As filed with the Securities and Exchange Commission on March 29, 2002
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
RICHARD P. THOMPSON
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)
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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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Page 1 of 8 Pages
Exhibit Index at Page 6
CALCULATION OF REGISTRATION FEE
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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
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Shares of Common Stock, no par 500,000 $4.65 $2,325,000.00 $213.90
value per share, reserved for
future issuance under the
Employee Stock Purchase Plan
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(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 Employee Stock Purchase 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 National Market on March 22, 2002 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 AND 333-63116
The contents of the Registration Statements on Form S-8 Nos. 333-15947,
333-62039, 333-92169, 333-43152 and 333-63116 filed with the Securities and
Exchange Commission on November 12, 1996, August 21, 1998, December 6, 1999,
August 7, 2000 and June 15, 2001, 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 March 29, 2002.
ARADIGM CORPORATION
By: /s/ Richard P. Thompson
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Richard P. Thompson
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard P. Thompson and Michael
Molkentin, 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 President, Chief Executive Officer March 29, 2002
-------------------------------------------- and Director (Principal Executive
(RICHARD P. THOMPSON) Officer)
/s/ Michael Molkentin Acting Chief Financial Officer March 29, 2002
-------------------------------------------- (Principal Financial and Accounting
(MICHAEL MOLKENTIN) Officer)
/s/ Frank H. Barker Director March 29, 2002
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(FRANK H. BARKER)
/s/ Stan M. Benson Director March 29, 2002
--------------------------------------------
(STAN M. BENSON)
/s/ Igor Gonda, Ph.D. Director March 29, 2002
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(IGOR GONDA, PH.D.)
4.
SIGNATURE TITLE DATE
/s/ John Nehra Director March 29, 2002
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(JOHN NEHRA)
/s/ Wayne I. Roe Director March 29, 2002
--------------------------------------------
(WAYNE I. ROE)
/s/ Virgil D. Thompson Director March 29, 2002
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(VIRGIL D. THOMPSON)
5.
EXHIBIT INDEX
EXHIBIT SEQUENTIAL PAGE
NUMBER DESCRIPTION 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.