As filed with the Securities and Exchange Commission on August 3, 2009     Registration No. 333-

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

GEN-PROBE INCORPORATED

(Exact Name Of Registrant As Specified In Its Charter)

Delaware		33-0044608
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

10210 Genetic Center Drive
San Diego, California		92121
(Address Of Principal Executive Offices)		(Zip Code)

The 2003 Incentive Award Plan of Gen-Probe Incorporated
(Full Title Of The Plan)

Carl W. Hull
President and Chief Executive Officer
Gen-Probe Incorporated
10210 Genetic Center Drive
San Diego, California 92121-4362
Telephone: (858) 410-8000
(Name, Address, Including Zip Code, And Telephone Number, Including Area Code, Of Agent For Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

Proposed

Proposed

Maximum

Maximum

Aggregate

Amount to be

Offering Price

Offering Price

Amount of

Title of Securities to be Registered

Registered (1)

Per Share (2)

(2)

Registration Fee

Common Stock, par value $0.0001 per share

2,500,000 shares (3)

$

37.08

$

92,700,000

$

5,173

 

 

INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION
STATEMENT ON FORM S-8 NO. 333-135493

     This Registration Statement is being filed to increase the number of securities of the same class as other securities for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plan is effective. The Registrant previously registered shares of its Common Stock for issuance under the 2003 Plan under the Registration Statement on Form S-8 filed with the Securities and Exchange Commission, or SEC, on June 30, 2006 (File No. 333-135493). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statement referenced above.

PART II

Item 8. Exhibits.

Exhibit
Number		Description of Document
4.1		Form of Amended and Restated Certificate of Incorporation of Gen-Probe Incorporated. (1)
4.2		Certificate of Amendment of Amended and Restated Certificate of Incorporation of Gen-Probe Incorporated. (2)
4.3		Amended and Restated Bylaws of Gen-Probe Incorporated. (3)
4.4		Certificate of Elimination of Series A Junior Participating Preferred Stock of Gen-Probe Incorporated. (4)
4.5		Specimen Common Stock certificate. (1)
5.1		Opinion of Cooley Godward Kronish llp.
23.1		Consent of Independent Registered Public Accounting Firm.
23.2		Consent of Cooley Godward Kronish llp is contained in Exhibit 5.1 to this Registration Statement.
24.1		Power of Attorney is contained on the signature pages of this Registration Statement.
99.1		The 2003 Incentive Award Plan of Gen-Probe Incorporated, as adopted by the Board of Directors on March 20, 2009 and approved by the Registrant’s stockholders on May 14, 2009. (5)
99.2		The 2003 Incentive Award Plan Form of Agreements and Grant Notices, as amended. (4)
99.3		The 2003 Incentive Award Plan Form of Restricted Stock Award Agreement and Grant Notice, as amended. (6)

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 San Diego, State of California, on August 3, 2009.

POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Carl W. Hull and Herm Rosenman, and each of them, as 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 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 SEC, 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 or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either 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 date indicated.

Signature		Title		Date
/s/ Carl W. Hull   Carl W. Hull		President, Chief Executive Officer, and Director (Principal Executive Officer)		August 3, 2009
/s/ Herm Rosenman   Herm Rosenman		Senior Vice President — Finance and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)		August 3, 2009
/s/ Henry L. Nordhoff		Chairman of the Board of Directors		August 3, 2009
Henry L. Nordhoff
/s/ John W. Brown		Director		August 3, 2009
John W. Brown
/s/ Raymond V. Dittamore		Director		August 3, 2009
Raymond V. Dittamore
/s/ Armin M. Kessler		Director		August 3, 2009
Armin M. Kessler

Signature		Title		Date
/s/ John C. Martin, Ph.D.		Director		August 3, 2009
John C. Martin, Ph.D.
/s/ Phillip M. Schneider		Director		August 3, 2009
Phillip M. Schneider
/s/ Lucy Shapiro, Ph.D.		Director		August 3, 2009
Lucy Shapiro, Ph.D.
/s/ Abraham D. Sofaer		Director		August 3, 2009
Abraham D. Sofaer

EXHIBIT INDEX

Exhibit
Number		Description of Document
4.1		Form of Amended and Restated Certificate of Incorporation of Gen-Probe Incorporated. (1)
4.2		Certificate of Amendment of Amended and Restated Certificate of Incorporation of Gen-Probe Incorporated. (2)
4.3		Amended and Restated Bylaws of Gen-Probe Incorporated. (3)
4.4		Certificate of Elimination of Series A Junior Participating Preferred Stock of Gen-Probe Incorporated. (4)
4.5		Specimen Common Stock certificate. (1)
5.1		Opinion of Cooley Godward Kronish llp.
23.1		Consent of Independent Registered Public Accounting Firm.
23.2		Consent of Cooley Godward Kronish llp is contained in Exhibit 5.1 to this Registration Statement.
24.1		Power of Attorney is contained on the signature pages of this Registration Statement.
99.1		The 2003 Incentive Award Plan of Gen-Probe Incorporated, as adopted by the Board of Directors on March 20, 2009 and approved by the Registrant’s stockholders on May 14, 2009. (5)
99.2		The 2003 Incentive Award Plan Form of Agreements and Grant Notices, as amended. (4)
99.3		The 2003 Incentive Award Plan Form of Restricted Stock Award Agreement and Grant Notice, as amended. (6)