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<P align="center">As filed with the Securities and Exchange Commission on October&nbsp;27, 2000

<P align="right">Registration No.&nbsp;333-

<P align="center"><B>SECURITIES AND EXCHANGE COMMISSION<BR>
Washington, D.C. 20549</B>

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<P align="center"><B>FORM S-8<BR>
REGISTRATION STATEMENT<BR>
UNDER<BR>
THE SECURITIES ACT OF 1933</B>

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<P align="center"><B>Genomic Solutions Inc.</B>


<P align="center">(Exact name of registrant as specified in its governing instrument)


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        <TD width="5%">&nbsp;</TD>
        <TD width="44%">&nbsp;</TD>
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        <TD align="center" valign="top"><FONT size="2"><B>Delaware</B><BR>
(State or Other Jurisdiction of<BR>
Incorporation or Organization)</FONT></TD>
        <TD></TD>
        <TD  align="center" valign="top"><FONT size="2">
<B>38-338038</B><BR>
(I.R.S. Employer Identification No.)</FONT></TD>
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<P align="center"><B>4355 Varsity Drive, Suite&nbsp;E<BR>
Ann Arbor, Michigan 48108</B>


<P align="center">(Address of Principal Executive Offices)

<P align="center"><B>1994 B.I. SYSTEMS CORPORATION OMNIBUS EQUITY INCENTIVE PLAN<BR>
1998 EMPLOYEE STOCK OPTION PLAN<BR>
1998 NON-EMPLOYEE DIRECTOR AND CONSULTANT STOCK OPTION PLAN<BR>
2000 EMPLOYEE STOCK PURCHASE PLAN</B>


<P align="center">(Full title of the plan)


<P align="center"><B>Jeffrey S. Williams<BR>
President and Chief Executive Officer<BR>
Genomic Solutions Inc.<BR>
4355 Varsity Drive, Suite&nbsp;E<BR>
Ann Arbor, Michigan 48108<BR>
(734)&nbsp;975-4800</B>


<P align="center">(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)



<P align="center">Copy to:


<P align="center">&nbsp;

<P align="center"><B>Sara M. Kruse, Esq.<BR>
Jaffe, Raitt, Heuer &#38; Weiss, P.C.<BR>
One Woodward Avenue, Suite&nbsp;2400<BR>
Detroit, Michigan 48226<BR>
(313)&nbsp;961-8380</B>
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<A name="toc"><DIV align="CENTER"><U><B>TABLE OF CONTENTS</B></U></DIV></A>

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<TR><TD colspan="9"><A HREF="#000">AVAILABLE INFORMATION</A></TD></TR>
<TR><TD colspan="9"><A HREF="#001">INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE</A></TD></TR>
<TR><TD colspan="9"><A HREF="#002">REOFFER PROSPECTUS SUMMARY</A></TD></TR>
<TR><TD colspan="9"><A HREF="#003">RISK FACTORS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#004">FORWARD-LOOKING STATEMENTS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#005">USE OF PROCEEDS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#006">PLAN OF DISTRIBUTION</A></TD></TR>
<TR><TD colspan="9"><A HREF="#007">INDEMNIFICATION</A></TD></TR>
<TR><TD colspan="9"><A HREF="#008">LEGAL MATTERS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#009">EXPERTS</A></TD></TR>
<TR><TD colspan="9"><A HREF="k58067ex5-1.htm">Opinion of Jaffe, Raitt, Heuer & Weiss</A></TD></TR>
<TR><TD colspan="9"><A HREF="k58067ex23-2.htm">Consent of Arthur Andersen, LLP</A></TD></TR>
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<P align="center">CALCULATION OF REGISTRATION FEE


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        <TD width="51%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
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        <TD width="1%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="8%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="9%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="6%">&nbsp;</TD>
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<TR valign="bottom">
        <TD nowrap align="center"><FONT size="2"><B>Title of Securities</B></FONT></TD>
        <TD></TD>
        <TD nowrap align="center" colspan="3"><FONT size="2"><B>Amount to be</B></FONT></TD>
        <TD></TD>
        <TD nowrap align="center" colspan="3"><FONT size="2"><B>Proposed Maximum</B></FONT></TD>
        <TD></TD>
        <TD nowrap align="center" colspan="3"><FONT size="2"><B>Amount of</B></FONT></TD>
</TR>
<TR valign="bottom">
        <TD nowrap align="center"><FONT size="2"><B>To be Registered</B></FONT></TD>
        <TD></TD>
        <TD nowrap align="center" colspan="3"><FONT size="2"><B>Registered (2)</B></FONT></TD>
        <TD></TD>
        <TD nowrap align="center" colspan="3"><FONT size="2"><B>Aggregate Offering Price (3)</B></FONT></TD>
        <TD></TD>
        <TD nowrap align="center" colspan="3"><FONT size="2"><B>Registration Fee</B></FONT></TD>
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<TR valign="bottom">
        <TD nowrap align="center"><HR size="1"></TD>
        <TD></TD>
        <TD colspan="3"><HR size="1"></TD>
        <TD></TD>
        <TD colspan="3"><HR size="1"></TD>
        <TD></TD>
        <TD colspan="3"><HR size="1"></TD>
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<TR valign="bottom">
        <TD><FONT size="2">Callable Common Stock, par value
$0.001(1), to be issued under:</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD><FONT size="2">1994 B.I. Systems Corporation Omnibus Equity Incentive Plan</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">171,200</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">1,387,183.19</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">347.74</FONT></TD>
        <TD></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD><FONT size="2">1998 Employee Stock Option Plan</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">2,101,710</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">16,139,101.60</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">4,260.72</FONT></TD>
        <TD></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD><FONT size="2">1998 Non-Employee Director and Consultant Stock Option Plan</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">750,000</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">7,742,300</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">2,043.97</FONT></TD>
        <TD></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD><FONT size="2">2000 Employee Stock Purchase Plan</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">1,000,000</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">15,060,000</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">3,975.84</FONT></TD>
        <TD></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD><FONT size="2">Callable Common Stock, par value $0.001</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">1,688,080</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">25,422,484.80</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">6,711.54</FONT></TD>
        <TD></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD><FONT size="2">Total:</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">5,710,990</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">65,751,069.59</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">17,339.81</FONT></TD>
        <TD></TD>
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<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
      <TD width="1%" align="left">(1)</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="96%">Genomic&#146;s employee benefit plans authorize the issuance of shares of
common stock, which is defined as Genomic&#146;s callable common stock, par
value $0.001. The callable common stock is callable until the expiration
of the period for which PerkinElmer, Inc. has a right to cause Genomic to
redeem the callable common stock. After expiration of the call period,
common stock means the common stock of Genomic, par value $0.001. All
references to common stock in this registration statement, unless
otherwise defined, shall mean Genomic&#146;s callable common stock.</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="top">
      <TD width="1%" align="left">(2)</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="96%">The Genomic 1998 Employee Stock Option Plan (the &#147;1998 Stock Option
Plan&#148;) authorizes the issuance of up to ten percent (10%) of the total
number of shares of common stock issued and outstanding from time to time.
As of October&nbsp;25, 2000, the Company had 23,710,604 shares of common stock
issued and outstanding, of which ten percent (10%), or 2,371,060 shares
are reserved for issuance under the 1998 Stock Option Plan. The Genomic
1998 Non-Employee Director and Consultant Stock Option Plan (the &#147;Director
and Consultant Plan&#148;) authorizes the issuance of up to seven hundred and
fifty thousand (750,000) shares. The Employee Stock Purchase Plan (the
&#147;Purchase Plan&#148;) authorizes the issuance of up to one million (1,000,000)
shares. The 1994 B.I. Systems Corporation Omnibus Equity Incentive Plan
(the &#147;Incentive Plan&#148;) authorizes one million five hundred ninety thousand
(1,590,000) shares of common stock for issuance under the plan. The number
of shares stated above consists of the aggregate number of shares that (a)
may be sold upon the exercise of options which have been granted and/or
may hereafter be granted under the 1998 Stock Option Plan, the Director
and Consultant Plan, the Purchase Plan and the Incentive Plan and (b)&nbsp;were
issued upon the exercise of options which were granted under the 1998
Stock Option Plan, the Director and Consultant Plan and the Incentive
Plan.</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="top">
      <TD width="1%" align="left">(3)</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="96%">Estimated solely for the purpose of calculating the registration fee
pursuant to Rule&nbsp;457 of the Securities Act of 1933 as follows: (a)&nbsp;in the
case of shares of our common stock which may be purchased upon exercise of
outstanding options, the fee is calculated on the basis of the price at
which the options may be exercised; and (b)&nbsp;in the case of shares of our
common stock for which options have not been granted and the option price
of which is therefore unknown, the fee is calculated on the basis of the
average of the high and low prices of the common stock, $0.001 par value,
of Genomic reported on the Nasdaq National Market on October&nbsp;24, 2000.</TD>
</TR>
</TABLE>
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<P align="center"><B>PART I</B>

<P align="center"><B>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B>

<P align="left"><B>Item&nbsp;1. Plan Information</B>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The documents containing the information specified in this Item&nbsp;1 will be
sent or given to participants in the 1994 B.I. Systems Corporation Omnibus
Equity Incentive Plan, the 1998 Employee Stock Option Plan, the 1998
Non-Employee Director and Consultant Stock Option Plan, and the 2000 Employee
Stock Purchase Plan as specified by Rule&nbsp;428(b)(1). In accordance with the
rules and regulations of the Securities and Exchange Commission (the
&#147;Commission&#148;) and the instructions to Form&nbsp;S-8, such documents are not being
filed with the Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule&nbsp;424.

<P align="left"><B>Item&nbsp;2. Registrant Information and Employee Plan Annual Information</B>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The documents containing the information specified in this Item&nbsp;2 will be
sent or given to employees, officers, directors or others as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Commission and
the instructions to Form&nbsp;S-8, such documents are not being filed with the
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule&nbsp;424.

<P align="center"><B>EXPLANATORY NOTE</B>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This registration statement registers shares of callable common stock, par
value $0.001 per share (&#147;Common Stock&#148;), of Genomic Solutions Inc. (&#147;Genomic&#148;)
that (a)&nbsp;may be sold upon the exercise of options which have been granted
and/or may hereafter be granted under Genomic&#146;s 1994 B.I. Systems Corporation
Omnibus Equity Incentive Plan, 1998 Employee Stock Option Plan, 1998
Non-Employee Director and Consultant Stock Option Plan and 2000 Employee Stock
Purchase Plan (collectively, the &#147;Employee Benefit Plans&#148;) and (b)&nbsp;were issued
upon the exercise of options granted under the Employee Benefit Plans.
Genomic&#146;s Employee Benefit Plans authorize the issuance of shares of common
stock, which is defined as Genomic&#146;s callable common stock, par value $0.001.
The callable common stock is callable beginning October 23, 2000 until
October 21, 2002, unless terminated earlier in accordance with the terms of the callable common stock.
After expiration of the call period, common stock means the
common stock of Genomic, par value $0.001. All references to Common Stock in
this registration statement, unless otherwise noted, shall mean Genomic&#146;s
callable common stock.

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This registration statement contains two parts.&nbsp;The first part contains a
prospectus prepared in accordance with Part I of Form&nbsp;S-3 (in accordance with
Instruction C of the General Instructions of Form&nbsp;S-8), which covers reoffers
and resales of certain shares of our Common Stock issued pursuant to certain of
the Employee Benefit Plans. The second part contains information required in
the registration statement pursuant to Part II of Form&nbsp;S-8. Pursuant to the
Note to Part I of Form&nbsp;S-8 the plan information specified by Part I of Form&nbsp;S-8
is not being filed with the Securities and Exchange Commission.

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Genomic will provide without charge to any person, upon written or oral
request of such person, a copy of each document incorporated by reference in
Item&nbsp;3 of Part II of this registration statement (which documents are
incorporated by reference in the Section&nbsp;10(a) prospectus as set forth in Form
S-8), other documents required to be delivered to eligible plan participants
pursuant to Rule&nbsp;428(b) of the Securities Act of 1933 or additional information
about the Employee Benefit Plans. Requests should be directed to Genomic
Solutions Inc., 4355 Varsity Drive, Suite&nbsp;E, Ann Arbor, Michigan 48108,
attention: Steven J. Richvalsky, telephone (734)&nbsp;975-4800.

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<P align="center"><B>REOFFER PROSPECTUS<BR>
GENOMIC SOLUTIONS INC.</B>

<P align="center"><B>5,710,990 SHARES OF CALLABLE COMMON STOCK, $0.001 PAR VALUE</B>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The shares of callable common stock, par value $0.001 per share (&#147;Common
Stock&#148;), of Genomic Solutions Inc. (&#147;Genomic&#148;) covered by this Reoffer
Prospectus may be offered and sold to the public by certain shareholders of
Genomic (the &#147;Selling Shareholders&#148;), some of whom may be deemed to be
&#147;affiliates&#148; (as that term is defined in Rule&nbsp;405 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the &#147;Securities
Act&#148;)) of the Company. The Selling Shareholders may sell a maximum of
5,710,990 shares of Common Stock (the &#147;Shares&#148;). The Selling Shareholders
acquired or will acquire the Shares through their exercise of stock options
granted under Genomic&#146;s 1994 B.I. Systems Corporation Omnibus Equity Incentive
Plan, 1998 Employee Stock Option Plan, 1998 Non-Employee Director and
Consultant Stock Option Plan and 2000 Employee Stock Purchase Plan.

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All or a portion of the Shares may be offered for sale, from time to time,
on the Nasdaq National Market or otherwise, at prices and terms then
obtainable, subject to certain limitations. However, any Shares covered by
this Reoffer Prospectus which qualify for sale under Rule&nbsp;144 under the
Securities Act may be sold under Rule&nbsp;144 instead of pursuant to this Reoffer
Prospectus.

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company will not receive any of the proceeds from the sales of the
Shares by the Selling Shareholders, but will receive funds from the sale of the
Shares of Common Stock to the Selling Shareholders upon the exercise of stock
options for such Shares, which funds will be used by the Company for working
capital. All expenses of registration incurred in connection with this
offering are being borne by the Company, but all brokerage commissions,
discounts and other expenses incurred by individual Selling Shareholders will
be borne by such Selling Shareholders.

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Common Stock is listed on the Nasdaq National Market under the symbol
&#147;GNSL.&#148; The average of the high and low prices of our Common Stock on the
Nasdaq National Market on October&nbsp;24, 2000 was $15.06.


<P align="center"><B>NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE<BR>
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES<BR>
OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY<BR>
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.</B>



<P align="center">The date of this Reoffer Prospectus is October&nbsp;27, 2000


<P align="center"><B>TABLE OF CONTENTS</B>

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<TR valign="bottom">
        <TD width="92%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
</TR>
<TR valign="bottom">
        <TD><FONT size="2">AVAILABLE INFORMATION</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">5</FONT></TD>
        <TD></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD><FONT size="2">INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">5</FONT></TD>
        <TD></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD><FONT size="2">REOFFER PROSPECTUS SUMMARY</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">7</FONT></TD>
        <TD></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD><FONT size="2">RISK FACTORS</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">7</FONT></TD>
        <TD></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD><FONT size="2">FORWARD-LOOKING STATEMENTS</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">16</FONT></TD>
        <TD></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD><FONT size="2">USE OF PROCEEDS</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">16</FONT></TD>
        <TD></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD><FONT size="2">PLAN OF DISTRIBUTION</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">19</FONT></TD>
        <TD></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD><FONT size="2">INDEMNIFICATION</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">20</FONT></TD>
        <TD></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD><FONT size="2">LEGAL MATTERS</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">20</FONT></TD>
        <TD></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD><FONT size="2">EXPERTS</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">20</FONT></TD>
        <TD></TD>
</TR>
</TABLE>
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<P align="center">-4-
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<!-- link1 "AVAILABLE INFORMATION" -->
<DIV align="left"><A NAME="000"></A></DIV>
<P align="center"><B>AVAILABLE INFORMATION</B>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Genomic has filed with the Securities and Exchange Commission a
registration statement on Form&nbsp;S-8, together with exhibits and documents
incorporated by reference in the registration statement, under the Securities
Act of 1933 with respect to the shares being offered pursuant to this Reoffer
Prospectus. This Reoffer Prospectus does not contain all of the information
set forth in the registration statement, certain parts of which are omitted in
accordance with the rules and regulations of the Securities and Exchange
Commission. For further information regarding Genomic and the Common Stock
offered, reference is made to the registration statement, exhibits and the
documents incorporated in the registration statement by reference.

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Genomic is subject to the informational requirements of the Securities
Exchange Act of 1934 and, in accordance therewith, files, reports and other
information with the Securities and Exchange Commission. The registration
statement, including exhibits, and the reports and other information filed by
Genomic can be inspected without charge at the public reference facilities
maintained by the Securities and Exchange Commission at 450 Fifth Street, Room
1024, N.W., Washington, D.C. 20549, and at the Commission&#146;s Regional Offices
at 7 World Trade Center, Suite&nbsp;1300, New York, New York 10048, and Citicorp
Center, 500 West Madison Street, Suite&nbsp;1400, Chicago, Illinois 60661.

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You may also obtain copies of the registration statement by mail from the
Public Reference Section of the Securities and Exchange Commission at 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549 or by telephone at
1-800-SEC-0330. The registration statement is available to the public from
commercial document retrieval services and at the Securities and Exchange
Commission&#146;s World Wide Web site located at http://www.sec.gov. Genomic&#146;s shares are quoted on
the Nasdaq National Market.

