Mark H. Skolnick, Ph.D. and Director
/s/ JAY M. MOYES Vice President of Finance, February 13, 1997
- ------------------------------- Assistant Secretary and
Jay M. Moyes Assistant Treasurer
(principal financial and
accounting officer)
/s/ MICHAEL J. BERENDT, PH.D. Director February 13, 1997
- -------------------------------
Michael J. Berendt, Ph.D.
/s/ ARTHUR H. HAYES, JR., M.D. Director February 13, 1997
- -------------------------------
Arthur H. Hayes, Jr., M.D.
Director February , 1997
- -------------------------------
Alan J. Main, Ph.D.
/s/ DALE A. STRINGFELLOW, PH.D. Director February 13, 1997
- -------------------------------
Dale A. Stringfellow, Ph.D.
II-5
MYRIAD GENETICS, INC.
INDEX TO EXHIBITS FILED WITH
FORM S-8 REGISTRATION STATEMENT
Exhibit Sequential
Number Description Page No.
- ------- ----------- --------
(4.1) Form of Common Stock Certificate
(filed as Exhibit 4.2 to the Company's
Registration Statement on Form S-1, as
amended, File No. 33-95970, and
incorporated herein by reference).
(4.2) Restated Certificate of Incorporation
(filed as Exhibit 3.2 to the Company's
Registration Statement on Form S-1, as
amended, File No. 33-95970, and
incorporated herein by reference).
(4.3) Restated By-Laws (filed as Exhibit 3.4
to the Company's Registration
Statement on Form S-1, as amended,
File No. 33-95970, and incorporated
herein by reference).
(5) Opinion of Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C. as to the
legality of the shares being
registered.
(10.1) 1992 Employee, Director and Consultant
Stock Option Plan (filed as Exhibit
10.2 to the Company's Quarterly Report
on Form 10-Q for the quarter ended
December 31, 1996, and incorporated
herein by reference).
(23.1) Consent of Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C. (included in
opinion of counsel filed as Exhibit 5).
(23.2) Consent of KPMG Peat Marwick LLP.
(24) Power of Attorney to file future
amendments (set forth on the signature
page of this Registration Statement).
II-6
EXHIBIT 5
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
701 Pennsylvania Avenue, N.W. Telephone: 617/542-6000
Washington, D.C. 20004 Fax: 617/542-2241
Telephone: 202/434-7300
Fax: 202/434-7400
Direct Dial Number
March 13, 1997
Myriad Genetics, Inc.
320 Wakara Way
Salt Lake City, UT 84108
Gentlemen:
We have acted as counsel to Myriad Genetics, Inc., a Delaware
corporation (the "Company"), with respect to the preparation and filing
with the Securities and Exchange Commission of a Registration Statement on
Form S-8 (the "Registration Statement"), pursuant to which the Company is
registering an aggregate of 500,000 shares of its common stock, $.01 par
value per share (the "Shares"), under the Securities Act of 1933, as
amended. This opinion is being rendered in connection with the filing of
the Registration Statement. All capitalized terms used herein and not
otherwise defined shall have the respective meanings given to them in the
Registration Statement.
In connection with this opinion, we have examined the Company's
Restated Certificate of Incorporation and Restated By-Laws, both as
currently in effect; such other records of the corporate proceedings of the
Company and certificates of the Company's officers as we have deemed
relevant; and the Registration Statement and the exhibits thereto.
In our examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies.
Based upon the foregoing, we are of the opinion that (i) the Shares
have been duly authorized by the Company and (ii) the Shares, when issued
and sold as described in the Registration Statement, will be duly and
validly issued, fully paid and non-assessable shares of the Company.
Our opinion is limited to the General Corporation Laws of the State of
Delaware, and we express no opinion with respect to the laws of any other
jurisdiction. No opinion is expressed herein with respect to the
qualification of the Shares under the securities or blue sky laws of any
state or any foreign jurisdiction.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Myriad Genetics, Inc.
March 13, 1997
Page 2
We understand that you wish to file this opinion as an exhibit to the
Registration Statement, and we hereby consent thereto.
Very truly yours,
/s/ Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
MINTZ, LEVIN, COHN, FERRIS,
GLOVSKY AND POPEO, P.C.
EXHIBIT 23.2
INDEPENDENT AUDITORS CONSENT
----------------------------
We consent to incorporation by reference in the Registration Statement on
Form S-8 of Myriad Genetics, Inc. of our report dated August 9, 1996, relating
to the consolidated balance sheets of Myriad Genetics, Inc. and subsidiary as of
June 30, 1996, and 1995, and the related consolidated statements of operations,
stockholders' equity and cash flows for each of the years in the three-year
period ended June 30, 1996, which report appears in the June 30, 1996, annual
report on Form 10-K of Myriad Genetics, Inc.
/s/ KPMG PEAT MARWICK LLP
-------------------------
KPMG PEAT MARWICK LLP
Salt Lake City, Utah
March 10, 1997
