California (State or other jurisdiction of incorporation or organization) |
94-3133088 (I.R.S. Employer Identification No.) |
|
3929 Point Eden Way, Hayward, CA (Address of Principal Executive Offices) |
94545 (Zip Code) |
Nancy E. Pecota Vice President of Finance, Chief Financial Officer 3929 Point Eden Way Hayward, CA 94545 (510) 265-9000 |
John W. Campbell III, Esq. Raymond T. Hum, Esq. Morrison & Foerster LLP 425 Market Street San Francisco, CA 94105-2482 (415) 268-7000 |
Large accelerated filer o | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company þ |
Proposed | ||||||||||||||
Proposed | maximum | |||||||||||||
Amount to be | maximum offering | aggregate offering | Amount of | |||||||||||
Title of securities to be registered (1) | registered (2) | price per share (3) | price (3) | registration fee | ||||||||||
Shares of common stock, no par value per share,
authorized for issuance under Aradigm Corporations 2005
Equity Incentive Plan |
4,000,000 | $0.19325 | $773,000 | $55.11 | ||||||||||
(1) | Includes associated rights (the Preferred Share Purchase Rights) to purchase shares of Series A Junior Participating Preferred Stock, without par value per share, of Aradigm Corporation (the Registrant). The Preferred Share Purchase Rights are attached to shares of common stock, no par value per share (the Common Stock), of the Registrant in accordance with the Amended and Restated Rights Agreement, dated as of September 5, 2008 (the Rights Agreement), as amended from time to time, by and between the Registrant and Computershare Trust Company, N.A., as Rights Agent. The Preferred Share Purchase Rights are not exercisable until the occurrence of certain events specified in the Rights Agreement, are evidenced by the stock certificates representing the Common Stock and are transferable solely with the Common Stock. The value attributable to the Preferred Share Purchase Rights, if any, is reflected in the value of the Common Stock. | |
(2) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement on Form S-8 also covers an indeterminate number of additional shares of common stock, no par value per share, of the Registrant that become issuable under the Registrants 2005 Equity Incentive Plan, as amended, by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration, which results in an increase in the number of outstanding shares of the Registrants common stock. | |
(3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act and based upon the average of the bid and asked price of the Registrants common stock on September 22, 2010 as reported on the OTC Bulletin Board. |
PART II | ||||||||
Item 3. Incorporation of Documents by Reference. | ||||||||
Item 8. Exhibits. | ||||||||
SIGNATURES | ||||||||
EXHIBIT INDEX | ||||||||
EX-5.1 | ||||||||
EX-23.2 | ||||||||
EX-99.1 |
(a) | the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2009 filed with the Commission on March 24, 2010; | ||
(b) | the Registrants Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010 filed with the Commission on May 14, 2010; | ||
(c) | the Registrants Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010 filed with the Commission on August 13, 2010; | ||
(d) | the Registrants Current Reports on Form 8-K filed with the Commission on May 18, 2010, May 28, 2010, June 21, 2010, June 24, 2010, August 2, 2010 and September 20, 2010; | ||
(e) | the Registrants Proxy Statement relating to the 2010 Annual Meeting of Shareholders of the Registrant held on May 14, 2010 filed with the Commission on April 12, 2010; | ||
(f) | the description of the Registrants common stock contained in the Registrants Registration Statement on Form 8-A, including any amendments or reports filed with the Commission for the purpose of updating such description; and | ||
(g) | the description of the rights under the Amended and Restated Rights Agreement, dated as of September 5, 2008, as amended from time to time, by and between the Registrant and ComputerShare Trust Company, N.A., as Rights Agent, filed as Exhibit 10.33 to the Registrants Quarterly Report on Form 10-Q filed with the Commission on November 12, 2008, including any amendments or reports filed with the Commission for the purpose of updating such description. |
1
Exhibit | Filed Herewith or Incorporated by | |||
No. | Description | Reference | ||
5.1
|
Opinion of Morrison & Foerster LLP | Filed herewith. | ||
23.1
|
Consent of Morrison & Foerster LLP (included in its opinion filed herewith as Exhibit 5.1) | Filed herewith. | ||
23.2
|
Consent of Odenberg, Ullakko, Muranishi & Co. LLP | Filed herewith. | ||
24.1
|
Power of Attorney (included on signature page) | Filed herewith. | ||
99.1
|
2005 Equity Incentive Plan, as amended. | Filed herewith. |
2
ARADIGM CORPORATION |
||||
By: | /s/ Igor Gonda | |||
Name: | Igor Gonda | |||
Title: | President and Chief Executive Officer | |||
Signature | Capacity | Date | ||
/s/ Igor Gonda
|
President, Chief Executive Officer
and Director (Principal Executive Officer) |
September 24, 2010 | ||
/s/ Nancy E. Pecota
|
Vice President, Finance and Chief Financial Officer (Principal Financial and Accounting Officer) |
September 24, 2010 | ||
/s/ Virgil D. Thompson
|
Chairman of the Board and Director | September 24, 2010 | ||
/s/ Frank H. Barker
|
Director | September 24, 2010 | ||
/s/ John M. Siebert
|
Director | September 24, 2010 |
3
Exhibit | Filed Herewith or Incorporated by | |||
No. | Description | Reference | ||
5.1
|
Opinion of Morrison & Foerster LLP | Filed herewith. | ||
23.1
|
Consent of Morrison & Foerster LLP (included in its opinion filed herewith as Exhibit 5.1) | Filed herewith. | ||
23.2
|
Consent of Odenberg, Ullakko, Muranishi & Co. LLP | Filed herewith. | ||
24.1
|
Power of Attorney (included on signature page) | Filed herewith. | ||
99.1
|
2005 Equity Incentive Plan, as amended. | Filed herewith. |
4