<!-- link1 "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE" -->
<DIV align="left"><A NAME="001"></A></DIV>
<P align="center"><B>INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE</B>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents heretofore filed by the Company with the
Commission pursuant to the Exchange Act are hereby incorporated by reference,
except as superseded or modified herein:

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="3%">&nbsp;</TD>
        <TD width="1%" align="left">1.</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="93%">Our final prospectus filed with the SEC on May&nbsp;5, 2000
pursuant to Rule&nbsp;424(b)(4) under the Securities Act of 1933;</TD>
</TR>
<TR>
        <TD>&nbsp;</TD>
</TR>
<TR valign="top">
        <TD width="3%">&nbsp;</TD>
        <TD width="1%" align="left">2.</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="93%">Our current Report on Form&nbsp;10-Q for the quarter ended June
30, 2000, filed with the SEC on August&nbsp;14, 2000; and</TD>
</TR>
<TR>
        <TD>&nbsp;</TD>
</TR>
<TR valign="top">
        <TD width="3%">&nbsp;</TD>
        <TD width="1%" align="left">3.</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="93%">Our Registration Statement No.&nbsp;000-30549 on Form&nbsp;8-A filed
with the SEC on May&nbsp;2, 2000, in which we describe the terms, rights
and provisions applicable to our outstanding common stock.</TD>
</TR>
</TABLE>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Reoffer
Prospectus and prior to the termination of the offering of the Shares of Common
Stock shall be deemed to be incorporated in and made a part of this Reoffer
Prospectus by reference from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Reoffer Prospectus to the extent that a statement contained herein or in
any subsequently filed document that is also incorporated by reference herein
modifies or replaces such statement. Any statements so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this Reoffer Prospectus.
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<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Genomic will provide without charge to any person to whom this Reoffer
Prospectus is delivered, upon written or oral request of such person, a copy of
any or all of the foregoing documents incorporated herein by reference (other
than exhibits to such documents). Written or oral requests for such copies
should be directed to Genomic Solutions Inc., 4355 Varsity Drive, Suite&nbsp;E, Ann
Arbor, Michigan 48108, attention: Steven J. Richvalsky, Chief Financial
Officer, Executive Vice President, Secretary and Treasurer (telephone (734)
975-4800).
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<!-- link1 "REOFFER PROSPECTUS SUMMARY" -->
<DIV align="left"><A NAME="002"></A></DIV>
<P align="center"><B>REOFFER PROSPECTUS SUMMARY</B>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THIS SUMMARY MAY NOT CONTAIN ALL OF THE INFORMATION THAT MAY BE IMPORTANT
TO YOU. YOU SHOULD READ THE ENTIRE REOFFER PROSPECTUS BEFORE DECIDING WHETHER
TO INVEST IN OUR COMMON STOCK. CERTAIN STATEMENTS MADE IN THIS REOFFER
PROSPECTUS CONSTITUTE &#147;FORWARD-LOOKING STATEMENTS&#148; WITHIN THE MEANING OF THE
SECURITIES ACT OF 1933 AND THE SECURITIES EXCHANGE ACT OF 1934. SEE
&#147;FORWARD-LOOKING STATEMENTS.&#148;

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Unless the context otherwise requires, all references to &#147;dollars&#148; refers
to U.S. dollars.

<P align="left"><B>THE COMPANY</B>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We design, develop, manufacture, market and sell genomic and proteomic
instrumentation, software, consumables and services. Unlike many other life
sciences companies in the gene expression and proteomic markets, we offer
integrated systems with demonstrated market acceptance. Our biochip and
proteomic products and systems enable researchers to perform complex,
high-volume experiments at lower costs and in less time than with traditional
techniques. Our customers use our integrated and automated systems to produce
biochips, maintain DNA libraries, quantify gene expression levels and isolate,
identify and characterize proteins, thereby facilitating more rapid and less
expensive drug discovery. Since 1997, we have sold our products to more than
100 pharmaceutical and biotechnology companies, government agencies,
universities and private research institutions, including Parke-Davis, Merck,
diaDexus, Biogen, RIKEN Genome Science Center (Japan) and Ludwig Institute for
Cancer Research.

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our principal executive offices are located at 4355 Varsity Drive, Suite
E, Ann Arbor, Michigan 48108 and our telephone number is (734)&nbsp;975-4800.

<P align="left"><B>THE OFFERING</B>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Selling Shareholders may offer and sell up to 5,710,990 shares of our
Common Stock under this Reoffer Prospectus. We will not receive any of the
proceeds from the sale of these Shares, however, we will receive funds from the
sale of the Shares of Common Stock to the Selling Shareholders, which funds
will be used by the Company for working capital. See &#147;USE OF PROCEEDS&#148; and
&#147;SELLING SHAREHOLDERS.&#148;

<!-- link1 "RISK FACTORS" -->
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<P align="center"><B>RISK FACTORS</B>

<P><B>INVESTING IN OUR COMMON STOCK INVOLVES RISK.&nbsp;YOU SHOULD CAREFULLY CONSIDER THE
RISKS DESCRIBED BELOW AND THE OTHER INFORMATION IN THIS REOFFER PROSPECTUS
BEFORE YOU PURCHASE ANY OF OUR COMMON STOCK. THE RISKS AND UNCERTAINTIES
DESCRIBED BELOW ARE NOT THE ONLY ONES WE FACE. ADDITIONAL RISKS AND
UNCERTAINTIES, INCLUDING THOSE THAT WE DO NOT KNOW ABOUT NOW OR THAT WE
CURRENTLY DEEM IMMATERIAL, MAY ALSO ADVERSELY AFFECT OUR BUSINESS.</B>

<P align="left"><B>RISKS RELATED TO OUR BUSINESS</B>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>We have a history of losses and anticipate future losses and negative cash
flow.</I>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We incurred net losses of $2.0 million for the fiscal year ended
December 31, 1997, $7.8 million for the fiscal year ended December 31, 1998, $11.1 million for the fiscal
year ended December 31, 1999, and $6.8 million for the six months ended June 30, 2000.&nbsp;As of December
31, 1999, we had an accumulated deficit of $9.4 million.&nbsp;We expect to continue to experience significant
operating losses as we increase our expenses in order to continue our research and development efforts, further
develop our manufacturing capabilities and expand our marketing and sales force.  As a result, we need to generate
significant revenues to achieve and maintain profitability.&nbsp;Our revenues have grown significantly in recent
quarters, and, based on current indicators and estimates of our future performance, we believe we will
become profitable some time late next year.&nbsp;However, our continued revenue growth is
dependent on many factors beyond our control, including factors discussed in this risk factors section
of the prospectus, and we may not sustain our revenue growth and we may become profitable at a different time
or we may never become profitable.&nbsp;Even if we do achieve profitability, we may not sustain or increase
profitability on a quarterly or annual basis.

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<P><I>We may need additional capital to support our operations, which may be
unavailable or costly.</I>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Based on our current plans, we believe that our existing cash, cash
equivalents and short-term investments, will be sufficient to fund our operating expenses, debt obligations
and capital requirements, on both a short-term and long-term, greater than 12
months, basis. However, we may need to raise additional capital to fund our
research and development programs, to scale up manufacturing activities, to
expand our sales and marketing capabilities and to fund unforeseen expenses.
Future collaborations may require us to commit substantial capital. Many
factors, some of which are beyond our control, will determine when and how much
funds we will need, and we may need funds sooner than currently anticipated.
Even if we have sufficient funds for our operating plans, we may choose to
raise additional capital due to market conditions or strategic considerations.

<P><I>Our systems and products may fail to maintain or achieve sufficient market
acceptance, which would impair our ability to generate sales revenue.</I>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The commercial success of our systems and products depends upon continued
and expanding market acceptance of our biochip and proteomic systems and
products by pharmaceutical and biotechnology companies, academic research
centers and government-funded research laboratories. Market acceptance depends
on many factors, including researchers&#146; belief that our systems are an
attractive alternative to current technologies for the acquisition, analysis
and management of genomic and proteomic information. These potential customers
may be reluctant to accept newer technologies which may require learning new
techniques and procedures and abandoning or modifying current methodologies
with which they are comfortable and familiar.

<P><I>The relatively high price of our systems may deter potential customers from
buying our systems.</I>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our GeneTAC&#153; Biochip System is typically sold for $225,000 and
our Investigator Proteomic&#153; System is typically sold for $300,000.
The costs of our products and systems may deter potential customers from buying
our products. We may be required by competitive forces or for other reasons to
discount the price of our systems or products to generate sales. Furthermore,
our failure to place sufficient quantities of our systems will have a material
adverse effect on our ability to sell consumables. Market acceptance of our
systems and products and potential products could be adversely affected by
limited funding available for capital acquisitions by our customers, as well as
internal obstacles to customer approvals for purchases of our products.
Because of these and other factors, we may not be able to maintain or achieve
sufficient market acceptance to become profitable.

<P><I>Our products will require additional development to remain competitive, which
we may be unable to achieve in a timely and cost-effective manner.</I>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;While we have sold our products and services commercially, our currently
available biochip and proteomic systems may require design and functional
modifications as scientific procedures and methods change. As scientific
knowledge advances, we anticipate a need for new instrumentation, software and
consumable products. Any future products will require significant development,
investment and testing.
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<P>We may need to undertake costly and time-consuming
efforts to achieve these objectives. We cannot assure you that we will
successfully design, develop, manufacture, market or sell any future products
in a timely and cost-effective manner, if at all, or that we will be able to
sustain or increase sales revenue from our current systems and products.

<P><I>Concentration of customers may limit our market and our ability to achieve
sales growth.</I>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We expect that our customers will be concentrated in a limited number of
pharmaceutical and biotechnology companies, academic research centers and
government-funded research laboratories that can afford our systems.
Forty-five percent of our current revenue is from sales to pharmaceutical and
biotechnology companies. As a result, our financial performance may depend on
large orders from a limited number of customers, and the loss of, or reduction
in, purchase orders from our customers will impair our sales. If consolidation
trends in the pharmaceutical and biotechnology industries continue, the number
of our current and potential customers could decrease. If this occurs, our
large customers may seek reductions in the prices of our products and services
based on volume purchases.

<P><I>If we fail to achieve and maintain the high manufacturing standards that our
products require, or if we are unable to develop additional manufacturing
capacity, our commercial opportunity will be reduced or eliminated.</I>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our biochip and proteomic systems and related products require careful
calibration and precise, high-quality manufacturing. If we fail to achieve and
maintain these high manufacturing standards, including the incidence of
manufacturing errors, design defects or component failures, we could experience
product recalls or withdrawals, delays or failures in product testing or
delivery, cost overruns or other problems that will impair our sales. Despite
our high manufacturing standards, we cannot completely eliminate the risk of
errors, defects or failures. If we are unable to manufacture the components of
our GeneTAC&#153; Biochip System or Investigator&#153; Proteomic
System on a timely basis at acceptable quality and cost and in commercial
quantities, or if we experience unanticipated technological problems or delays
in production, our commercial opportunity will be reduced or eliminated.

<P><I>The sales cycle for our systems is lengthy and we may spend significant time on
sales opportunities with no assurance of success.</I>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The sales cycle for our systems is typically between three and six months.
We often must make sales presentations to various departments within a single
customer, including research and development personnel and key management. In
addition, we may be required to negotiate agreements containing terms unique to
each customer. We may expend substantial funds and management effort with no
assurance that we will successfully sell our systems, products or services to
the customer.

<P><I>We depend on third-party suppliers, and any failure to obtain product
components from these suppliers in a timely manner will interfere with our
ability to produce our products.</I>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The lasers, filters and optics used in our GeneTAC&#153; Biochip
Analyzers and the fluid transport mechanism used in our GeneTAC&#153;
Hybridization Station are supplied by a limited group of suppliers. These
products accounted for approximately 22% of our 1999 revenue. If we are unable
to obtain these parts from our suppliers, we may be unable to secure an
alternative supplier within a reasonable time period, or on commercially
reasonable terms, if at all. Our reliance on outside vendors generally, and a
sole or a limited group of suppliers in particular, could also result in
reduced control over quality, pricing and time of receipt of materials and
components.
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<P><I>Any reduction, delay or termination of government research funding could
reduce, or cause timing fluctuations in, our sales.</I>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In 1999, approximately 55% of our sales were made to researchers,
universities, government laboratories and private foundations whose funding is
dependent upon grants from government agencies like the US National Institutes
of Health and similar domestic and international agencies. Although the level
of research funding has increased during the past several years, these
increases may not continue or research funding may be reduced. Government
funding of research and development is subject to the political process, which
is inherently fluid and unpredictable. Also, government proposals aiming to
reduce or eliminate budget deficits have sometimes included reduced allocations
or delays or terminations of funding to the National Institutes of Health and
other government agencies that fund research and development activities. A
reduction in government funding for the National Institutes of Health or other
government research agencies could result in lower sales or cause fluctuations
in our sales and operating results.

<P><I>If we fail to expand our international presence or our distribution arrangement
with PerkinElmer, Inc. is unsuccessful, we may lose potential revenues.</I>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have an agreement with PerkinElmer for the exclusive marketing,
distribution and servicing of our products outside the United States, Japan and
the United Kingdom through January&nbsp;1, 2002. In 1999, markets outside the
United States, Japan and the United Kingdom represented 16% of our total sales.
If PerkinElmer does not perform as well as the distributors that it displaced
or otherwise fails to implement a successful marketing plan, we may incur
increased costs and personnel requirements.

<P><I>The risks associated with maintaining international operations could adversely
affect our ability to increase or sustain international sales.</I>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The sale of our products internationally involves a number of risks not
typically present in domestic sales, including:

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="3%">&nbsp;</TD>
        <TD width="1%" align="left">&#149;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="93%">difficulties in staffing and managing foreign operations;</TD>
</TR>
<TR>
        <TD>&nbsp;</TD>
</TR>
<TR valign="top">
        <TD width="3%">&nbsp;</TD>
        <TD width="1%" align="left">&#149;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="93%">costs and risks of deploying systems in foreign countries;</TD>
</TR>
<TR>
        <TD>&nbsp;</TD>
</TR>
<TR valign="top">
        <TD width="3%">&nbsp;</TD>
        <TD width="1%" align="left">&#149;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="93%">changes in regulatory requirements; licenses, tariffs and other trade barriers;</TD>
</TR>
<TR>
        <TD>&nbsp;</TD>
</TR>
<TR valign="top">
        <TD width="3%">&nbsp;</TD>
        <TD width="1%" align="left">&#149;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="93%">limited protection of intellectual property rights;</TD>
</TR>
<TR>
        <TD>&nbsp;</TD>
</TR>
<TR valign="top">
        <TD width="3%">&nbsp;</TD>
        <TD width="1%" align="left">&#149;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="93%">the burden of complying with a wide variety of complex foreign laws and treaties;</TD>
</TR>
<TR>
        <TD>&nbsp;</TD>
</TR>
<TR valign="top">
        <TD width="3%">&nbsp;</TD>
        <TD width="1%" align="left">&#149;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="93%">potentially adverse tax consequences; and</TD>
</TR>
<TR>
        <TD>&nbsp;</TD>
</TR>
<TR valign="top">
        <TD width="3%">&nbsp;</TD>
        <TD width="1%" align="left">&#149;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="93%">political and economic instability.</TD>
</TR>
</TABLE>
<P>Our international operations also will be subject to the risks associated with
the imposition of legislation and regulations relating to the import or export
of high-technology products. Tariffs or restrictions upon the importation or
exportation of our products may be implemented by the United States or other
countries which will adversely affect our ability to sustain or increase our
international sales.

<P><I>We are subject to foreign currency fluctuations which may affect our operating
results.</I>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A significant portion of our business historically has been conducted in
currencies other than the U.S. dollar, which is our reporting currency. Our
agreement with PerkinElmer requires payment in U.S. currency. As a result,
only our business in the United Kingdom and Japan will continue to be conducted
in foreign currencies. The United Kingdom and Japan represented 28% of our
total sales in 1999 and may continue to represent a large portion of our total
sales. Currency fluctuations among the U.S. dollar and the currencies in which
we do business have caused and will continue to cause foreign currency
transaction gains and losses in the period incurred. We cannot predict the
effects of exchange rate
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<P>fluctuations upon our future operating results because
of the variability of currency exposures and the potential volatility of
currency exchange rates. We may choose to engage in foreign exchange hedging
transactions to manage our foreign currency exposure, but our strategies may
not adequately protect our operating results from the effects of exchange rate
fluctuations and may expose our business to additional risk and loss.

<P><I>Our failure to attract and retain skilled scientists, technicians and other key
personnel could affect our ability to develop and manufacture our products and
provide our services.</I>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As of September&nbsp;30, 2000 we employed 140 people.&nbsp;Our ability to
adequately service our customers depends, in large part, on our ability to hire
and retain scientists and technicians with the skills necessary to keep pace
with continuing changes in genomic and proteomic research. We believe that
there is a shortage of, and significant competition for, scientists and
technicians with the skills and experience in biochemistry, chemistry and
engineering necessary to perform the services we require. We compete with the
research departments of pharmaceutical companies, biotechnology companies,
contract research companies and research and academic institutions for new
personnel. We cannot assure you that we will be successful in attracting,
retaining or motivating our scientific and technical personnel. Moreover, the
hiring of additional personnel in product development, manufacturing and sales
and marketing will increase burdens on our management, operational and
financial resources. We generally do not enter into employment agreements
requiring these employees to continue in our employment for any period of time.
Any failure on our part to hire, train and retain sufficient qualified
personnel would seriously damage our business.

<P><I>We face risks associated with acquisitions that will harm our business if we do
not adequately address them.</I>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have acquired complementary technologies, product lines and personnel
from several companies. This growth has placed, and may continue to place, a
significant strain on our management and operation. Our ability to manage our
growth effectively will depend on our ability to continue to implement and
improve our operational, management information and financial control systems
and to expand, train and manage our workforce.

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We expect to continue from time to time to review potential acquisition
candidates in the ordinary course of our business. Acquisition candidates may
not be available on terms and conditions acceptable to us. These potential
acquisitions will involve numerous risks, including:

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="3%">&nbsp;</TD>
        <TD width="1%" align="left">&#149;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="93%">difficulties and expenses incurred in connection with the
completion of these acquisitions;</TD>
</TR>
<TR>
        <TD>&nbsp;</TD>
</TR>
<TR valign="top">
        <TD width="3%">&nbsp;</TD>
        <TD width="1%" align="left">&#149;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="93%">the subsequent assimilation of the operations, personnel and
services or products of the acquired companies;</TD>
</TR>
<TR>
        <TD>&nbsp;</TD>
</TR>
<TR valign="top">
        <TD width="3%">&nbsp;</TD>
        <TD width="1%" align="left">&#149;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="93%">the loss of momentum in research and product development activities;</TD>
</TR>
<TR>
        <TD>&nbsp;</TD>
</TR>
<TR valign="top">
        <TD width="3%">&nbsp;</TD>
        <TD width="1%" align="left">&#149;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="93%">the difficulty of operating new businesses;</TD>
</TR>
<TR>
        <TD>&nbsp;</TD>
</TR>
<TR valign="top">
        <TD width="3%">&nbsp;</TD>
        <TD width="1%" align="left">&#149;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="93%">the diversion of management&#146;s attention from other business concerns; and</TD>
</TR>
<TR>
        <TD>&nbsp;</TD>
</TR>
<TR valign="top">
        <TD width="3%">&nbsp;</TD>
        <TD width="1%" align="left">&#149;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="93%">the potential loss of key employees of the acquired company.</TD>
</TR>
</TABLE>
<P>Acquisitions of foreign companies may also involve the additional risks of
assimilating differences in business practices and overcoming language and
cultural barriers.

