SEC Info - Vermillion, Inc. - IPO: ‘S-1MEF’ on 9/29/00

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Vermillion, Inc. – IPO: ‘S-1MEF’ on 9/29/00

On: Friday, 9/29/00, at 8:47am ET · Effective: 9/29/00 · Accession #: 912057-0-43082 · File #s: 333-32812, 333-46902

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/29/00  Vermillion, Inc.                  S-1MEF      9/29/00    3:12K                                    Merrill Corp/FA

Initial Public Offering (IPO): Registration of Additional Securities — Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1MEF      Registration of Additional Securities                  4     23K 
 2: EX-5.1      Opinion re: Legality                                   1      8K 
 3: EX-23.1     Consent of Experts or Counsel                          1      5K

S-1MEF — Registration of Additional Securities
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Exhibits and financial statements schedules
1	1st Page - Filing Submission
2	Item 16.(a). Exhibits and financial statements schedules

S-1MEF 1st Page of 4 TOC ↑Top Previous Next ↓Bottom Just 1st
 
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 29, 2000
                                                 REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

FORM S-1
REGISTRATION STATEMENT
UNDER 
THE SECURITIES ACT OF 1933
------------------------

CIPHERGEN BIOSYSTEMS, INC.
(Exact name of Registrant as specified in its charter)

                                                        [Enlarge/Download Table]
                                                                                     
           DELAWARE                          8731                    33-059-5156     
(State or other jurisdiction of  (Primary Standard Industrial     (I.R.S. Employer   
incorporation or organization)    Classification Code Number)  Identification Number)

6611 DUMBARTON CIRCLE 
FREMONT, CA 94555 
(510) 505-2100
(Address, including zip code, and telephone number, including 
area code, of registrant's principal executive offices) 
------------------------

WILLIAM E. RICH, PH.D.
PRESIDENT AND CHIEF EXECUTIVE OFFICER 
CIPHERGEN BIOSYSTEMS, INC.
6611 DUMBARTON CIRCLE 
FREMONT, CA 94555 
(510) 505-2100

(Name, address, including zip code, and telephone number, including area code,
of agent for service) 
------------------------

COPIES TO:

                                                                [Download Table]
                                                                           
   MICHAEL J. O'DONNELL, ESQ.                    JOHN MONTGOMERY, ESQ.     
    RICHARD L. PICHENY, ESQ.                BROBECK, PHLEGER & HARRISON LLP
WILSON SONSINI GOODRICH & ROSATI                 TWO EMBARCADERO PLACE     
    PROFESSIONAL CORPORATION                         2200 GENG ROAD        
       650 PAGE MILL ROAD                         PALO ALTO, CA 94303      
      PALO ALTO, CA 94304                            (650) 424-0160        
         (650) 493-9300                                                    

------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:                
As soon as practicable after the effective date of this Registration Statement. 

   If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of  
1933, check the following box. / /                                              

If this Form is filed to register additional securities for an offering 
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier        
effective registration statement for the same offering. /X/ 333-32812           

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act   
registration statement number of the earlier effective registration statement   
for the same offering. / /                                                      

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act   
registration statement number of the earlier effective registration statement   
for the same offering. / /                                                      

  If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. / /                                                    

CALCULATION OF REGISTRATION FEE 

                                                        [Enlarge/Download Table]

                                                           AMOUNT TO BE       PROPOSED MAXIMUM         AMOUNT OF    
    TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED     REGISTERED(1)  AGGREGATE OFFERING PRICE  REGISTRATION FEE
                                                                                                                    
Common Stock $0.001 per share.............................   575,000             $9,200,000            $2,429(2)    

(1) Includes 75,000 shares subject to an over-allotment option to be granted to 
the Underwriters.                                                       

(2) The Company previously registered an aggregate of $92,000,000 worth of      
  Common Stock on a Registration Statement on Form S-1 (File No. 333-32812),
   for which a filing fee of $24,288 was previously paid on the filing of such
   Registration Statement. The Registrant has instructed a bank to transmit by
   wire transfer the filing fee to the Securities and Exchange Commission. The
   Registrant will not revoke such instruction, and it has sufficient funds in
such account to cover the amount of the registration fee.               

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--------------------------------------------------------------------------------

S-1MEF 2nd Page of 4 TOC 1st Previous Next ↓Bottom Just 2nd
INCORPORATION BY REFERENCE

This Registration Statement on Form S-1 is being filed pursuant to      
Rule 462(b) under the Securities Act of 1933, as amended. The contents of the   
Registration Statement on Form S-1 (Commission File No. 333-32812) filed by     
Ciphergen Biosystems, Inc. with the Securities and Exchange Commission as       
declared effective on September 28, 2000, are incorporated herein by reference. 

