As filed with the Securities and Exchange Commission on May 9, 2002
Registration No. 333-72963
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
BIOQUAL, INC.
------------
(Exact name of registrant as specified in its charter)
Delaware 13-3078199
-------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
9600 Medical Center Drive, Rockville, Maryland 20850
----------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Diagnon Corporation 1988 Stock Option Plan
Diagnon Corporation 1998 Stock Option Plan
------------------------------------------
(Full Title of the Plan)
Dr. John C. Landon
Chairman, President and Chief Executive Officer
BIOQUAL, Inc.
9600 Medical Center Drive, Rockville, Maryland 20850 (301) 251-2801
-------------------------------------------------------------------
(Name, address and telephone number of agent for service)
Copy to:
Andrew E. Mishkin, Esq.
Laurence S. Lese, Esq.
Duane Morris LLP
1667 K Street, N.W., Suite 700
Washington, D.C. 20006
(202) 776-7800
Effective January 1, 2000, the Registrant changed its name from Diagnon
Corporation to BIOQUAL, Inc. The name of the two stock option plans which are
subject to this registration statement are Diagnon Corporation 1988 Stock Option
Plan and Diagnon Corporation 1998 Stock Option Plan. The names of these plans
did not change when the Registrant's name changed on January 1, 2000. The
purpose for filing this post-effective amendment is to terminate the
Registrant's Form S-8 registration under the Securities Act of 1933. As a
result, the Registrant hereby deregisters and withdraws from registration all
shares of its common stock, par value $.01 per share, that remain unissued
pursuant to the above-referenced stock option plans; thus, the shares of
Registrant's common stock remaining unissued upon termination of this
registration statement will no longer be registered under the Act. Therefore, if
Registrant in the future should grant any options under the plans, the options
and the shares of Registrant's common stock underlying those options will not be
registered under the Act. In granting any future options, Registrant will rely
upon an exemption from registration that is available at that time under the
Act.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Post-Effective
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Rockville, State of
Maryland, on the 8th day of May 2002.
BIOQUAL, INC.
By: /s/ John C. Landon
----------------------------------
John C. Landon
Chairman of the Board, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed below by
the following persons in the capacities indicated.
Signature Title Date
--------- ----- ----
/s/ John C. Landon Chairman of the Board, President and May 8, 2002
------------------- Chief Executive Officer
John C. Landon
/s/ David A. Newcomer Chief Financial Officer May 8,2002
---------------------
David A. Newcomer
/s/ Michael P. O'Flaherty Chief Operating Officer and Secretary May 8, 2002
-------------------------
Michael P. O'Flaherty
/s/ J. Thomas August Director May 8, 2002
--------------------
J. Thomas August
/s/ Charles C. Francisco Director May 8, 2002
------------------------
Charles C. Francisco
/s/ Charles F. Gauvin Director May 8, 2002
---------------------
Charles F. Gauvin