<P align="left"><B>RISKS RELATED TO OUR INDUSTRY</B>

<P><I>We and our customers are subject to significant technological uncertainty which
could result in reduced acceptance and demand for our products.</I>
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<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our products, and the research for which they are predominately used,
involve several new and complex technologies. The instrumentation and software
that comprise our systems have only recently been used in commercial
applications. Scientists and technicians using our products require new
technical skills and training and may experience difficulties with our
products. As our products continue to be used, it is possible that previously
unrecognized defects will emerge. Further, in order for us to address new
applications for our products, we may have to add features and design new
software. If we are unable to validate or achieve the improvements in our
products necessary for their continued successful commercialization, the demand
for our products will suffer.

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The outcomes of research based on technologies using our products are
subject to the risks of failure inherent in the development of new
technologies. These risks include the possibility that:

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="3%">&nbsp;</TD>
        <TD width="1%" align="left">&#149;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="93%">any products based on these technologies are ineffective,
unreliable or unsafe, or otherwise fail;</TD>
</TR>
<TR>
        <TD>&nbsp;</TD>
</TR>
<TR valign="top">
        <TD width="3%">&nbsp;</TD>
        <TD width="1%" align="left">&#149;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="93%">producers will be unable to manufacture the products on a
large scale or market the products economically;</TD>
</TR>
<TR>
        <TD>&nbsp;</TD>
</TR>
<TR valign="top">
        <TD width="3%">&nbsp;</TD>
        <TD width="1%" align="left">&#149;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="93%">proprietary rights of third parties will preclude the marketing of the products; and</TD>
</TR>
<TR>
        <TD>&nbsp;</TD>
</TR>
<TR valign="top">
        <TD width="3%">&nbsp;</TD>
        <TD width="1%" align="left">&#149;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="93%">third parties will market equivalent or superior products.</TD>
</TR>
</TABLE>
<P>The failure of research and development activities using our products to result
in commercially viable products could reduce the demand for our products.

<P><I>We face intense competition which could result in reduced acceptance and demand
for our products.</I>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;While we are a leading provider of biochip and proteomic systems, the gene
expression and proteomic research markets are intensely competitive, highly
fragmented and rapidly changing. We compete with many companies in the United
States and abroad that are engaged in the development and production of
products that analyze genomic and proteomic information.

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Currently, our principal competition comes from established companies and
organizations providing products that use existing technologies which perform
many of the same functions for which we market our systems. These products
include a variety of established assays and tests, including gel-based
technologies. Future competition in the genomic and proteomic research fields
will likely come from existing competitors as well as other companies seeking
to develop new technologies for analyzing genomic and proteomic information.
In addition, pharmaceutical and biotechnology companies have significant needs
for genomic and proteomic information and may choose to develop or acquire
competing technologies to meet these needs. If we are unable to compete
effectively, there will be reduced acceptance of and demand for our products.

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Many of our competitors have greater financial, technical, research,
marketing, sales, distribution, service and other resources than we do.
Moreover, our competitors may have greater name recognition and more extensive
customer bases than we do, and they may offer discounts as a competitive
tactic. In addition, several development-stage companies are currently
producing or developing products that compete with or will compete with our
products. Our competitors may develop or market technologies or products that
are more effective or commercially attractive than our current or future
products, or that may render our technologies and products obsolete.

<P><I>We may be involved in lawsuits to protect or enforce our patents, which would
be expensive and, if we lose, may cause us to lose some of our intellectual
property rights, which would reduce our ability to compete in the market.</I>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our success will depend on our ability to obtain and protect patents on
our technology and to
<P align="center">-12-
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<P>protect our trade secrets. Our issued and future patents
may not afford meaningful protection for our technology and products. Others
may challenge our patents and, as a result, our patents could be narrowed,
invalidated or unenforceable. In addition, our current and future patent
applications may not result in the issuance of patents in the United States or
foreign countries. Competitors may develop products similar to ours that do
not conflict with our patents. They may have filed applications or obtained
patents or proprietary rights competitive with or similar to ours. In order to
protect or enforce our patent rights, we may initiate patent litigation which
would be expensive, take significant time and divert management&#146;s attention
from other business concerns. The patent position of biotechnology firms
generally is highly uncertain, involves complex legal and factual questions,
and has recently been the subject of much litigation. No consistent policy has
emerged from the U.S. Patent and Trademark Office or the courts regarding the
breadth of claims allowed or the degree of protection afforded under
biotechnology patents. In addition, there is a substantial backlog of
biotechnology patent applications at the U.S. Patent and Trademark Office, and
the approval or rejection of patent applications may take several years.

<P><I>The rights we rely upon to protect the intellectual property underlying our
products may not be adequate, which could enable third parties to use our
technology, reducing our ability to compete in the market.</I>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We rely on trade secret protection for some of our confidential and
proprietary information for which we have not sought patent protection. We
believe that we have developed proprietary technology and processes relating to
numerous aspects of our biochip and proteomic systems. We have taken measures
to protect our proprietary technologies and processes and continue to explore
ways to enhance these protections. We require our employees, consultants and
advisors to execute confidentiality agreements. However, we cannot guarantee
that these agreements will provide us with adequate protection against improper
use or disclosure of confidential information. Further, others may
independently develop substantially equivalent proprietary information and
techniques, or otherwise gain access to our trade secrets.

<P><I>Our success depends on our ability to operate without infringing or
misappropriating the proprietary rights of others.</I>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We cannot be certain that U.S. or foreign patents or patent applications
of other companies do not exist or will not issue that would materially and
adversely affect our ability to commercialize our products. We may be sued for
infringing or misappropriating the patent or other intellectual property rights
of others. Intellectual property litigation is costly, even if we prevail. In
addition, litigation is time consuming and could divert management attention
and resources away from our business. If we do not prevail in any litigation,
in addition to any damages we might have to pay, we could be required to stop
the infringing activity or obtain a license requiring royalty payments. Any
required license may not be available to us on acceptable terms, or at all. In
addition, some licenses may be non-exclusive, and therefore, our competitors
may have access to the same technology licensed to us. If we fail to obtain a
required license or are unable to design around a patent which we infringe, we
may be unable to sell some of our products.

<P><I>Ethical concerns surrounding the use of genomic information and
misunderstanding of the nature of our business could frustrate our ability to
develop and sell our existing products and new products.</I>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Genetic screening of humans is used to determine individual predisposition
to medical conditions. Genetic screening has raised ethical issues regarding
the confidentiality and appropriate uses of the resulting information.
Government authorities may regulate or prohibit the use of genetic screening to
determine genetic predispositions to medical conditions. Additionally, the
public may disfavor and reject the use of genetic screening.
<P align="center">-13-
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<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Genomic and proteomic research is used to determine the role of genes and
proteins in living organisms. Our products are designed and used for genomic
and proteomic research and drug discovery and cannot be used for genetic
screening without significant modification. However, it is possible that
government authorities and the public may fail to distinguish between the
genetic screening of humans and genomic and proteomic research. If this
occurs, our products and the processes for which our products are used may be
subjected to government regulations intended to affect genetic screening.
Further, if the public fails to distinguish between the two fields, it may
pressure our customers to discontinue the research and development initiatives
for which our products are used.

<P><I>We may not have adequate insurance, and if we are subject to product liability
claims, we may experience reduced demand for our products or be required to pay
damages that exceed our insurance limitations.</I>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Product liability claims asserted against us, regardless of their merit or
potential outcome, may adversely effect our reputation, result in reduced
demand for our products and make it more difficult for us to expand our
business. Also, we cannot assure you that our current insurance policies will
adequately protect us or that we can or will maintain our insurance policies on
commercially acceptable terms, or at all.

<P align="left"><B>RISKS RELATED TO THE COMMON STOCK</B>

<P><I>Call features for publicly traded stock are unusual, and the call feature of
our stock may affect market price and liquidity.</I>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As contemplated in our investment agreement with PerkinElmer, for a period of
two years commencing on October&nbsp;23, 2000 and ending on October&nbsp;21, 2002,
PerkinElmer has the right to cause us to require the holders of our Common
Stock to sell their shares to us. This call right is set forth in our
certificate of incorporation, as amended. Rights to cause publicly traded
shares to be redeemed are not typical, and there is insufficient precedent for
us to predict all of the implications of PerkinElmer&#146;s right to cause us to
repurchase our Common Stock. It is possible that PerkinElmer&#146;s right will
adversely affect the market price and the liquidity of our Common Stock.

<P><I>The expiration of the call feature of our Common Stock may cause the market
price to decline.</I>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The repurchase right with respect to our Common Stock requires payment of a
premium over the market price if the call is exercised. We cannot predict how
the market price and liquidity of our Common Stock will be affected when
PerkinElmer&#146;s option expires. For instance PerkinElmer&#146;s failure to exercise
its right could cause the market price for our Common Stock to decrease
substantially.

<P><I>The callable feature of our stock may harm your ability to engage in tax and
financial planning.</I>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We may require you to sell your shares of Common Stock to us, regardless of
whether you want to or it is convenient for you. This requirement will remain
in place until PerkinElmer&#146;s call right expires. Because of market movements
and depending on the price that you paid for your shares, it is possible that
the repurchase price at any given time will be less than what you paid for your
shares. The call feature of our stock may make it difficult for you to engage
in financial or tax planning because you will be unable to retain your shares
if the call is exercised.

<P><I>There may not be an active, liquid trading market for our Common Stock which
may affect your ability to quickly sell your shares.</I>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;An active trading market for our Common Stock may not develop. If there is not
an active trading market, due to PerkinElmer&#146;s call option or for any other
reason, you may not be able to sell your shares
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<P>quickly or at market price if trading in our stock is not active.

<P><I>Market volatility may adversely affect the market price of our Common Stock.</I>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The trading price of our Common Stock is likely to be highly volatile and could
be subject to wide fluctuations in price in response to various factors, many
of which are beyond our control, including:

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="3%">&nbsp;</TD>
        <TD width="1%" align="left">&#149;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="93%">actual or anticipated variations in quarterly operating results;</TD>
</TR>
<TR>
        <TD>&nbsp;</TD>
</TR>
<TR valign="top">
        <TD width="3%">&nbsp;</TD>
        <TD width="1%" align="left">&#149;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="93%">announcements of technological innovations by us or our competitors;</TD>
</TR>
<TR>
        <TD>&nbsp;</TD>
</TR>
<TR valign="top">
        <TD width="3%">&nbsp;</TD>
        <TD width="1%" align="left">&#149;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="93%">new products or services introduced or announced by us or our competitors;</TD>
</TR>
<TR>
        <TD>&nbsp;</TD>
</TR>
<TR valign="top">
        <TD width="3%">&nbsp;</TD>
        <TD width="1%" align="left">&#149;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="93%">changes in financial estimates by securities analysts;</TD>
</TR>
<TR>
        <TD>&nbsp;</TD>
</TR>
<TR valign="top">
        <TD width="3%">&nbsp;</TD>
        <TD width="1%" align="left">&#149;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="93%">conditions or trends in the biotechnology, pharmaceutical and genomic and
proteomic industries;</TD>
</TR>
<TR>
        <TD>&nbsp;</TD>
</TR>
<TR valign="top">
        <TD width="3%">&nbsp;</TD>
        <TD width="1%" align="left">&#149;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="93%">announcements by us of significant acquisitions, strategic partnerships, joint
ventures or capital commitments;</TD>
</TR>
<TR>
        <TD>&nbsp;</TD>
</TR>
<TR valign="top">
        <TD width="3%">&nbsp;</TD>
        <TD width="1%" align="left">&#149;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="93%">additions or departures of key personnel;</TD>
</TR>
<TR>
        <TD>&nbsp;</TD>
</TR>
<TR valign="top">
        <TD width="3%">&nbsp;</TD>
        <TD width="1%" align="left">&#149;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="93%">sales of our Common Stock or other securities; and</TD>
</TR>
<TR>
        <TD>&nbsp;</TD>
</TR>
<TR valign="top">
        <TD width="3%">&nbsp;</TD>
        <TD width="1%" align="left">&#149;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="93%">the market&#146;s perception of the purchase option for our Common Stock.</TD>
</TR>
</TABLE>
<P>In addition, the stock market in general, and the Nasdaq National Market and
the market for technology companies in particular, has experienced extreme
price and volume fluctuations that have often been unrelated or
disproportionate to the operating performance of those companies. Further,
there has been particular volatility in the market prices of securities of
biotechnology and life sciences companies. These broad market and industry
factors may serious harm the market price of our Common Stock, regardless of
our operating performance. Declines in the value of our Common Stock could
impair our ability to raise additional capital to fund the commercialization of
our products. In the past, following periods of volatility in the market price
of a company&#146;s securities, securities class-action litigation has often been
instituted against that company. This litigation, if instituted against us,
could result in substantial costs and a diversion of management&#146;s attention and
resources.
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<P><I>Anti-takeover provisions in our charter documents and under Delaware law, and
PerkinElmer&#146;s right to cause us to require the holders of our Common Stock to
sell their shares to us, could make it difficult for a third party to acquire
us.</I>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The anti-takeover provisions in our certificate of incorporation, our bylaws
and Delaware law could make it more difficult for a third party to acquire us
without the approval of our board of directors.

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Additionally, PerkinElmer has the right to require the holders of our Common
Stock to sell their shares to us at a premium over market price or to match any
third party offer that our board of directors is prepared to accept.
PerkinElmer&#146;s rights may discourage offers from third parties or may lower the
price third parties may offer. Furthermore, our board has the authority to
accept third party offers that may be less than the premium price PerkinElmer
might otherwise be required to pay under our agreement, which PerkinElmer then
has the right to match. As a result, we cannot assure you that the price you
may receive upon the redemption of your shares will represent a favorable
return on your investment.

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As a result of these provisions in our charter documents and Delaware law and
our agreement with PerkinElmer, we could delay, deter or prevent a takeover
attempt or third party acquisition that our stockholders consider to be in
their best interests, including a takeover attempt that results in a premium
over the market price.

<!-- link1 "FORWARD-LOOKING STATEMENTS" -->
<DIV align="left"><A NAME="004"></A></DIV>
<P align="center"><B>FORWARD-LOOKING STATEMENTS</B>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Reoffer Prospectus includes &#147;forward-looking statements&#148; based on our
current expectations, estimates and projections about our industry,
management&#146;s beliefs and certain assumptions made by us. Words such as
&#147;anticipates,&#148; &#147;expects,&#148; &#147;intends,&#148; &#147;plans,&#148; &#147;believes,&#148; &#147;seeks,&#148; &#147;estimates,&#148;
&#147;may,&#148; &#147;will,&#148; and variations of these words or similar expressions are
intended to identify forward-looking statements. In addition, any statements
that refer to expectations, projections or other characterizations of future
events or circumstances, including any underlying assumptions, are
forward-looking statements. Such statements are not guarantees of future
performance and ware subject to certain risks, uncertainties and assumptions
that are difficult to predict. Therefore, our actual results could differ
materially and adversely from those anticipated in any forward-looking
statements as a result of numerous factors, many of which are described in the
&#147;RISK FACTORS&#148; section in our prospectus filed with the SEC on May&nbsp;5, 2000
and in our current report on Form 10-Q, for the quarter ended June 30, 2000.
You should carefully consider those risks, in addition to the other information
in this Reoffer Prospectus and in our other filings with the SEC, before
deciding to invest in our company or to maintain or increase your investment.
We undertake no obligation to revise or update publicly any forward-looking
statements for any reason.

<!-- link1 "USE OF PROCEEDS" -->
<DIV align="left"><A NAME="005"></A></DIV>
<P align="center"><B>USE OF PROCEEDS</B>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All of the Shares of Common Stock are being offered by the Selling
Shareholders. Genomic will not receive any proceeds from the sales of the
Shares by the Selling Shareholders, but will receive funds from the sale of the
Shares to the Selling Shareholders upon the exercise of stock options for such
Shares. The Company will use these funds for working capital.

<P align="center"><B>SELLING SHAREHOLDERS</B>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Shares offered under this Reoffer Prospectus are being registered for
reoffers and resales by Selling Shareholders of the Company who have and may in
the future acquire such Shares under the Employee Benefit Plans. The Selling
Shareholders are persons who may be deemed our affiliates, and
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<P>persons who are not our affiliates, who have acquired Shares under our Employee Benefit Plans
prior to the filing of the registration statement of which this Reoffer
Prospectus is a part. The Selling Shareholders named in the following table
may resell all, a portion, or none of such Shares. There is no assurance that
any of the Selling Shareholders will sell any or all of the Shares offered by
them hereunder. The Selling Shareholders will pay any and all brokerage
commissions charged to sellers in connection with any sales.

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Participants under the Employee Benefit Plans who are deemed to be
&#147;affiliates&#148; of the Company who acquire Shares of Common Stock under the
Employee Benefit Plans may be added to the Selling Shareholders listed below
from time to time by use of a prospectus supplement filed pursuant to Rule
424(b) under the Securities Act.

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, certain unnamed non-affiliates of the Company holding
restricted securities may use this Reoffer Prospectus for reoffers and resales
of the Shares registered pursuant to this registration statement of which this
Reoffer Prospectus is a part, if such non-affiliates hold less than the lesser
of 1,000 Shares or 1% of the shares issuable under a plan.