EXHIBITS

The following exhibits are filed as part of this Registration Statement:

Item 16.(a) Exhibits and financial statements schedules                         

                                                                [Download Table]

       EXHIBIT                                                                     
       NUMBER          DESCRIPTION                                                 
---------------------  -----------                                                 
                                                                                   
         5.1           Opinion of Wilson Sonsini Goodrich & Rosati, P.C., as to the
                         legality of the securities                                
        23.1           Consent of PricewaterhouseCoopers LLP, Independent          
                         Accountants                                               
        23.2           Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included 
                         in Exhibit 5.1)                                           

  All other exhibits in the prior registration statement are incorporated by
reference herein.                                                               

II-1

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SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the   
undersigned, thereunto duly authorized, in Fremont, California, on the 28th day 
of September 2000.                                                              

                                                                [Download Table]
                                              
CIPHERGEN BIOSYSTEMS, INC.                    

By:             /s/ WILLIAM E. RICH           
     -----------------------------------------
                  William E. Rich             
       PRESIDENT AND CHIEF EXECUTIVE OFFICER  

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:                                          

                                                        [Enlarge/Download Table]

              SIGNATURE                             TITLE                      DATE       
              ---------                             -----                      ----       
                                                                                          
         /s/ WILLIAM E. RICH          President and Chief Executive                       
------------------------------------    Officer, and Director           September 28, 2000
           William E. Rich              (PRINCIPAL EXECUTIVE OFFICER)                     
        /s/ MATTHEW J. HOGAN                                                              
------------------------------------  Chief Financial Officer           September 28, 2000
          Matthew J. Hogan              (PRINCIPAL FINANCIAL OFFICER)                     

                  *                                                                       
------------------------------------  Corporate Controller              September 28, 2000
          Daniel M. Caserza             (PRINCIPAL ACCOUNTING OFFICER)                    

                  *                                                                       
------------------------------------               Director             September 28, 2000
            John A. Young                                                                 

                  *                                                                       
------------------------------------               Director             September 28, 2000
        Michael J. Callaghan                                                              

                  *                                                                       
------------------------------------               Director             September 28, 2000
          Barbara J. Dalton                                                               

                  *                                                                       
------------------------------------               Director             September 28, 2000
        Jean-Francois Formela                                                             

                  *                                                                       
------------------------------------               Director             September 28, 2000
          William R. Green                                                                

                  *                                                                       
------------------------------------               Director             September 28, 2000
          James L. Rathmann                                                               

                  *                                                                       
------------------------------------               Director             September 28, 2000
            Daniel Vapnek                                                                 

*   Pursuant to Power of Attorney previously filed with the Securities and      
Exchange Commission with the Registration Statement on Form S-1 (File   
No. 333-32812) and incorporated herein by reference.                    

                                                                [Download Table]
                                      
         /s/ WILLIAM E. RICH          
------------------------------------  
           William E. Rich            
          ATTORNEY-IN-FACT            

II-2

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INDEX TO EXHIBITS 

The following exhibits are filed as part of this Registration Statement:

                                                        [Enlarge/Download Table]

      EXHIBITS                                                                       
---------------------                                                                
                                                                                     
5.1                    Opinion of Wilson Sonsini Goodrich & Rosati, P.C., as to the  
                         legality of the securities                                  
23.1                   Consent of PricewaterhouseCoopers LLP, Independent            
                         Accountants                                                 
23.2                   Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included   
                         in Exhibit 5.1)                                             

  All other exhibits in the prior registration statement are incorporated by
reference herein.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘S-1MEF’ Filing	Date	First	Last	Other Filings

Filed on / Effective on:	9/29/00	1		424B1
	9/28/00	2	3	S-1/A
				List all Filings

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Filing Submission 0000912057-00-043082 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Vermillion, Inc. – IPO: ‘S-1MEF’ on 9/29/00

On: Friday, 9/29/00, at 8:47am ET · Effective: 9/29/00 · Accession #: 912057-0-43082 · File #s: 333-32812, 333-46902

Initial Public Offering (IPO): Registration of Additional Securities — Form S-1Filing Table of Contents

S-1MEF — Registration of Additional SecuritiesDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Initial Public Offering (IPO): Registration of Additional Securities — Form S-1
Filing Table of Contents

S-1MEF — Registration of Additional Securities
Document Table of Contents