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Share Name | Share Symbol | Market | Type |
---|---|---|---|
QuidelOrtho Corporation | NASDAQ:QDEL | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.28 | 0.66% | 42.50 | 39.50 | 43.58 | 43.29 | 41.87 | 42.92 | 902,037 | 01:00:00 |
Delaware
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94-2573850
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(State or other jurisdiction of
incorporation or organization)
|
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(I.R.S. Employer
Identification No.)
|
Large accelerated filer
|
|
x
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Accelerated filer
|
¨
|
|
|
|
|
|
Non-accelerated filer
|
|
(Do not check if a smaller reporting company)
¨
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Smaller reporting company
|
¨
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Title of securities to be registered
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Amount to be
registered (1)
|
Proposed maximum
offering price
per share (2)
|
Proposed maximum aggregate offering price (2)
|
Amount of
registration fee
|
Common Stock ($0.001 par value) issuable under the Quidel Corporation 2016 Equity Incentive Plan
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2,497,262 (3)
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$21.00
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$52,442,502
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$5,280.96
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Common Stock ($0.001 par value) issuable under the Quidel Corporation Amended and Restated 1983 Employee Stock Purchase Plan
|
250,000
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$21.00
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$5,250,000
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$528.68
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TOTAL
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2,747,262
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$21.00
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$57,692,502
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$5,809.64
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(1)
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In the event of a stock split, stock dividend, or similar transaction involving the Registrant’s Common Stock, in order to prevent dilution, the number of shares registered shall be automatically increased to cover the additional shares in accordance with Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”).
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(2)
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Estimated solely for the purpose of calculating the amount of the registration fee, pursuant to Rules 457(c) and 457(h) of the Securities Act, on the basis of the average of the high and low prices of the Registrant’s shares of Common Stock on July 27, 2016.
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(3)
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Includes (a) 1,865,000 shares of the Registrant’s Common Stock that may be issued under the 2016 Equity Incentive Plan (the "2016 Plan") and (b) 632,262 shares of the Registrant’s Common Stock (the “Carried Forward Shares”) that were not issued under the Quidel Corporation 2010 Equity Incentive Plan (the “Former Plan”) and that may be offered or sold under the 2016 Plan.
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Page
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PART I
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INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
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1
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Item 1.
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Plan Information
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1
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Item 2.
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Registrant Information and Employee Plan Annual Information
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1
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PART II
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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1
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Item 3.
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Incorporation of Documents by Reference
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1
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Item 4.
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Description of Securities
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1
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Item 5.
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Interests of Named Experts and Counsel
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1
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Item 6.
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Indemnification of Directors and Officers
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1
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Item 7.
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Exemption From Registration Claimed
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2
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Item 8.
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Exhibits
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2
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Item 9.
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Undertakings
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2
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a)
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Quidel’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015;
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b)
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Quidel’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016 and June 30, 2016;
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c)
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Quidel’s Current Reports on Form 8-K filed on January 8, 2016, January 28, 2016, February 12, 2016, February 17, 2016, February 25, 2016, March 30, 2016, April 27, 2016, May 19, 2016, and July 27, 2016 (in each case, other than information that is furnished but that is deemed not to have been filed); and
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d)
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The description of Quidel’s Common Stock contained in the Registration Statement on Form 8-A filed on February 28, 1983, including any amendment or report filed for the purpose of updating such description.
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
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(iii)
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To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;
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(2)
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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.
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(3)
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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.
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(4)
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That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the 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.
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QUIDEL CORPORATION
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/s/ RANDALL J. STEWARD
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Randall J. Steward
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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Signature
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Title
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Date
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By:
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/s/ DOUGLAS C. BRYANT
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President, Chief Executive Officer and Director (Principal Executive Officer)
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July 28, 2016
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Douglas C. Bryant
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|||
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By:
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/s/ RANDALL J. STEWARD
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Chief Financial Officer, (Principal Financial and Accounting Officer)
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July 28, 2016
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Randall J. Steward
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By:
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/s/ KENNETH F. BUECHLER
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Chairman of the Board
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July 28, 2016
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Kenneth F. Buechler
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By:
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/s/ THOMAS D. BROWN
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Director
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July 28, 2016
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Thomas D. Brown
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By:
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/s/ MARY LAKE POLAN
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Director
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July 28, 2016
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Mary Lake Polan
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By:
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/s/ JACK W. SCHULER
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Director
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July 28, 2016
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Jack W. Schuler
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By:
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/s/ CHARLES P. SLACIK
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Director
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July 28, 2016
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Charles P. Slacik
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By:
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/s/ KENNETH J. WIDDER
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Director
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July 28, 2016
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Kenneth J. Widder
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Exhibit
Number
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Description
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Page or Method of Filing
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4.1
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Restated Certificate of Incorporation, as amended
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Filed as Exhibit 3.1 to Quidel’s Current Report on Form 8-K filed on February 27, 2015, and incorporated herein by reference
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4.1.1
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Certificate of Amendment to Restated Certificate of Incorporation
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Filed as Exhibit 3.1 to Quidel’s Current Report on Form 8-K filed on May 5, 2015, and incorporated herein by reference
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4.2
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Certificate of Designations of Series C Junior Participating Preferred Stock of Quidel Corporation
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Filed as Exhibit 4.1 to Quidel’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010, and incorporated herein by reference
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4.3
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Amended and Restated Bylaws
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Filed as Exhibit 3.1 to Quidel’s Current Report on Form 8-K filed on May 21, 2012, and incorporated herein by reference
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5.1
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Opinion of Snell & Wilmer L.L.P.
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Filed herewith
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23.1
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Consent of Independent Registered Accounting Firm
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Filed herewith
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23.2
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Consent of Snell & Wilmer L.L.P
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Filed with Exhibit 5.1
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24.1
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Power of Attorney
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See Signature Page
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99.1
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Quidel Corporation 2016 Equity Incentive Plan
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Filed as Appendix A to Quidel’s 2016 Definitive Proxy Statement filed on April 14, 2016, and incorporated herein by reference
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99.2
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Quidel Corporation Amended and Restated 1983 Employee Stock Purchase Plan
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Filed as Appendix B to Quidel’s 2016 Definitive Proxy Statement filed on April 14, 2016, and incorporated herein by reference
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