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following table sets forth certain information concerning the Selling
Shareholders as of the date of this Reoffer Prospectus, and as adjusted to
reflect the sale by the Selling Shareholders of the Shares offered hereby,
assuming all of the Shares offered hereby are sold:

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%" align="center">
<TR valign="bottom">
        <TD width="40%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="10%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="10%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="6%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="6%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
</TR>
<TR valign="bottom">
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD nowrap align="center" colspan="3"><FONT size="2"><B>Number of</B></FONT></TD>
</TR>
<TR valign="bottom">
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD nowrap align="center" colspan="3"><FONT size="2"><B>Shares</B></FONT></TD>
        <TD></TD>
        <TD nowrap align="center" colspan="7"><FONT size="2"><B>Percentage of Shares</B></FONT></TD>
</TR>
<TR valign="bottom">
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD nowrap align="center" colspan="3"><FONT size="2"><B>Upon Exercise</B></FONT></TD>
        <TD></TD>
        <TD nowrap align="center" colspan="7"><FONT size="2"><B>Beneficially Owned</B></FONT></TD>
</TR>
<TR valign="bottom">
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD nowrap align="center" colspan="3"><FONT size="2"><B>of</B></FONT></TD>
        <TD></TD>
        <TD colspan="7"><HR size="1"></TD>
</TR>
<TR valign="bottom">
        <TD></TD>
        <TD></TD>
        <TD nowrap align="center" colspan="3"><FONT size="2"><B>Number of Shares</B></FONT></TD>
        <TD></TD>
        <TD nowrap align="center" colspan="3"><FONT size="2"><B>Options To Be</B></FONT></TD>
        <TD></TD>
        <TD nowrap align="center" colspan="3"><FONT size="2"><B>Before</B></FONT></TD>
        <TD></TD>
        <TD nowrap align="center" colspan="3"><FONT size="2"><B>After</B></FONT></TD>
</TR>
<TR valign="bottom">
        <TD nowrap align="center"><FONT size="2"><B>Name</B></FONT></TD>
        <TD></TD>
        <TD nowrap align="center" colspan="3"><FONT size="2"><B>Owned (1)</B></FONT></TD>
        <TD></TD>
        <TD nowrap align="center" colspan="3"><FONT size="2"><B>Offered (2)(3)</B></FONT></TD>
        <TD></TD>
        <TD nowrap align="center" colspan="3"><FONT size="2"><B>Offering</B></FONT></TD>
        <TD></TD>
        <TD nowrap align="center" colspan="3"><FONT size="2"><B>Offering</B></FONT></TD>
</TR>
<TR valign="bottom">
        <TD nowrap align="center"><HR size="1"></TD>
        <TD></TD>
        <TD colspan="3"><HR size="1"></TD>
        <TD></TD>
        <TD colspan="3"><HR size="1"></TD>
        <TD></TD>
        <TD colspan="3"><HR size="1"></TD>
        <TD></TD>
        <TD colspan="3"><HR size="1"></TD>
</TR>

<TR valign="bottom">
        <TD><FONT size="2">Kevin Auton(9)</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">37,500</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">37,500</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD><FONT size="2">Chris Barker(9)</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">8,000</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">8,000</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>

</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD><FONT size="2">Frank Becker(10)</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">52,000</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">55,000</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>

</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD><FONT size="2">Allison C. Bliton(11)</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">11,478</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">18,000</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>

</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD><FONT size="2">Beverly Burk(9)</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">2,125</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">2,000</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>

</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD><FONT size="2">Edward Burnham(12)</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">11,533</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">25,500</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>

</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD><FONT size="2">George Byrkit(13)</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">11,878</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">19,000</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>

</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD><FONT size="2">David Carter(14)</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">4,000</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">10,000</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>

</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD><FONT size="2">Christine M. Ethier(15)</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">13,200</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">45,000</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>

</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD><FONT size="2">Jeffrey Fosdick(16)</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">14,083</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">20,000</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>

</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD><FONT size="2">John Hollingshead(17)</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">4,030</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">10,000</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>

</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD><FONT size="2">Michael Ignatoski(18)</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">18,183</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">30,000</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>

</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD><FONT size="2">Andrew A. Jakimcius(19)</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">60,670</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">90,000</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD><FONT size="2">Greg Kinch(20)</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">43,133</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">62,000</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD><FONT size="2">Nicholas P. King(21)</FONT></TD>
        <TD></TD>
        <TD nowrap align="right"></TD>
        <TD align="right"><FONT size="2">171,449</FONT></TD>
        <TD nowrap><FONT size="2">(4)(5)</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">30,000</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD><FONT size="2">Barbara G. Kirkland(9)</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">40,400</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">40,400</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD><FONT size="2">Michael P. Kurek(22)</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">51,233</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">126,000</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD><FONT size="2">Robert Luton(9)</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">41,200</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">41,200</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD><FONT size="2">J. Matthew Mackowski(23)</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">1,933,971</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">30,000</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">8.15</FONT></TD>
        <TD align="left"><FONT size="2">%</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">7.89</FONT></TD>
        <TD align="left"><FONT size="2">%</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD><FONT size="2">Daniel J. Mitchell(24)</FONT></TD>
        <TD></TD>
        <TD nowrap align="right"></TD>
        <TD align="right"><FONT size="2">1,869,694 </FONT></TD>
        <TD nowrap><FONT size="2">(6)</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">30,000</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">7.88</FONT></TD>
        <TD align="left"><FONT size="2">%</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">7.62</FONT></TD>
        <TD align="left"><FONT size="2">%</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD><FONT size="2">James R. Pinkney(9)</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">2,000</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">2,000</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD><FONT size="2">Samuel Proffitt(25)</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">10,400</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">11,000</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD><FONT size="2">Shannon M. Richey(26)</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">21,800</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">45,000</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD><FONT size="2">Steven J. Richvalsky(27)</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">123,111</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">177,250</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD><FONT size="2">Paul Ryan(9)</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">5,600</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">5,600</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD><FONT size="2">Nisha Sahay(28)</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">500</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">2,500</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD><FONT size="2">Robert G. Shepler(29)</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">674,848</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">30,000</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">2.84</FONT></TD>
        <TD align="left"><FONT size="2">%</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">2.70</FONT></TD>
        <TD align="left"><FONT size="2">%</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD><FONT size="2">Chris Smart(9)</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">1,000</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">1,000</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
</TABLE>
</CENTER>
<P align="center">-17-
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left"><A HREF="#toc">Table of Contents</A></H5><P>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%" align="center">
<TR valign="bottom">
        <TD width="40%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="10%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="10%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="6%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="6%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD><FONT size="2">Michael Tincher(30)</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">16,783</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">23,000</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD><FONT size="2">Helen Thompson(9)</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">5,400</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">5,400</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD><FONT size="2">Damion E. Wicker(31)</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">5,036,346</FONT></TD>
        <TD nowrap><FONT size="2">(7)</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">30,000</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">21.2%</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">20.7%</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD><FONT size="2">Jeffrey S. Williams(32)</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">1,184,057</FONT></TD>
        <TD nowrap><FONT size="2">(8)</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">1,330,000</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">4.98%</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD><FONT size="2">Robin Worley(9)</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">2,500</FONT></TD>
        <TD nowrap><FONT size="2"></FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">2,500</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD><FONT size="2">Xianxian Zheng(33)</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">500</FONT></TD>
        <TD nowrap><FONT size="2"></FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">2,500</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">*</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD><FONT size="2">TOTAL</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">11,484,605</FONT></TD>
        <TD nowrap><FONT size="2"></FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">2,859,440</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">48.1%</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">38.94%</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD><FONT size="2"></FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2"></FONT></TD>
        <TD nowrap><FONT size="2"></FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2"></FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2"></FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2"></FONT></TD>
</TR>
</TABLE>
</CENTER>
<P>

<HR size="2" width="10%" align="left" noshade><BR>
* Less than one percent
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
      <TD width="1%" align="left">(1)</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="96%">Represents shares beneficially owned by the named individual, including
shares that such person has the right to acquire within 60&nbsp;days of the
date of this Reoffer Prospectus.</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="top">
      <TD width="1%" align="left">(2)</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="96%">Includes all outstanding options to purchase Shares of Common Stock
granted to the named individuals under the Employee Benefit Plans whether
or not vested or exercisable within 60&nbsp;days of the date of this Reoffer
Prospectus. Also includes all Shares issued to such named individuals
upon the exercise of options granted under the Employee Benefit Plans.
All of such Shares are being registered hereunder. Does not include any
shares that may be acquirable under future grants of options under the
Employee Benefit Plans.</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="top">
      <TD width="1%" align="left">(3)</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="96%">Does not constitute a commitment to sell any or all of the stated number
of Shares of Common Stock. The number of Shares offered shall be
determined from time to time by each Selling Stockholder at his or her
sole discretion.</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="top">
      <TD width="1%" align="left">(4)</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="96%">73,500 shares are held by Mr.&nbsp;King&#146;s wife.</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="top">
      <TD width="1%" align="left">(5)</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="96%">3,000 shares are held by Mr.&nbsp;King&#146;s children.</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="top">
      <TD width="1%" align="left">(6)</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="96%">1,846,694 shares are held in the name of American Healthcare Fund II, and</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="top">
      <TD width="1%" align="left">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="96%">are attributable to Mr.&nbsp;Mitchell, as he is a general partner of Capital
Health Ventures, the general partner of American Healthcare Fund II.</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="top">
      <TD width="1%" align="left">(7)</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="96%">5,016,346 shares represents the beneficial ownership of the equity</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="top">
      <TD width="1%" align="left">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="96%">securities by Chase Venture Capital Associates, LLC, (&#147;CVCA, LLC&#148;), a
portion of which may be deemed attributable to Mr.&nbsp;Wicker because Mr.
Wicker is a general partner of Chase Capital Partners (&#147;CCP&#148;), which is
(i)&nbsp;the sole shareholder of the managing member of CVCA, LLC and (ii)&nbsp;the
manager, by delegation, of CVCA, LLC. The actual pro rata portion of such
beneficial ownership that may be deemed attributable to Mr.&nbsp;Wicker is not
readily determinable because it is subject to several variables including
CVCA, LLC&#146;s and CCP&#146;s internal rate of return and vesting. Mr.&nbsp;Wicker
disclaims beneficial ownership of the securities to the extent it exceeds
his pecuniary interest in them.</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="top">
      <TD width="1%" align="left">(8)</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="96%">Mr.&nbsp;Williams is deemed the indirect owner of 300,000 shares, as 100,000
shares are held by his wife and 200,000 shares are held by a trust for the
benefit of his children.</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="top">
      <TD width="1%" align="left">(9)</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="96%">Former Employee.</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="top">
      <TD width="1%" align="left">(10)</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="96%">Mr.&nbsp;Becker is Vice President, Western Region Sales.</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="top">
      <TD width="1%" align="left">(11)</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="96%">Ms.&nbsp;Bliton is a Senior Systems Engineer.</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="top">
      <TD width="1%" align="left">(12)</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="96%">Mr.&nbsp;Burnham is the Business Development Director, Research Services.</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="top">
      <TD width="1%" align="left">(13)</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="96%">Mr.&nbsp;Byrkit is a Senior Software Engineer.</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="top">
      <TD width="1%" align="left">(14)</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="96%">Mr.&nbsp;Carter is a Product Manager.</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="top">
      <TD width="1%" align="left">(15)</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="96%">Ms.&nbsp;Ethier is Vice President of Proteomics.</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="top">
      <TD width="1%" align="left">(16)</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="96%">Mr.&nbsp;Fosdick is the Controller.</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="top">
      <TD width="1%" align="left">(17)</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="96%">Mr.&nbsp;Hollingshead is a Manufacturing Supervisor.</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="top">
      <TD width="1%" align="left">(18)</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="96%">Mr.&nbsp;Ignatoski is a Software Development Manager.</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="top">
      <TD width="1%" align="left">(19)</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="96%">Mr.&nbsp;Jakimcius is Executive Vice President, Operations.</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="top">
      <TD width="1%" align="left">(20)</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="96%">Mr.&nbsp;Kinch is Vice President, Business Development.</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="top">
      <TD width="1%" align="left">(21)</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="96%">Mr.&nbsp;King is a director of the Company.</TD>
</TR>
</TABLE>
<P align="center">-18-
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<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
      <TD width="1%" align="left">(22)</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="96%">Mr.&nbsp;Kurek is Executive Vice President of Sales and Service.</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="top">
      <TD width="1%" align="left">(23)</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="96%">Mr.&nbsp;Mackowski is a director of the Company.</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="top">
      <TD width="1%" align="left">(24)</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="96%">Mr.&nbsp;Mitchell is a director of the Company.</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="top">
      <TD width="1%" align="left">(25)</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="96%">Mr.&nbsp;Proffitt is a Quality Assurance Manager.</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="top">
      <TD width="1%" align="left">(26)</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="96%">Ms.&nbsp;Richey is Vice President of Genomics.</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="top">
      <TD width="1%" align="left">(27)</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="96%">Mr.&nbsp;Richvalsky is Chief Financial Officer, Executive Vice President,
Secretary and Treasurer.</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="top">
      <TD width="1%" align="left">(28)</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="96%">Ms.&nbsp;Sahay is a Senior Scientist.</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="top">
      <TD width="1%" align="left">(29)</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="96%">Mr.&nbsp;Shepler is Chairman of our Board of Directors.</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="top">
      <TD width="1%" align="left">(30)</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="96%">Mr.&nbsp;Tincher is a Senior Software Engineer.</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="top">
      <TD width="1%" align="left">(31)</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="96%">Mr.&nbsp;Wicker is a director of the Company.</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="top">
      <TD width="1%" align="left">(32)</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="96%">Mr.&nbsp;Williams is President, Chief Executive Officer and a director of the
Company.</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="top">
      <TD width="1%" align="left">(33)</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="96%">Ms.&nbsp;Zheng is a Staff Scientist.</TD>
</TR>
</TABLE>
<!-- link1 "PLAN OF DISTRIBUTION" -->
<DIV align="left"><A NAME="006"></A></DIV>
<P align="center"><B>PLAN OF DISTRIBUTION</B>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Shares offered hereby may be sold from time to time directly by or on
behalf of a Selling Shareholder in one or more transactions on the Nasdaq
National Market or on any stock exchange on which the Common Stock may be
listed at the time of sale, in privately negotiated transactions or through a
combination of such methods, at market prices prevailing at the time of sale,
at prices related to such prevailing market prices, at fixed prices (which may
be changed) or at negotiated prices. The Selling Shareholders may sell Shares
through one or more agents, brokers or dealers or directly to purchasers. Such
brokers or dealers may receive compensation in the form of commissions,
discounts or concessions from the Selling Shareholders and/or purchasers of the
shares or both (which compensation as to a particular broker or dealer may be
in excess of customary commissions). The number of Shares to be sold by the
Selling Shareholders (or any person with whom such Selling Shareholders is
acting in concert for the purpose of selling securities of the Company),
whether pursuant to this Reoffer Prospectus or otherwise, may not exceed,
during any three month period, the amount specified by Rule&nbsp;144(e) under the
Securities Act because the Company does not satisfy the requirements for use of
Form&nbsp;S-3 under the Securities Act. Shares of Common Stock covered by this
Reoffer Prospectus also may qualify to be sold pursuant to Rule&nbsp;144 under the
Securities Act, rather than pursuant to this Reoffer Prospectus. The Selling
Shareholders will be subject to applicable provisions of the Exchange Act,
including without limitation, Rules&nbsp;10b-5, 10b-6 and 10b-7, which provisions
may limit the timing of purchases and sales of any of the Shares by the Selling
Shareholders.

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In connection with such sales, the Selling Shareholders and any
participating broker or dealer may be deemed to be underwriters within the
meaning of the Securities Act of 1933, and any commissions they receive and the
proceeds of any sale of shares may be deemed to be underwriting discounts and
commissions under the Securities Act.

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will not receive any of the proceeds from the sale of the Shares, but
we will receive funds in connection with the exercise of stock options relating
to such Shares. While all expenses of registration incurred in connection with
this Reoffer Prospectus are being paid by Genomic, all brokerage commissions
and other expenses incurred by individual Selling Shareholders will be borne by
such Selling Shareholders.
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<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In order to comply with certain state securities laws, if applicable, the
Shares may be sold in such jurisdictions only through registered or licensed
brokers or dealers. In certain states, the Shares may not be sold unless the
Shares have been registered or qualified for sale in such state or an exemption
from regulation or qualification is available and is complied with. Sales of
Shares must also be made by the Selling Shareholders in compliance with all
other applicable state securities laws and regulations.

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;There can be no assurance that any of the Selling Shareholders will sell
any or all of the shares offered by them hereby.

<!-- link1 "INDEMNIFICATION" -->
<DIV align="left"><A NAME="007"></A></DIV>
<P align="center"><B>INDEMNIFICATION</B>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The General Corporation Law of the State of Delaware permits a
corporation, through its certificate of incorporation, to eliminate the
personal liability of its directors to the corporation or its shareholders for
monetary damages for breach of fiduciary duty as a director, with certain
exceptions. The exceptions include breach of fiduciary duty of loyalty, acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, improper declarations of dividends and transactions
from which the directors derived an improper personal benefit. Our certificate
of incorporation, as amended, exonerates our directors from monetary liability
to the fullest extent permitted by this statutory provision but does not
restrict the availability of non-monetary and other equitable relief.

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our certificate of incorporation, as amended, and by-laws provide that we
shall indemnify our directors and officers to the fullest extent permitted by
Delaware law.

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, we have been
advised that in the opinion of the Commission, such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable.

<!-- link1 "LEGAL MATTERS" -->
<DIV align="left"><A NAME="008"></A></DIV>
<P align="center"><B>LEGAL MATTERS</B>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The validity of the shares of our Common Stock offered by this Reoffer
Prospectus will be passed upon for Genomic by Jaffe, Raitt, Heuer &#38; Weiss,
P.C., Detroit, Michigan. As of October&nbsp;17, 2000, certain attorneys of Jaffe,
Raitt, Heuer &#38; Weiss, P.C. beneficially owned approximately 123,887 shares of
our Common Stock.

<!-- link1 "EXPERTS" -->
<DIV align="left"><A NAME="009"></A></DIV>
<P align="center"><B>EXPERTS</B>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The financial statements incorporated by reference in this
Prospectus have been audited by Arthur Andersen LLP, independent
public accountants, to the extent and for the periods set forth in their
reports incorporated herein by reference, and are incorporated herein in
reliance upon the authority of said firm as experts in giving said reports.

<P align="center">-20-
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<P align="center"><B>PART II</B>

<P align="center"><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>

<P align="left"><B>Item&nbsp;3. Incorporation of Documents by Reference</B>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents and information heretofore filed with the
Commission are incorporated herein by reference:

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="3%">&nbsp;</TD>
        <TD width="1%" align="left">(a)</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="93%">Our final prospectus filed with the SEC on May&nbsp;5, 2000
pursuant to Rule&nbsp;424(b)(4) under the Securities Act of 1933;</TD>
</TR>
<TR>
        <TD>&nbsp;</TD>
</TR>
<TR valign="top">
        <TD width="3%">&nbsp;</TD>
        <TD width="1%" align="left">(b)</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="93%">Our Current Report on Form&nbsp;10-Q for the quarter ended June
30, 2000, filed with the SEC on August&nbsp;14, 2000; and</TD>
</TR>
<TR>
        <TD>&nbsp;</TD>
</TR>
<TR valign="top">
        <TD width="3%">&nbsp;</TD>
        <TD width="1%" align="left">(c)</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="93%">Our Registration Statement No.&nbsp;000-30549 on Form&nbsp;8-A filed
with the SEC on May&nbsp;2, 2000, in which we describe the terms, rights
and provisions applicable to our outstanding common stock.</TD>
</TR>
</TABLE>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents subsequently filed with the Commission by the Registrant
pursuant to Sections&nbsp;13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any statement contained in a document incorporated, or deemed to be
incorporated, by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is, or is
deemed to be, incorporated by reference herein modifies or supersedes such
earlier statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

<P align="left"><B>Item&nbsp;4. Description of Securities</B>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.

<P align="left"><B>Item&nbsp;5. Interests of Named Experts and Counsel</B>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The validity of the shares of the Registrant&#146;s Common Stock to be issued
pursuant to this Registration Statement will be passed upon by Jaffe, Raitt,
Heuer &#38; Weiss, P.C. As of October&nbsp;17, 2000, certain attorneys of Jaffe, Raitt,
Heuer &#38; Weiss, P.C. beneficially owned approximately 123,887 shares of the
Registrant&#146;s Common Stock.

<P align="left"><B>Item&nbsp;6. Indemnification of Directors and Officers</B>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As permitted by the Delaware General Corporation Law (the &#147;DGCL&#148;), the
Registrant&#146;s charter authorizes the Registrant to obligate itself to indemnify
its present and former directors and officers and to pay or reimburse expenses
for such individuals in advance of the final disposition of a proceeding to the
maximum extent permitted from time to time by Delaware law. The Registrant&#146;s
bylaws obligate it to indemnify its present and former directors and officers
and to pay or reimburse expenses for such individuals in advance of the final
disposition of a proceeding to the maximum extent permitted by Delaware law.
The DGCL permits a corporation to indemnify its present and former directors
and
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<P>officers, among others, against judgments, penalties, fines, settlements,
and reasonable expenses actually incurred by them in connection with any
proceeding to which they may be made a party by reason of their service in
those capacities unless it is established that: (i)&nbsp;the act or omission of the
director or officer was material to the matter giving rise to the proceeding;
and (a)&nbsp;was committed in bad faith or, (b)&nbsp;was the result of active and
deliberate dishonesty; (ii)&nbsp;the director or officer actually received an
improper personal benefit in money, property, or services; or (iii)&nbsp;in the case
of any criminal proceeding, the director or officer had reasonable cause to
believe that the act or omission was unlawful.

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The DGCL permits the charter of a Delaware corporation to include a
provision limiting the liability of its directors and officers to the
corporation and its stockholders for money damages, except to the extent that:
(i)&nbsp;it is proved that the person actually received an improper benefit or
profit in money, property or services; or (ii)&nbsp;a judgment or other final
adjudication is entered in a proceeding based on a finding that the person&#146;s
action, or failure to act, was the result of active and deliberate dishonesty
and was material to the cause of action adjudicated in the proceeding. The
Registrant&#146;s charter contains a provision providing for elimination of the
liability of its directors or officers to the Registrant or its stockholders
for money damages to the maximum extent permitted by Delaware law from time to
time.

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant has entered into indemnification agreements with each of
its directors and officers that provide the maximum indemnity allowed under
Delaware law.

<P align="left"><B>Item&nbsp;7. Exemption from Registration Claimed</B>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Shares of Common Stock to be sold under the Reoffer Prospectus were
initially sold by Genomic pursuant to Rule&nbsp;701 as promulgated by the SEC under
the Securities Act of 1933 or Section&nbsp;4(2) of the Securities Act of 1933.

<P align="left"><B>Item&nbsp;8. Exhibits</B>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The exhibits filed herewith are set forth on the Exhibit&nbsp;Index filed as
part of this Registration Statement.

<P align="left"><B>Item&nbsp;9. Undertakings</B>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The undersigned Registrant hereby undertakes:

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="3%"></TD>
        <TD width="97%"></TD>
</TR>
<TR valign="top">
        <TD>&nbsp;</TD>
        <TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:</TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="9%"></TD>
        <TD width="91%"></TD>
</TR>
<TR valign="top">
        <TD>&nbsp;</TD>
        <TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;to include any prospectus required by Section&nbsp;10(a)(3) of the
Securities Act;</TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="9%"></TD>
        <TD width="91%"></TD>
</TR>
<TR valign="top">
        <TD>&nbsp;</TD>
        <TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;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 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&nbsp;424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the &#147;Calculation of
Registration Fee&#148; table set forth in this registration statement;
and</TD>
</TR>
</TABLE>
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<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="9%"></TD>
        <TD width="91%"></TD>
</TR>
<TR valign="top">
        <TD>&nbsp;</TD>
        <TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;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.</TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="9%"></TD>
        <TD width="91%"></TD>
</TR>
<TR valign="top">
        <TD>&nbsp;</TD>
        <TD>Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section&nbsp;13 or Section&nbsp;15(d) of the Exchange Act
that are incorporated by reference in this registration statement.</TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="9%"></TD>
        <TD width="91%"></TD>
</TR>
<TR valign="top">
        <TD>&nbsp;</TD>
        <TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;That, for the purpose of determining any liability under the
Securities Act, 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.</TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="9%"></TD>
        <TD width="91%"></TD>
</TR>
<TR valign="top">
        <TD>&nbsp;</TD>
        <TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;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.</TD>
</TR>
</TABLE>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant&#146;s annual report pursuant to section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan&#146;s annual
report pursuant to section 15(d) of the Exchange Act) 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.

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
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<P align="center"><B>SIGNATURES</B>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form&nbsp;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 Ann Arbor, State of Michigan, on October&nbsp;26, 2000

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="80%" align="center">
<TR valign="bottom">
        <TD width="50%">&nbsp;</TD>
        <TD width="50%">&nbsp;</TD>
</TR>
<TR valign="bottom">
<TD></TD>
        <TD valign="top"><FONT size="2">GENOMIC SOLUTIONS INC., a Delaware<BR>
corporation</FONT></TD>
</TR>
<TR><TD>&nbsp;</TD></TR>
<TR valign="bottom">
<TD></TD>

        <TD valign="top"><FONT size="2">By:  /s/ Jeffrey S.
Williams<BR><HR SIZE="1" NOSHADE>Jeffrey S. Williams, Chief Executive Officer and<BR>
President</FONT></TD>
</TR>

</TABLE>
</CENTER>
<P align="center"><B>POWER OF ATTORNEY</B>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, hereby constitutes and appoints Jeffrey S. Williams his attorney-in-fact
and agent, with full power of substitution and resubstitution for him in any
and all capacities, to sign any or all amendments or post-effective amendments
to this Registration Statement, and to file the same, with exhibits thereto and
other documents in connection therewith or in connection with the registration
of the Common Stock under the Securities Act of 1933, with the Securities and
Exchange Commission, granting unto such attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary in connection with such matters as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that
such attorney-in-fact and agent or his substitute or substitutes may do or
cause to be done by virtue hereof.

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%" align="center">
<TR valign="bottom">
        <TD width="39%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="30%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="31%">&nbsp;</TD>
</TR>
<TR valign="bottom">
        <TD nowrap align="center"><FONT size="2"><B>Name</B></FONT></TD>
        <TD></TD>
        <TD nowrap align="center"><FONT size="2"><B>Title</B></FONT></TD>
        <TD></TD>
        <TD nowrap align="center"><FONT size="2"><B>Date</B></FONT></TD>
</TR>
<TR valign="bottom">
        <TD nowrap align="center"><HR size="1"></TD>
        <TD></TD>
        <TD nowrap align="center"><HR size="1"></TD>
        <TD></TD>
        <TD nowrap align="center"><HR size="1"></TD>
</TR>

<TR valign="bottom">
        <TD valign="top">/s/ Jeffrey S. Williams<BR>
<HR size="1">
Jeffrey S. Williams</TD>
        <TD></TD>
        <TD  align="left" valign="top">
President, Chief<BR>
Executive Officer,<BR>
and Director<BR>
(principal executive<BR>
officer)
</TD>
        <TD></TD>
        <TD  align="left" valign="top">October 26, 2000</TD>
</TR>
<TR><TD>&nbsp;</TD></TR>
<TR valign="bottom">
        <TD valign="top">/s/ Steven J. Richvalsky<BR>
<HR size="1">
Steven J. Richvalsky</TD>
        <TD></TD>
        <TD  align="left" valign="top">
Chief Financial<BR>
Officer, Executive<BR>
Vice President,<BR>
Treasurer and<BR>
Secretary (principal<BR>
financial and<BR>
accounting officer)
</TD>
        <TD></TD>
        <TD  align="left" valign="top">October 26, 2000</TD>
</TR>
<TR><TD>&nbsp;</TD></TR>
<TR valign="bottom">
        <TD valign="top">/s/ Robert G. Shepler<BR>
<HR size="1">
Robert G. Shepler</TD>
        <TD></TD>
        <TD  align="left" valign="top">
Chairman of the Board
</TD>
        <TD></TD>
        <TD  align="left" valign="top">October 26, 2000</TD>
</TR>
<TR><TD>&nbsp;</TD></TR>
<TR valign="bottom">
        <TD valign="top">/s/ J. Matthew Mackowski<BR>
<HR size="1">
J. Matthew Mackowski</TD>
        <TD></TD>
        <TD  align="left" valign="top">
Director
</TD>
        <TD></TD>
        <TD  align="left" valign="top">October 26, 2000</TD>
</TR>
<TR><TD>&nbsp;</TD></TR>
<TR valign="bottom">
        <TD valign="top">/s/ Daniel J. Mitchell<BR>
<HR size="1">
Daniel J. Mitchell</TD>
        <TD></TD>
        <TD  align="left" valign="top">
Director
</TD>
        <TD></TD>
        <TD  align="left" valign="top">October 26, 2000</TD>
</TR>
<TR><TD>&nbsp;</TD></TR>
<TR valign="bottom">
        <TD valign="top">/s/ Damion E. Wicker<BR>
<HR size="1">
Damion E. Wicker, M.D.</TD>
        <TD></TD>
        <TD  align="left" valign="top">
Director
</TD>
        <TD></TD>
        <TD  align="left" valign="top">October 26, 2000</TD>
</TR>
</TABLE>
</CENTER>
<P align="center">-24-
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left"><A HREF="#toc">Table of Contents</A></H5><P>

<P align="center"><B>EXHIBIT INDEX</B>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="85%" align="center">
<TR valign="bottom">
        <TD width="6%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="91%">&nbsp;</TD>
</TR>
<TR valign="bottom">
        <TD nowrap align="center"><FONT size="2"><B>Exhibit</B></FONT></TD>
</TR>
<TR valign="bottom">
        <TD nowrap align="center"><FONT size="2"><B>Number</B></FONT></TD>
        <TD></TD>
        <TD nowrap align="center"><FONT size="2"><B>Description</B></FONT></TD>
</TR>
<TR valign="bottom">
        <TD nowrap align="center"><HR size="1"></TD>
        <TD></TD>
        <TD nowrap align="center"><HR size="1"></TD>
</TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">4.1</FONT></TD>
        <TD></TD>
        <TD  align="left" valign="top"><FONT size="2">
Form of Callable Common Stock Certificate (Incorporated by reference to Exhibit&nbsp;4.1 of
the Registrant&#146;s Registration Statement on Form&nbsp;S-1, File Number 333-30246).</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">4.2</FONT></TD>
        <TD></TD>
        <TD  align="left" valign="top"><FONT size="2">
Form of Amended and Restated Stockholders Agreement dated as of January&nbsp;25, 2000, among
Genomic Solutions and certain of its stockholders (Incorporated by reference to Exhibit
4.2 of the Registrant&#146;s Registration Statement on Form&nbsp;S-1, File Number 333-30246).</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">4.3</FONT></TD>
        <TD></TD>
        <TD  align="left" valign="top"><FONT size="2">
Registration Rights Agreement among Genomic Solutions and certain of its warrantholders,
dated April&nbsp;23, 1999, as amended on October&nbsp;28, 1999 (Incorporated by reference to
Exhibit&nbsp;4.7 of the Registrant&#146;s Registration Statement on Form&nbsp;S-1, File Number
333-30246).</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">4.4</FONT></TD>
        <TD></TD>
        <TD  align="left" valign="top"><FONT size="2">
Warrant between Genomic Solutions and ESA, Inc., dated October&nbsp;13, 1998 (Incorporated by
reference to Exhibit&nbsp;4.9 of the Registrant&#146;s Registration Statement on Form&nbsp;S-1, File
Number 333-30246).</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">4.5</FONT></TD>
        <TD></TD>
        <TD  align="left" valign="top"><FONT size="2">
Registration Rights Agreement among Genomic Solutions and Jeffrey S. Williams
(Incorporated by reference to Exhibit&nbsp;4.19 of the Registrant&#146;s Registration Statement on
Form&nbsp;S-1, File Number 333-30246).</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">4.6</FONT></TD>
        <TD></TD>
        <TD  align="left" valign="top"><FONT size="2">
1994 B.I. Systems Corporation Omnibus Equity Incentive Plan, as amended( Incorporated by
reference to Exhibit&nbsp;10.6 of the Registrant&#146;s Registration Statement on Form&nbsp;S-1, File
Number 333-30246).</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">4.7</FONT></TD>
        <TD></TD>
        <TD  align="left" valign="top"><FONT size="2">
1998 Employee Stock Option Plan, as amended (Incorporated by reference to Exhibit&nbsp;10.7 of
the Registrant&#146;s Registration Statement on Form&nbsp;S-1, File Number 333-30246).</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">4.8</FONT></TD>
        <TD></TD>
        <TD  align="left" valign="top"><FONT size="2">
1998 Non-Employee Director and Consultant Stock Option Plan, as amended (Incorporated by
reference to Exhibit&nbsp;10.8 of the Registrant&#146;s Registration Statement on Form&nbsp;S-1, File
Number 333-30246).</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">4.9</FONT></TD>
        <TD></TD>
        <TD  align="left" valign="top"><FONT size="2">
2000 Employee Stock Purchase Plan (Incorporated by reference to Exhibit&nbsp;10.9 of the
Registrant&#146;s Registration Statement on Form&nbsp;S-1, File Number 333-30246).</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">5.1</FONT></TD>
        <TD></TD>
        <TD  align="left" valign="top"><FONT size="2">
Opinion of Jaffe, Raitt, Heuer &#38; Weiss, P.C. as to legality of securities being registered</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">23.1</FONT></TD>
        <TD></TD>
        <TD  align="left" valign="top"><FONT size="2">
Consent of Jaffe, Raitt, Heuer &#38; Weiss, P.C. (included as part of Exhibit&nbsp;5.1)</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">23.2</FONT></TD>
        <TD></TD>
        <TD  align="left" valign="top"><FONT size="2">
Consent of Arthur Andersen LLP, independent public accountants</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">24.1</FONT></TD>
        <TD></TD>
        <TD  align="left" valign="top"><FONT size="2">
Power of Attorney (included on the signature page of this Registration Statement)</FONT></TD>
</TR>
</TABLE>
</CENTER>

<P align="center">-25-

</BODY>
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s-8
Table of Contents
As filed with the Securities and Exchange Commission on October 27, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Genomic Solutions Inc.
(Exact name of registrant as specified in its governing instrument)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
38-338038
(I.R.S. Employer Identification No.)
4355 Varsity Drive, Suite E
Ann Arbor, Michigan 48108
(Address of Principal Executive Offices)
1994 B.I. SYSTEMS CORPORATION OMNIBUS EQUITY INCENTIVE PLAN
1998 EMPLOYEE STOCK OPTION PLAN
1998 NON-EMPLOYEE DIRECTOR AND CONSULTANT STOCK OPTION PLAN
2000 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Jeffrey S. Williams
President and Chief Executive Officer
Genomic Solutions Inc.
4355 Varsity Drive, Suite E
Ann Arbor, Michigan 48108
(734) 975-4800
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Sara M. Kruse, Esq.
Jaffe, Raitt, Heuer & Weiss, P.C.
One Woodward Avenue, Suite 2400
Detroit, Michigan 48226
(313) 961-8380
TABLE OF CONTENTS
AVAILABLE INFORMATION
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
REOFFER PROSPECTUS SUMMARY
RISK FACTORS
FORWARD-LOOKING STATEMENTS
USE OF PROCEEDS
PLAN OF DISTRIBUTION
INDEMNIFICATION
LEGAL MATTERS
EXPERTS
Opinion of Jaffe, Raitt, Heuer & Weiss
Consent of Arthur Andersen, LLP
CALCULATION OF REGISTRATION FEE
Title of Securities
Amount to be
Proposed Maximum
Amount of
To be Registered
Registered (2)
Aggregate Offering Price (3)
Registration Fee
Callable Common Stock, par value
$0.001(1), to be issued under:
1994 B.I. Systems Corporation Omnibus Equity Incentive Plan
171,200
$
1,387,183.19
$
347.74
1998 Employee Stock Option Plan
2,101,710
$
16,139,101.60
$
4,260.72
1998 Non-Employee Director and Consultant Stock Option Plan
750,000
$
7,742,300
$
2,043.97
2000 Employee Stock Purchase Plan
1,000,000
$
15,060,000
$
3,975.84
Callable Common Stock, par value $0.001
1,688,080
$
25,422,484.80
$
6,711.54
Total:
5,710,990
$
65,751,069.59
$
17,339.81
(1)
Genomic's employee benefit plans authorize the issuance of shares of
common stock, which is defined as Genomic's callable common stock, par
value $0.001. The callable common stock is callable until the expiration
of the period for which PerkinElmer, Inc. has a right to cause Genomic to
redeem the callable common stock. After expiration of the call period,
common stock means the common stock of Genomic, par value $0.001. All
references to common stock in this registration statement, unless
otherwise defined, shall mean Genomic's callable common stock.
(2)
The Genomic 1998 Employee Stock Option Plan (the "1998 Stock Option
Plan") authorizes the issuance of up to ten percent (10%) of the total
number of shares of common stock issued and outstanding from time to time.
As of October 25, 2000, the Company had 23,710,604 shares of common stock
issued and outstanding, of which ten percent (10%), or 2,371,060 shares
are reserved for issuance under the 1998 Stock Option Plan. The Genomic
1998 Non-Employee Director and Consultant Stock Option Plan (the "Director
and Consultant Plan") authorizes the issuance of up to seven hundred and
fifty thousand (750,000) shares. The Employee Stock Purchase Plan (the
"Purchase Plan") authorizes the issuance of up to one million (1,000,000)
shares. The 1994 B.I. Systems Corporation Omnibus Equity Incentive Plan
(the "Incentive Plan") authorizes one million five hundred ninety thousand
(1,590,000) shares of common stock for issuance under the plan. The number
of shares stated above consists of the aggregate number of shares that (a)
may be sold upon the exercise of options which have been granted and/or
may hereafter be granted under the 1998 Stock Option Plan, the Director
and Consultant Plan, the Purchase Plan and the Incentive Plan and (b) were
issued upon the exercise of options which were granted under the 1998
Stock Option Plan, the Director and Consultant Plan and the Incentive
Plan.
(3)
Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 of the Securities Act of 1933 as follows: (a) in the
case of shares of our common stock which may be purchased upon exercise of
outstanding options, the fee is calculated on the basis of the price at
which the options may be exercised; and (b) in the case of shares of our
common stock for which options have not been granted and the option price
of which is therefore unknown, the fee is calculated on the basis of the
average of the high and low prices of the common stock, $0.001 par value,
of Genomic reported on the Nasdaq National Market on October 24, 2000.
-2-
Table of Contents
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
The documents containing the information specified in this Item 1 will be
sent or given to participants in the 1994 B.I. Systems Corporation Omnibus
Equity Incentive Plan, the 1998 Employee Stock Option Plan, the 1998
Non-Employee Director and Consultant Stock Option Plan, and the 2000 Employee
Stock Purchase Plan as specified by Rule 428(b)(1). In accordance with the
rules and regulations of the Securities and Exchange Commission (the
"Commission") and the instructions to Form S-8, such documents are not being
filed with the Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424.
Item 2. Registrant Information and Employee Plan Annual Information
The documents containing the information specified in this Item 2 will be
sent or given to employees, officers, directors or others as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Commission and
the instructions to Form S-8, such documents are not being filed with the
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424.
EXPLANATORY NOTE
This registration statement registers shares of callable common stock, par
value $0.001 per share ("Common Stock"), of Genomic Solutions Inc. ("Genomic")
that (a) may be sold upon the exercise of options which have been granted
and/or may hereafter be granted under Genomic's 1994 B.I. Systems Corporation
Omnibus Equity Incentive Plan, 1998 Employee Stock Option Plan, 1998
Non-Employee Director and Consultant Stock Option Plan and 2000 Employee Stock
Purchase Plan (collectively, the "Employee Benefit Plans") and (b) were issued
upon the exercise of options granted under the Employee Benefit Plans.
Genomic's Employee Benefit Plans authorize the issuance of shares of common
stock, which is defined as Genomic's callable common stock, par value $0.001.
The callable common stock is callable beginning October 23, 2000 until
October 21, 2002, unless terminated earlier in accordance with the terms of the callable common stock.
After expiration of the call period, common stock means the
common stock of Genomic, par value $0.001. All references to Common Stock in
this registration statement, unless otherwise noted, shall mean Genomic's
callable common stock.
This registration statement contains two parts. The first part contains a
prospectus prepared in accordance with Part I of Form S-3 (in accordance with
Instruction C of the General Instructions of Form S-8), which covers reoffers
and resales of certain shares of our Common Stock issued pursuant to certain of
the Employee Benefit Plans. The second part contains information required in
the registration statement pursuant to Part II of Form S-8. Pursuant to the
Note to Part I of Form S-8 the plan information specified by Part I of Form S-8
is not being filed with the Securities and Exchange Commission.
Genomic will provide without charge to any person, upon written or oral
request of such person, a copy of each document incorporated by reference in
Item 3 of Part II of this registration statement (which documents are
incorporated by reference in the Section 10(a) prospectus as set forth in Form
S-8), other documents required to be delivered to eligible plan participants
pursuant to Rule 428(b) of the Securities Act of 1933 or additional information
about the Employee Benefit Plans. Requests should be directed to Genomic
Solutions Inc., 4355 Varsity Drive, Suite E, Ann Arbor, Michigan 48108,
attention: Steven J. Richvalsky, telephone (734) 975-4800.
-3-
Table of Contents
REOFFER PROSPECTUS
GENOMIC SOLUTIONS INC.
5,710,990 SHARES OF CALLABLE COMMON STOCK, $0.001 PAR VALUE
The shares of callable common stock, par value $0.001 per share ("Common
Stock"), of Genomic Solutions Inc. ("Genomic") covered by this Reoffer
Prospectus may be offered and sold to the public by certain shareholders of
Genomic (the "Selling Shareholders"), some of whom may be deemed to be
"affiliates" (as that term is defined in Rule 405 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the "Securities
Act")) of the Company. The Selling Shareholders may sell a maximum of
5,710,990 shares of Common Stock (the "Shares"). The Selling Shareholders
acquired or will acquire the Shares through their exercise of stock options
granted under Genomic's 1994 B.I. Systems Corporation Omnibus Equity Incentive
Plan, 1998 Employee Stock Option Plan, 1998 Non-Employee Director and
Consultant Stock Option Plan and 2000 Employee Stock Purchase Plan.
All or a portion of the Shares may be offered for sale, from time to time,
on the Nasdaq National Market or otherwise, at prices and terms then
obtainable, subject to certain limitations. However, any Shares covered by
this Reoffer Prospectus which qualify for sale under Rule 144 under the
Securities Act may be sold under Rule 144 instead of pursuant to this Reoffer
Prospectus.
The Company will not receive any of the proceeds from the sales of the
Shares by the Selling Shareholders, but will receive funds from the sale of the
Shares of Common Stock to the Selling Shareholders upon the exercise of stock
options for such Shares, which funds will be used by the Company for working
capital. All expenses of registration incurred in connection with this
offering are being borne by the Company, but all brokerage commissions,
discounts and other expenses incurred by individual Selling Shareholders will
be borne by such Selling Shareholders.
The Common Stock is listed on the Nasdaq National Market under the symbol
"GNSL." The average of the high and low prices of our Common Stock on the
Nasdaq National Market on October 24, 2000 was $15.06.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES
OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Reoffer Prospectus is October 27, 2000
TABLE OF CONTENTS
AVAILABLE INFORMATION
5
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
5
REOFFER PROSPECTUS SUMMARY
7
RISK FACTORS
7
FORWARD-LOOKING STATEMENTS
16
USE OF PROCEEDS
16
PLAN OF DISTRIBUTION
19
INDEMNIFICATION
20
LEGAL MATTERS
20
EXPERTS
20
-4-
Table of Contents
AVAILABLE INFORMATION
Genomic has filed with the Securities and Exchange Commission a
registration statement on Form S-8, together with exhibits and documents
incorporated by reference in the registration statement, under the Securities
Act of 1933 with respect to the shares being offered pursuant to this Reoffer
Prospectus. This Reoffer Prospectus does not contain all of the information
set forth in the registration statement, certain parts of which are omitted in
accordance with the rules and regulations of the Securities and Exchange
Commission. For further information regarding Genomic and the Common Stock
offered, reference is made to the registration statement, exhibits and the
documents incorporated in the registration statement by reference.
Genomic is subject to the informational requirements of the Securities
Exchange Act of 1934 and, in accordance therewith, files, reports and other
information with the Securities and Exchange Commission. The registration
statement, including exhibits, and the reports and other information filed by
Genomic can be inspected without charge at the public reference facilities
maintained by the Securities and Exchange Commission at 450 Fifth Street, Room
1024, N.W., Washington, D.C. 20549, and at the Commission's Regional Offices
at 7 World Trade Center, Suite 1300, New York, New York 10048, and Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
You may also obtain copies of the registration statement by mail from the
Public Reference Section of the Securities and Exchange Commission at 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549 or by telephone at
1-800-SEC-0330. The registration statement is available to the public from
commercial document retrieval services and at the Securities and Exchange
Commission's World Wide Web site located at http://www.sec.gov. Genomic's shares are quoted on
the Nasdaq National Market.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the
Commission pursuant to the Exchange Act are hereby incorporated by reference,
except as superseded or modified herein:
1.
Our final prospectus filed with the SEC on May 5, 2000
pursuant to Rule 424(b)(4) under the Securities Act of 1933;
2.
Our current Report on Form 10-Q for the quarter ended June
30, 2000, filed with the SEC on August 14, 2000; and
3.
Our Registration Statement No. 000-30549 on Form 8-A filed
with the SEC on May 2, 2000, in which we describe the terms, rights
and provisions applicable to our outstanding common stock.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Reoffer
Prospectus and prior to the termination of the offering of the Shares of Common
Stock shall be deemed to be incorporated in and made a part of this Reoffer
Prospectus by reference from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Reoffer Prospectus to the extent that a statement contained herein or in
any subsequently filed document that is also incorporated by reference herein
modifies or replaces such statement. Any statements so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this Reoffer Prospectus.
-5-
Table of Contents
Genomic will provide without charge to any person to whom this Reoffer
Prospectus is delivered, upon written or oral request of such person, a copy of
any or all of the foregoing documents incorporated herein by reference (other
than exhibits to such documents). Written or oral requests for such copies
should be directed to Genomic Solutions Inc., 4355 Varsity Drive, Suite E, Ann
Arbor, Michigan 48108, attention: Steven J. Richvalsky, Chief Financial
Officer, Executive Vice President, Secretary and Treasurer (telephone (734)
975-4800).
-6-
Table of Contents
REOFFER PROSPECTUS SUMMARY
THIS SUMMARY MAY NOT CONTAIN ALL OF THE INFORMATION THAT MAY BE IMPORTANT
TO YOU. YOU SHOULD READ THE ENTIRE REOFFER PROSPECTUS BEFORE DECIDING WHETHER
TO INVEST IN OUR COMMON STOCK. CERTAIN STATEMENTS MADE IN THIS REOFFER
PROSPECTUS CONSTITUTE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE
SECURITIES ACT OF 1933 AND THE SECURITIES EXCHANGE ACT OF 1934. SEE
"FORWARD-LOOKING STATEMENTS."
Unless the context otherwise requires, all references to "dollars" refers
to U.S. dollars.
THE COMPANY
We design, develop, manufacture, market and sell genomic and proteomic
instrumentation, software, consumables and services. Unlike many other life
sciences companies in the gene expression and proteomic markets, we offer
integrated systems with demonstrated market acceptance. Our biochip and
proteomic products and systems enable researchers to perform complex,
high-volume experiments at lower costs and in less time than with traditional
techniques. Our customers use our integrated and automated systems to produce
biochips, maintain DNA libraries, quantify gene expression levels and isolate,
identify and characterize proteins, thereby facilitating more rapid and less
expensive drug discovery. Since 1997, we have sold our products to more than
100 pharmaceutical and biotechnology companies, government agencies,
universities and private research institutions, including Parke-Davis, Merck,
diaDexus, Biogen, RIKEN Genome Science Center (Japan) and Ludwig Institute for
Cancer Research.
Our principal executive offices are located at 4355 Varsity Drive, Suite
E, Ann Arbor, Michigan 48108 and our telephone number is (734) 975-4800.
THE OFFERING
The Selling Shareholders may offer and sell up to 5,710,990 shares of our
Common Stock under this Reoffer Prospectus. We will not receive any of the
proceeds from the sale of these Shares, however, we will receive funds from the
sale of the Shares of Common Stock to the Selling Shareholders, which funds
will be used by the Company for working capital. See "USE OF PROCEEDS" and
"SELLING SHAREHOLDERS."
RISK FACTORS
INVESTING IN OUR COMMON STOCK INVOLVES RISK. YOU SHOULD CAREFULLY CONSIDER THE
RISKS DESCRIBED BELOW AND THE OTHER INFORMATION IN THIS REOFFER PROSPECTUS
BEFORE YOU PURCHASE ANY OF OUR COMMON STOCK. THE RISKS AND UNCERTAINTIES
DESCRIBED BELOW ARE NOT THE ONLY ONES WE FACE. ADDITIONAL RISKS AND
UNCERTAINTIES, INCLUDING THOSE THAT WE DO NOT KNOW ABOUT NOW OR THAT WE
CURRENTLY DEEM IMMATERIAL, MAY ALSO ADVERSELY AFFECT OUR BUSINESS.
RISKS RELATED TO OUR BUSINESS
We have a history of losses and anticipate future losses and negative cash
flow.
We incurred net losses of $2.0 million for the fiscal year ended
December 31, 1997, $7.8 million for the fiscal year ended December 31, 1998, $11.1 million for the fiscal
year ended December 31, 1999, and $6.8 million for the six months ended June 30, 2000. As of December
31, 1999, we had an accumulated deficit of $9.4 million. We expect to continue to experience significant
operating losses as we increase our expenses in order to continue our research and development efforts, further
develop our manufacturing capabilities and expand our marketing and sales force.  As a result, we need to generate
significant revenues to achieve and maintain profitability. Our revenues have grown significantly in recent
quarters, and, based on current indicators and estimates of our future performance, we believe we will
become profitable some time late next year. However, our continued revenue growth is
dependent on many factors beyond our control, including factors discussed in this risk factors section
of the prospectus, and we may not sustain our revenue growth and we may become profitable at a different time
or we may never become profitable. Even if we do achieve profitability, we may not sustain or increase
profitability on a quarterly or annual basis.
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We may need additional capital to support our operations, which may be
unavailable or costly.
Based on our current plans, we believe that our existing cash, cash
equivalents and short-term investments, will be sufficient to fund our operating expenses, debt obligations
and capital requirements, on both a short-term and long-term, greater than 12
months, basis. However, we may need to raise additional capital to fund our
research and development programs, to scale up manufacturing activities, to
expand our sales and marketing capabilities and to fund unforeseen expenses.
Future collaborations may require us to commit substantial capital. Many
factors, some of which are beyond our control, will determine when and how much
funds we will need, and we may need funds sooner than currently anticipated.
Even if we have sufficient funds for our operating plans, we may choose to
raise additional capital due to market conditions or strategic considerations.
Our systems and products may fail to maintain or achieve sufficient market
acceptance, which would impair our ability to generate sales revenue.
The commercial success of our systems and products depends upon continued
and expanding market acceptance of our biochip and proteomic systems and
products by pharmaceutical and biotechnology companies, academic research
centers and government-funded research laboratories. Market acceptance depends
on many factors, including researchers' belief that our systems are an
attractive alternative to current technologies for the acquisition, analysis
and management of genomic and proteomic information. These potential customers
may be reluctant to accept newer technologies which may require learning new
techniques and procedures and abandoning or modifying current methodologies
with which they are comfortable and familiar.
The relatively high price of our systems may deter potential customers from
buying our systems.
Our GeneTAC™ Biochip System is typically sold for $225,000 and
our Investigator Proteomic™ System is typically sold for $300,000.
The costs of our products and systems may deter potential customers from buying
our products. We may be required by competitive forces or for other reasons to
discount the price of our systems or products to generate sales. Furthermore,
our failure to place sufficient quantities of our systems will have a material
adverse effect on our ability to sell consumables. Market acceptance of our
systems and products and potential products could be adversely affected by
limited funding available for capital acquisitions by our customers, as well as
internal obstacles to customer approvals for purchases of our products.
Because of these and other factors, we may not be able to maintain or achieve
sufficient market acceptance to become profitable.
Our products will require additional development to remain competitive, which
we may be unable to achieve in a timely and cost-effective manner.
While we have sold our products and services commercially, our currently
available biochip and proteomic systems may require design and functional
modifications as scientific procedures and methods change. As scientific
knowledge advances, we anticipate a need for new instrumentation, software and
consumable products. Any future products will require significant development,
investment and testing.
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We may need to undertake costly and time-consuming
efforts to achieve these objectives. We cannot assure you that we will
successfully design, develop, manufacture, market or sell any future products
in a timely and cost-effective manner, if at all, or that we will be able to
sustain or increase sales revenue from our current systems and products.
Concentration of customers may limit our market and our ability to achieve
sales growth.
We expect that our customers will be concentrated in a limited number of
pharmaceutical and biotechnology companies, academic research centers and
government-funded research laboratories that can afford our systems.
Forty-five percent of our current revenue is from sales to pharmaceutical and
biotechnology companies. As a result, our financial performance may depend on
large orders from a limited number of customers, and the loss of, or reduction
in, purchase orders from our customers will impair our sales. If consolidation
trends in the pharmaceutical and biotechnology industries continue, the number
of our current and potential customers could decrease. If this occurs, our
large customers may seek reductions in the prices of our products and services
based on volume purchases.
If we fail to achieve and maintain the high manufacturing standards that our
products require, or if we are unable to develop additional manufacturing
capacity, our commercial opportunity will be reduced or eliminated.
Our biochip and proteomic systems and related products require careful
calibration and precise, high-quality manufacturing. If we fail to achieve and
maintain these high manufacturing standards, including the incidence of
manufacturing errors, design defects or component failures, we could experience
product recalls or withdrawals, delays or failures in product testing or
delivery, cost overruns or other problems that will impair our sales. Despite
our high manufacturing standards, we cannot completely eliminate the risk of
errors, defects or failures. If we are unable to manufacture the components of
our GeneTAC™ Biochip System or Investigator™ Proteomic
System on a timely basis at acceptable quality and cost and in commercial
quantities, or if we experience unanticipated technological problems or delays
in production, our commercial opportunity will be reduced or eliminated.
The sales cycle for our systems is lengthy and we may spend significant time on
sales opportunities with no assurance of success.
The sales cycle for our systems is typically between three and six months.
We often must make sales presentations to various departments within a single
customer, including research and development personnel and key management. In
addition, we may be required to negotiate agreements containing terms unique to
each customer. We may expend substantial funds and management effort with no
assurance that we will successfully sell our systems, products or services to
the customer.
We depend on third-party suppliers, and any failure to obtain product
components from these suppliers in a timely manner will interfere with our
ability to produce our products.
The lasers, filters and optics used in our GeneTAC™ Biochip
Analyzers and the fluid transport mechanism used in our GeneTAC™
Hybridization Station are supplied by a limited group of suppliers. These
products accounted for approximately 22% of our 1999 revenue. If we are unable
to obtain these parts from our suppliers, we may be unable to secure an
alternative supplier within a reasonable time period, or on commercially
reasonable terms, if at all. Our reliance on outside vendors generally, and a
sole or a limited group of suppliers in particular, could also result in
reduced control over quality, pricing and time of receipt of materials and
components.
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Any reduction, delay or termination of government research funding could
reduce, or cause timing fluctuations in, our sales.
In 1999, approximately 55% of our sales were made to researchers,
universities, government laboratories and private foundations whose funding is
dependent upon grants from government agencies like the US National Institutes
of Health and similar domestic and international agencies. Although the level
of research funding has increased during the past several years, these
increases may not continue or research funding may be reduced. Government
funding of research and development is subject to the political process, which
is inherently fluid and unpredictable. Also, government proposals aiming to
reduce or eliminate budget deficits have sometimes included reduced allocations
or delays or terminations of funding to the National Institutes of Health and
other government agencies that fund research and development activities. A
reduction in government funding for the National Institutes of Health or other
government research agencies could result in lower sales or cause fluctuations
in our sales and operating results.
If we fail to expand our international presence or our distribution arrangement
with PerkinElmer, Inc. is unsuccessful, we may lose potential revenues.
We have an agreement with PerkinElmer for the exclusive marketing,
distribution and servicing of our products outside the United States, Japan and
the United Kingdom through January 1, 2002. In 1999, markets outside the
United States, Japan and the United Kingdom represented 16% of our total sales.
If PerkinElmer does not perform as well as the distributors that it displaced
or otherwise fails to implement a successful marketing plan, we may incur
increased costs and personnel requirements.
The risks associated with maintaining international operations could adversely
affect our ability to increase or sustain international sales.
The sale of our products internationally involves a number of risks not
typically present in domestic sales, including:
•
difficulties in staffing and managing foreign operations;
•
costs and risks of deploying systems in foreign countries;
•
changes in regulatory requirements; licenses, tariffs and other trade barriers;
•
limited protection of intellectual property rights;
•
the burden of complying with a wide variety of complex foreign laws and treaties;
•
potentially adverse tax consequences; and
•
political and economic instability.
Our international operations also will be subject to the risks associated with
the imposition of legislation and regulations relating to the import or export
of high-technology products. Tariffs or restrictions upon the importation or
exportation of our products may be implemented by the United States or other
countries which will adversely affect our ability to sustain or increase our
international sales.
We are subject to foreign currency fluctuations which may affect our operating
results.
A significant portion of our business historically has been conducted in
currencies other than the U.S. dollar, which is our reporting currency. Our
agreement with PerkinElmer requires payment in U.S. currency. As a result,
only our business in the United Kingdom and Japan will continue to be conducted
in foreign currencies. The United Kingdom and Japan represented 28% of our
total sales in 1999 and may continue to represent a large portion of our total
sales. Currency fluctuations among the U.S. dollar and the currencies in which
we do business have caused and will continue to cause foreign currency
transaction gains and losses in the period incurred. We cannot predict the
effects of exchange rate
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fluctuations upon our future operating results because
of the variability of currency exposures and the potential volatility of
currency exchange rates. We may choose to engage in foreign exchange hedging
transactions to manage our foreign currency exposure, but our strategies may
not adequately protect our operating results from the effects of exchange rate
fluctuations and may expose our business to additional risk and loss.
Our failure to attract and retain skilled scientists, technicians and other key
personnel could affect our ability to develop and manufacture our products and
provide our services.
As of September 30, 2000 we employed 140 people. Our ability to
adequately service our customers depends, in large part, on our ability to hire
and retain scientists and technicians with the skills necessary to keep pace
with continuing changes in genomic and proteomic research. We believe that
there is a shortage of, and significant competition for, scientists and
technicians with the skills and experience in biochemistry, chemistry and
engineering necessary to perform the services we require. We compete with the
research departments of pharmaceutical companies, biotechnology companies,
contract research companies and research and academic institutions for new
personnel. We cannot assure you that we will be successful in attracting,
retaining or motivating our scientific and technical personnel. Moreover, the
hiring of additional personnel in product development, manufacturing and sales
and marketing will increase burdens on our management, operational and
financial resources. We generally do not enter into employment agreements
requiring these employees to continue in our employment for any period of time.
Any failure on our part to hire, train and retain sufficient qualified
personnel would seriously damage our business.
We face risks associated with acquisitions that will harm our business if we do
not adequately address them.
We have acquired complementary technologies, product lines and personnel
from several companies. This growth has placed, and may continue to place, a
significant strain on our management and operation. Our ability to manage our
growth effectively will depend on our ability to continue to implement and
improve our operational, management information and financial control systems
and to expand, train and manage our workforce.
We expect to continue from time to time to review potential acquisition
candidates in the ordinary course of our business. Acquisition candidates may
not be available on terms and conditions acceptable to us. These potential
acquisitions will involve numerous risks, including:
•
difficulties and expenses incurred in connection with the
completion of these acquisitions;
•
the subsequent assimilation of the operations, personnel and
services or products of the acquired companies;
•
the loss of momentum in research and product development activities;
•
the difficulty of operating new businesses;
•
the diversion of management's attention from other business concerns; and
•
the potential loss of key employees of the acquired company.
Acquisitions of foreign companies may also involve the additional risks of
assimilating differences in business practices and overcoming language and
cultural barriers.
RISKS RELATED TO OUR INDUSTRY
We and our customers are subject to significant technological uncertainty which
could result in reduced acceptance and demand for our products.
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Our products, and the research for which they are predominately used,
involve several new and complex technologies. The instrumentation and software
that comprise our systems have only recently been used in commercial
applications. Scientists and technicians using our products require new
technical skills and training and may experience difficulties with our
products. As our products continue to be used, it is possible that previously
unrecognized defects will emerge. Further, in order for us to address new
applications for our products, we may have to add features and design new
software. If we are unable to validate or achieve the improvements in our
products necessary for their continued successful commercialization, the demand
for our products will suffer.
The outcomes of research based on technologies using our products are
subject to the risks of failure inherent in the development of new
technologies. These risks include the possibility that:
•
any products based on these technologies are ineffective,
unreliable or unsafe, or otherwise fail;
•
producers will be unable to manufacture the products on a
large scale or market the products economically;
•
proprietary rights of third parties will preclude the marketing of the products; and
•
third parties will market equivalent or superior products.
The failure of research and development activities using our products to result
in commercially viable products could reduce the demand for our products.
We face intense competition which could result in reduced acceptance and demand
for our products.
While we are a leading provider of biochip and proteomic systems, the gene
expression and proteomic research markets are intensely competitive, highly
fragmented and rapidly changing. We compete with many companies in the United
States and abroad that are engaged in the development and production of
products that analyze genomic and proteomic information.
Currently, our principal competition comes from established companies and
organizations providing products that use existing technologies which perform
many of the same functions for which we market our systems. These products
include a variety of established assays and tests, including gel-based
technologies. Future competition in the genomic and proteomic research fields
will likely come from existing competitors as well as other companies seeking
to develop new technologies for analyzing genomic and proteomic information.
In addition, pharmaceutical and biotechnology companies have significant needs
for genomic and proteomic information and may choose to develop or acquire
competing technologies to meet these needs. If we are unable to compete
effectively, there will be reduced acceptance of and demand for our products.
Many of our competitors have greater financial, technical, research,
marketing, sales, distribution, service and other resources than we do.
Moreover, our competitors may have greater name recognition and more extensive
customer bases than we do, and they may offer discounts as a competitive
tactic. In addition, several development-stage companies are currently
producing or developing products that compete with or will compete with our
products. Our competitors may develop or market technologies or products that
are more effective or commercially attractive than our current or future
products, or that may render our technologies and products obsolete.
We may be involved in lawsuits to protect or enforce our patents, which would
be expensive and, if we lose, may cause us to lose some of our intellectual
property rights, which would reduce our ability to compete in the market.
Our success will depend on our ability to obtain and protect patents on
our technology and to
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protect our trade secrets. Our issued and future patents
may not afford meaningful protection for our technology and products. Others
may challenge our patents and, as a result, our patents could be narrowed,
invalidated or unenforceable. In addition, our current and future patent
applications may not result in the issuance of patents in the United States or
foreign countries. Competitors may develop products similar to ours that do
not conflict with our patents. They may have filed applications or obtained
patents or proprietary rights competitive with or similar to ours. In order to
protect or enforce our patent rights, we may initiate patent litigation which
would be expensive, take significant time and divert management's attention
from other business concerns. The patent position of biotechnology firms
generally is highly uncertain, involves complex legal and factual questions,
and has recently been the subject of much litigation. No consistent policy has
emerged from the U.S. Patent and Trademark Office or the courts regarding the
breadth of claims allowed or the degree of protection afforded under
biotechnology patents. In addition, there is a substantial backlog of
biotechnology patent applications at the U.S. Patent and Trademark Office, and
the approval or rejection of patent applications may take several years.
The rights we rely upon to protect the intellectual property underlying our
products may not be adequate, which could enable third parties to use our
technology, reducing our ability to compete in the market.
We rely on trade secret protection for some of our confidential and
proprietary information for which we have not sought patent protection. We
believe that we have developed proprietary technology and processes relating to
numerous aspects of our biochip and proteomic systems. We have taken measures
to protect our proprietary technologies and processes and continue to explore
ways to enhance these protections. We require our employees, consultants and
advisors to execute confidentiality agreements. However, we cannot guarantee
that these agreements will provide us with adequate protection against improper
use or disclosure of confidential information. Further, others may
independently develop substantially equivalent proprietary information and
techniques, or otherwise gain access to our trade secrets.
Our success depends on our ability to operate without infringing or
misappropriating the proprietary rights of others.
We cannot be certain that U.S. or foreign patents or patent applications
of other companies do not exist or will not issue that would materially and
adversely affect our ability to commercialize our products. We may be sued for
infringing or misappropriating the patent or other intellectual property rights
of others. Intellectual property litigation is costly, even if we prevail. In
addition, litigation is time consuming and could divert management attention
and resources away from our business. If we do not prevail in any litigation,
in addition to any damages we might have to pay, we could be required to stop
the infringing activity or obtain a license requiring royalty payments. Any
required license may not be available to us on acceptable terms, or at all. In
addition, some licenses may be non-exclusive, and therefore, our competitors
may have access to the same technology licensed to us. If we fail to obtain a
required license or are unable to design around a patent which we infringe, we
may be unable to sell some of our products.
Ethical concerns surrounding the use of genomic information and
misunderstanding of the nature of our business could frustrate our ability to
develop and sell our existing products and new products.
Genetic screening of humans is used to determine individual predisposition
to medical conditions. Genetic screening has raised ethical issues regarding
the confidentiality and appropriate uses of the resulting information.
Government authorities may regulate or prohibit the use of genetic screening to
determine genetic predispositions to medical conditions. Additionally, the
public may disfavor and reject the use of genetic screening.
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Genomic and proteomic research is used to determine the role of genes and
proteins in living organisms. Our products are designed and used for genomic
and proteomic research and drug discovery and cannot be used for genetic
screening without significant modification. However, it is possible that
government authorities and the public may fail to distinguish between the
genetic screening of humans and genomic and proteomic research. If this
occurs, our products and the processes for which our products are used may be
subjected to government regulations intended to affect genetic screening.
Further, if the public fails to distinguish between the two fields, it may
pressure our customers to discontinue the research and development initiatives
for which our products are used.
We may not have adequate insurance, and if we are subject to product liability
claims, we may experience reduced demand for our products or be required to pay
damages that exceed our insurance limitations.
Product liability claims asserted against us, regardless of their merit or
potential outcome, may adversely effect our reputation, result in reduced
demand for our products and make it more difficult for us to expand our
business. Also, we cannot assure you that our current insurance policies will
adequately protect us or that we can or will maintain our insurance policies on
commercially acceptable terms, or at all.
RISKS RELATED TO THE COMMON STOCK
Call features for publicly traded stock are unusual, and the call feature of
our stock may affect market price and liquidity.
As contemplated in our investment agreement with PerkinElmer, for a period of
two years commencing on October 23, 2000 and ending on October 21, 2002,
PerkinElmer has the right to cause us to require the holders of our Common
Stock to sell their shares to us. This call right is set forth in our
certificate of incorporation, as amended. Rights to cause publicly traded
shares to be redeemed are not typical, and there is insufficient precedent for
us to predict all of the implications of PerkinElmer's right to cause us to
repurchase our Common Stock. It is possible that PerkinElmer's right will
adversely affect the market price and the liquidity of our Common Stock.
The expiration of the call feature of our Common Stock may cause the market
price to decline.
The repurchase right with respect to our Common Stock requires payment of a
premium over the market price if the call is exercised. We cannot predict how
the market price and liquidity of our Common Stock will be affected when
PerkinElmer's option expires. For instance PerkinElmer's failure to exercise
its right could cause the market price for our Common Stock to decrease
substantially.
The callable feature of our stock may harm your ability to engage in tax and
financial planning.
We may require you to sell your shares of Common Stock to us, regardless of
whether you want to or it is convenient for you. This requirement will remain
in place until PerkinElmer's call right expires. Because of market movements
and depending on the price that you paid for your shares, it is possible that
the repurchase price at any given time will be less than what you paid for your
shares. The call feature of our stock may make it difficult for you to engage
in financial or tax planning because you will be unable to retain your shares
if the call is exercised.
There may not be an active, liquid trading market for our Common Stock which
may affect your ability to quickly sell your shares.
An active trading market for our Common Stock may not develop. If there is not
an active trading market, due to PerkinElmer's call option or for any other
reason, you may not be able to sell your shares
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quickly or at market price if trading in our stock is not active.
Market volatility may adversely affect the market price of our Common Stock.
The trading price of our Common Stock is likely to be highly volatile and could
be subject to wide fluctuations in price in response to various factors, many
of which are beyond our control, including:
•
actual or anticipated variations in quarterly operating results;
•
announcements of technological innovations by us or our competitors;
•
new products or services introduced or announced by us or our competitors;
•
changes in financial estimates by securities analysts;
•
conditions or trends in the biotechnology, pharmaceutical and genomic and
proteomic industries;
•
announcements by us of significant acquisitions, strategic partnerships, joint
ventures or capital commitments;
•
additions or departures of key personnel;
•
sales of our Common Stock or other securities; and
•
the market's perception of the purchase option for our Common Stock.
In addition, the stock market in general, and the Nasdaq National Market and
the market for technology companies in particular, has experienced extreme
price and volume fluctuations that have often been unrelated or
disproportionate to the operating performance of those companies. Further,
there has been particular volatility in the market prices of securities of
biotechnology and life sciences companies. These broad market and industry
factors may serious harm the market price of our Common Stock, regardless of
our operating performance. Declines in the value of our Common Stock could
impair our ability to raise additional capital to fund the commercialization of
our products. In the past, following periods of volatility in the market price
of a company's securities, securities class-action litigation has often been
instituted against that company. This litigation, if instituted against us,
could result in substantial costs and a diversion of management's attention and
resources.
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Anti-takeover provisions in our charter documents and under Delaware law, and
PerkinElmer's right to cause us to require the holders of our Common Stock to
sell their shares to us, could make it difficult for a third party to acquire
us.
The anti-takeover provisions in our certificate of incorporation, our bylaws
and Delaware law could make it more difficult for a third party to acquire us
without the approval of our board of directors.
Additionally, PerkinElmer has the right to require the holders of our Common
Stock to sell their shares to us at a premium over market price or to match any
third party offer that our board of directors is prepared to accept.
PerkinElmer's rights may discourage offers from third parties or may lower the
price third parties may offer. Furthermore, our board has the authority to
accept third party offers that may be less than the premium price PerkinElmer
might otherwise be required to pay under our agreement, which PerkinElmer then
has the right to match. As a result, we cannot assure you that the price you
may receive upon the redemption of your shares will represent a favorable
return on your investment.
As a result of these provisions in our charter documents and Delaware law and
our agreement with PerkinElmer, we could delay, deter or prevent a takeover
attempt or third party acquisition that our stockholders consider to be in
their best interests, including a takeover attempt that results in a premium
over the market price.
FORWARD-LOOKING STATEMENTS
This Reoffer Prospectus includes "forward-looking statements" based on our
current expectations, estimates and projections about our industry,
management's beliefs and certain assumptions made by us. Words such as
"anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates,"
"may," "will," and variations of these words or similar expressions are
intended to identify forward-looking statements. In addition, any statements
that refer to expectations, projections or other characterizations of future
events or circumstances, including any underlying assumptions, are
forward-looking statements. Such statements are not guarantees of future
performance and ware subject to certain risks, uncertainties and assumptions
that are difficult to predict. Therefore, our actual results could differ
materially and adversely from those anticipated in any forward-looking
statements as a result of numerous factors, many of which are described in the
"RISK FACTORS" section in our prospectus filed with the SEC on May 5, 2000
and in our current report on Form 10-Q, for the quarter ended June 30, 2000.
You should carefully consider those risks, in addition to the other information
in this Reoffer Prospectus and in our other filings with the SEC, before
deciding to invest in our company or to maintain or increase your investment.
We undertake no obligation to revise or update publicly any forward-looking
statements for any reason.
USE OF PROCEEDS
All of the Shares of Common Stock are being offered by the Selling
Shareholders. Genomic will not receive any proceeds from the sales of the
Shares by the Selling Shareholders, but will receive funds from the sale of the
Shares to the Selling Shareholders upon the exercise of stock options for such
Shares. The Company will use these funds for working capital.
SELLING SHAREHOLDERS
The Shares offered under this Reoffer Prospectus are being registered for
reoffers and resales by Selling Shareholders of the Company who have and may in
the future acquire such Shares under the Employee Benefit Plans. The Selling
Shareholders are persons who may be deemed our affiliates, and
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persons who are not our affiliates, who have acquired Shares under our Employee Benefit Plans
prior to the filing of the registration statement of which this Reoffer
Prospectus is a part. The Selling Shareholders named in the following table
may resell all, a portion, or none of such Shares. There is no assurance that
any of the Selling Shareholders will sell any or all of the Shares offered by
them hereunder. The Selling Shareholders will pay any and all brokerage
commissions charged to sellers in connection with any sales.
Participants under the Employee Benefit Plans who are deemed to be
"affiliates" of the Company who acquire Shares of Common Stock under the
Employee Benefit Plans may be added to the Selling Shareholders listed below
from time to time by use of a prospectus supplement filed pursuant to Rule
424(b) under the Securities Act.
In addition, certain unnamed non-affiliates of the Company holding
restricted securities may use this Reoffer Prospectus for reoffers and resales
of the Shares registered pursuant to this registration statement of which this
Reoffer Prospectus is a part, if such non-affiliates hold less than the lesser
of 1,000 Shares or 1% of the shares issuable under a plan.
The following table sets forth certain information concerning the Selling
Shareholders as of the date of this Reoffer Prospectus, and as adjusted to
reflect the sale by the Selling Shareholders of the Shares offered hereby,
assuming all of the Shares offered hereby are sold:
Number of
Shares
Percentage of Shares
Upon Exercise
Beneficially Owned
of
Number of Shares
Options To Be
Before
After
Name
Owned (1)
Offered (2)(3)
Offering
Offering
Kevin Auton(9)
37,500
37,500
*
*
Chris Barker(9)
8,000
8,000
*
*
Frank Becker(10)
52,000
55,000
*
*
Allison C. Bliton(11)
11,478
18,000
*
*
Beverly Burk(9)
2,125
2,000
*
*
Edward Burnham(12)
11,533
25,500
*
*
George Byrkit(13)
11,878
19,000
*
*
David Carter(14)
4,000
10,000
*
*
Christine M. Ethier(15)
13,200
45,000
*
*
Jeffrey Fosdick(16)
14,083
20,000
*
*
John Hollingshead(17)
4,030
10,000
*
*
Michael Ignatoski(18)
18,183
30,000
*
*
Andrew A. Jakimcius(19)
60,670
90,000
*
*
Greg Kinch(20)
43,133
62,000
*
*
Nicholas P. King(21)
171,449
(4)(5)
30,000
*
*
Barbara G. Kirkland(9)
40,400
40,400
*
*
Michael P. Kurek(22)
51,233
126,000
*
*
Robert Luton(9)
41,200
41,200
*
*
J. Matthew Mackowski(23)
1,933,971
30,000
8.15
%
7.89
%
Daniel J. Mitchell(24)
1,869,694
(6)
30,000
7.88
%
7.62
%
James R. Pinkney(9)
2,000
2,000
*
*
Samuel Proffitt(25)
10,400
11,000
*
*
Shannon M. Richey(26)
21,800
45,000
*
*
Steven J. Richvalsky(27)
123,111
177,250
*
*
Paul Ryan(9)
5,600
5,600
*
*
Nisha Sahay(28)
500
2,500
*
*
Robert G. Shepler(29)
674,848
30,000
2.84
%
2.70
%
Chris Smart(9)
1,000
1,000
*
*
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Michael Tincher(30)
16,783
23,000
*
*
Helen Thompson(9)
5,400
5,400
*
*
Damion E. Wicker(31)
5,036,346
(7)
30,000
21.2%
20.7%
Jeffrey S. Williams(32)
1,184,057
(8)
1,330,000
4.98%
*
Robin Worley(9)
2,500
2,500
*
*
Xianxian Zheng(33)
500
2,500
*
*
TOTAL
11,484,605
2,859,440
48.1%
38.94%
* Less than one percent
(1)
Represents shares beneficially owned by the named individual, including
shares that such person has the right to acquire within 60 days of the
date of this Reoffer Prospectus.
(2)
Includes all outstanding options to purchase Shares of Common Stock
granted to the named individuals under the Employee Benefit Plans whether
or not vested or exercisable within 60 days of the date of this Reoffer
Prospectus. Also includes all Shares issued to such named individuals
upon the exercise of options granted under the Employee Benefit Plans.
All of such Shares are being registered hereunder. Does not include any
shares that may be acquirable under future grants of options under the
Employee Benefit Plans.
(3)
Does not constitute a commitment to sell any or all of the stated number
of Shares of Common Stock. The number of Shares offered shall be
determined from time to time by each Selling Stockholder at his or her
sole discretion.
(4)
73,500 shares are held by Mr. King's wife.
(5)
3,000 shares are held by Mr. King's children.
(6)
1,846,694 shares are held in the name of American Healthcare Fund II, and
are attributable to Mr. Mitchell, as he is a general partner of Capital
Health Ventures, the general partner of American Healthcare Fund II.
(7)
5,016,346 shares represents the beneficial ownership of the equity
securities by Chase Venture Capital Associates, LLC, ("CVCA, LLC"), a
portion of which may be deemed attributable to Mr. Wicker because Mr.
Wicker is a general partner of Chase Capital Partners ("CCP"), which is
(i) the sole shareholder of the managing member of CVCA, LLC and (ii) the
manager, by delegation, of CVCA, LLC. The actual pro rata portion of such
beneficial ownership that may be deemed attributable to Mr. Wicker is not
readily determinable because it is subject to several variables including
CVCA, LLC's and CCP's internal rate of return and vesting. Mr. Wicker
disclaims beneficial ownership of the securities to the extent it exceeds
his pecuniary interest in them.
(8)
Mr. Williams is deemed the indirect owner of 300,000 shares, as 100,000
shares are held by his wife and 200,000 shares are held by a trust for the
benefit of his children.
(9)
Former Employee.
(10)
Mr. Becker is Vice President, Western Region Sales.
(11)
Ms. Bliton is a Senior Systems Engineer.
(12)
Mr. Burnham is the Business Development Director, Research Services.
(13)
Mr. Byrkit is a Senior Software Engineer.
(14)
Mr. Carter is a Product Manager.
(15)
Ms. Ethier is Vice President of Proteomics.
(16)
Mr. Fosdick is the Controller.
(17)
Mr. Hollingshead is a Manufacturing Supervisor.
(18)
Mr. Ignatoski is a Software Development Manager.
(19)
Mr. Jakimcius is Executive Vice President, Operations.
(20)
Mr. Kinch is Vice President, Business Development.
(21)
Mr. King is a director of the Company.
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(22)
Mr. Kurek is Executive Vice President of Sales and Service.
(23)
Mr. Mackowski is a director of the Company.
(24)
Mr. Mitchell is a director of the Company.
(25)
Mr. Proffitt is a Quality Assurance Manager.
(26)
Ms. Richey is Vice President of Genomics.
(27)
Mr. Richvalsky is Chief Financial Officer, Executive Vice President,
Secretary and Treasurer.
(28)
Ms. Sahay is a Senior Scientist.
(29)
Mr. Shepler is Chairman of our Board of Directors.
(30)
Mr. Tincher is a Senior Software Engineer.
(31)
Mr. Wicker is a director of the Company.
(32)
Mr. Williams is President, Chief Executive Officer and a director of the
Company.
(33)
Ms. Zheng is a Staff Scientist.
PLAN OF DISTRIBUTION
Shares offered hereby may be sold from time to time directly by or on
behalf of a Selling Shareholder in one or more transactions on the Nasdaq
National Market or on any stock exchange on which the Common Stock may be
listed at the time of sale, in privately negotiated transactions or through a
combination of such methods, at market prices prevailing at the time of sale,
at prices related to such prevailing market prices, at fixed prices (which may
be changed) or at negotiated prices. The Selling Shareholders may sell Shares
through one or more agents, brokers or dealers or directly to purchasers. Such
brokers or dealers may receive compensation in the form of commissions,
discounts or concessions from the Selling Shareholders and/or purchasers of the
shares or both (which compensation as to a particular broker or dealer may be
in excess of customary commissions). The number of Shares to be sold by the
Selling Shareholders (or any person with whom such Selling Shareholders is
acting in concert for the purpose of selling securities of the Company),
whether pursuant to this Reoffer Prospectus or otherwise, may not exceed,
during any three month period, the amount specified by Rule 144(e) under the
Securities Act because the Company does not satisfy the requirements for use of
Form S-3 under the Securities Act. Shares of Common Stock covered by this
Reoffer Prospectus also may qualify to be sold pursuant to Rule 144 under the
Securities Act, rather than pursuant to this Reoffer Prospectus. The Selling
Shareholders will be subject to applicable provisions of the Exchange Act,
including without limitation, Rules 10b-5, 10b-6 and 10b-7, which provisions
may limit the timing of purchases and sales of any of the Shares by the Selling
Shareholders.
In connection with such sales, the Selling Shareholders and any
participating broker or dealer may be deemed to be underwriters within the
meaning of the Securities Act of 1933, and any commissions they receive and the
proceeds of any sale of shares may be deemed to be underwriting discounts and
commissions under the Securities Act.
We will not receive any of the proceeds from the sale of the Shares, but
we will receive funds in connection with the exercise of stock options relating
to such Shares. While all expenses of registration incurred in connection with
this Reoffer Prospectus are being paid by Genomic, all brokerage commissions
and other expenses incurred by individual Selling Shareholders will be borne by
such Selling Shareholders.
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In order to comply with certain state securities laws, if applicable, the
Shares may be sold in such jurisdictions only through registered or licensed
brokers or dealers. In certain states, the Shares may not be sold unless the
Shares have been registered or qualified for sale in such state or an exemption
from regulation or qualification is available and is complied with. Sales of
Shares must also be made by the Selling Shareholders in compliance with all
other applicable state securities laws and regulations.
There can be no assurance that any of the Selling Shareholders will sell
any or all of the shares offered by them hereby.
INDEMNIFICATION
The General Corporation Law of the State of Delaware permits a
corporation, through its certificate of incorporation, to eliminate the
personal liability of its directors to the corporation or its shareholders for
monetary damages for breach of fiduciary duty as a director, with certain
exceptions. The exceptions include breach of fiduciary duty of loyalty, acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, improper declarations of dividends and transactions
from which the directors derived an improper personal benefit. Our certificate
of incorporation, as amended, exonerates our directors from monetary liability
to the fullest extent permitted by this statutory provision but does not
restrict the availability of non-monetary and other equitable relief.
Our certificate of incorporation, as amended, and by-laws provide that we
shall indemnify our directors and officers to the fullest extent permitted by
Delaware law.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, we have been
advised that in the opinion of the Commission, such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable.
LEGAL MATTERS
The validity of the shares of our Common Stock offered by this Reoffer
Prospectus will be passed upon for Genomic by Jaffe, Raitt, Heuer & Weiss,
P.C., Detroit, Michigan. As of October 17, 2000, certain attorneys of Jaffe,
Raitt, Heuer & Weiss, P.C. beneficially owned approximately 123,887 shares of
our Common Stock.
EXPERTS
The financial statements incorporated by reference in this
Prospectus have been audited by Arthur Andersen LLP, independent
public accountants, to the extent and for the periods set forth in their
reports incorporated herein by reference, and are incorporated herein in
reliance upon the authority of said firm as experts in giving said reports.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents and information heretofore filed with the
Commission are incorporated herein by reference:
(a)
Our final prospectus filed with the SEC on May 5, 2000
pursuant to Rule 424(b)(4) under the Securities Act of 1933;
(b)
Our Current Report on Form 10-Q for the quarter ended June
30, 2000, filed with the SEC on August 14, 2000; and
(c)
Our Registration Statement No. 000-30549 on Form 8-A filed
with the SEC on May 2, 2000, in which we describe the terms, rights
and provisions applicable to our outstanding common stock.
All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated, or deemed to be
incorporated, by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is, or is
deemed to be, incorporated by reference herein modifies or supersedes such
earlier statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
The validity of the shares of the Registrant's Common Stock to be issued
pursuant to this Registration Statement will be passed upon by Jaffe, Raitt,
Heuer & Weiss, P.C. As of October 17, 2000, certain attorneys of Jaffe, Raitt,
Heuer & Weiss, P.C. beneficially owned approximately 123,887 shares of the
Registrant's Common Stock.
Item 6. Indemnification of Directors and Officers
As permitted by the Delaware General Corporation Law (the "DGCL"), the
Registrant's charter authorizes the Registrant to obligate itself to indemnify
its present and former directors and officers and to pay or reimburse expenses
for such individuals in advance of the final disposition of a proceeding to the
maximum extent permitted from time to time by Delaware law. The Registrant's
bylaws obligate it to indemnify its present and former directors and officers
and to pay or reimburse expenses for such individuals in advance of the final
disposition of a proceeding to the maximum extent permitted by Delaware law.
The DGCL permits a corporation to indemnify its present and former directors
and
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officers, among others, against judgments, penalties, fines, settlements,
and reasonable expenses actually incurred by them in connection with any
proceeding to which they may be made a party by reason of their service in
those capacities unless it is established that: (i) the act or omission of the
director or officer was material to the matter giving rise to the proceeding;
and (a) was committed in bad faith or, (b) was the result of active and
deliberate dishonesty; (ii) the director or officer actually received an
improper personal benefit in money, property, or services; or (iii) in the case
of any criminal proceeding, the director or officer had reasonable cause to
believe that the act or omission was unlawful.
The DGCL permits the charter of a Delaware corporation to include a
provision limiting the liability of its directors and officers to the
corporation and its stockholders for money damages, except to the extent that:
(i) it is proved that the person actually received an improper benefit or
profit in money, property or services; or (ii) a judgment or other final
adjudication is entered in a proceeding based on a finding that the person's
action, or failure to act, was the result of active and deliberate dishonesty
and was material to the cause of action adjudicated in the proceeding. The
Registrant's charter contains a provision providing for elimination of the
liability of its directors or officers to the Registrant or its stockholders
for money damages to the maximum extent permitted by Delaware law from time to
time.
The Registrant has entered into indemnification agreements with each of
its directors and officers that provide the maximum indemnity allowed under
Delaware law.
Item 7. Exemption from Registration Claimed
The Shares of Common Stock to be sold under the Reoffer Prospectus were
initially sold by Genomic pursuant to Rule 701 as promulgated by the SEC under
the Securities Act of 1933 or Section 4(2) of the Securities Act of 1933.
Item 8. Exhibits
The exhibits filed herewith are set forth on the Exhibit Index filed as
part of this Registration Statement.
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) 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 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 a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table set forth in this registration statement;
and
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(iii) 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.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(3) 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the Exchange Act) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
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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 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 Ann Arbor, State of Michigan, on October 26, 2000
GENOMIC SOLUTIONS INC., a Delaware
corporation
By:  /s/ Jeffrey S.
Williams
Jeffrey S. Williams, Chief Executive Officer and
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, hereby constitutes and appoints Jeffrey S. Williams his attorney-in-fact
and agent, with full power of substitution and resubstitution for him in any
and all capacities, to sign any or all amendments or post-effective amendments
to this Registration Statement, and to file the same, with exhibits thereto and
other documents in connection therewith or in connection with the registration
of the Common Stock under the Securities Act of 1933, with the Securities and
Exchange Commission, granting unto such attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary in connection with such matters as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that
such attorney-in-fact and agent or his substitute or substitutes may 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.
Name
Title
Date
/s/ Jeffrey S. Williams
Jeffrey S. Williams
President, Chief
Executive Officer,
and Director
(principal executive
officer)
October 26, 2000
/s/ Steven J. Richvalsky
Steven J. Richvalsky
Chief Financial
Officer, Executive
Vice President,
Treasurer and
Secretary (principal
financial and
accounting officer)
October 26, 2000
/s/ Robert G. Shepler
Robert G. Shepler
Chairman of the Board
October 26, 2000
/s/ J. Matthew Mackowski
J. Matthew Mackowski
Director
October 26, 2000
/s/ Daniel J. Mitchell
Daniel J. Mitchell
Director
October 26, 2000
/s/ Damion E. Wicker
Damion E. Wicker, M.D.
Director
October 26, 2000
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EXHIBIT INDEX
Exhibit
Number
Description
4.1
Form of Callable Common Stock Certificate (Incorporated by reference to Exhibit 4.1 of
the Registrant's Registration Statement on Form S-1, File Number 333-30246).
4.2
Form of Amended and Restated Stockholders Agreement dated as of January 25, 2000, among
Genomic Solutions and certain of its stockholders (Incorporated by reference to Exhibit
4.2 of the Registrant's Registration Statement on Form S-1, File Number 333-30246).
4.3
Registration Rights Agreement among Genomic Solutions and certain of its warrantholders,
dated April 23, 1999, as amended on October 28, 1999 (Incorporated by reference to
Exhibit 4.7 of the Registrant's Registration Statement on Form S-1, File Number
333-30246).
4.4
Warrant between Genomic Solutions and ESA, Inc., dated October 13, 1998 (Incorporated by
reference to Exhibit 4.9 of the Registrant's Registration Statement on Form S-1, File
Number 333-30246).
4.5
Registration Rights Agreement among Genomic Solutions and Jeffrey S. Williams
(Incorporated by reference to Exhibit 4.19 of the Registrant's Registration Statement on
Form S-1, File Number 333-30246).
4.6
1994 B.I. Systems Corporation Omnibus Equity Incentive Plan, as amended( Incorporated by
reference to Exhibit 10.6 of the Registrant's Registration Statement on Form S-1, File
Number 333-30246).
4.7
1998 Employee Stock Option Plan, as amended (Incorporated by reference to Exhibit 10.7 of
the Registrant's Registration Statement on Form S-1, File Number 333-30246).
4.8
1998 Non-Employee Director and Consultant Stock Option Plan, as amended (Incorporated by
reference to Exhibit 10.8 of the Registrant's Registration Statement on Form S-1, File
Number 333-30246).
4.9
2000 Employee Stock Purchase Plan (Incorporated by reference to Exhibit 10.9 of the
Registrant's Registration Statement on Form S-1, File Number 333-30246).
5.1
Opinion of Jaffe, Raitt, Heuer & Weiss, P.C. as to legality of securities being registered
23.1
Consent of Jaffe, Raitt, Heuer & Weiss, P.C. (included as part of Exhibit 5.1)
23.2
Consent of Arthur Andersen LLP, independent public accountants
24.1
Power of Attorney (included on the signature page of this Registration Statement)
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