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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION    FORM 10-K/A    [X]
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003 OR [  ]
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 FOR THE TRANSITION PERIOD FROM          TO      . COMMISSION FILE NUMBER 0-27316 MOLECULAR DEVICES CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
    
    94-2914362
(I.R.S. EMPLOYER IDENTIFICATION
NUMBER)
 1311 ORLEANS DRIVE
SUNNYVALE, CALIFORNIA
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
    
    94089
(ZIP CODE)
 (408) 747-1700
(REGISTRANTS TELEPHONE NUMBER, INCLUDING AREA CODE) SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
TITLE OF EACH CLASS
COMMON STOCK, $.001 PAR VALUE Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES
[X] NO  [  ] Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [  ] Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). YES
[X] NO  [  ] The aggregate market value of the voting stock held by non-affiliates of
the Registrant as of June 30, 2003, based upon the last sale price reported for
such date on the Nasdaq National Market, was $110,866,693.* The number of outstanding shares of the Registrants Common Stock as of
April 26, 2004 was 14,234,764.   *
    
    Excludes approximately 7,957,993 shares of common stock held by
directors, officers and holders of 5% or more of the Registrants
outstanding Common Stock at June 30, 2003. Exclusion of shares held by
any person should not be construed to indicate that such person
possesses the power, direct or indirect, to direct or cause the
direction of the management or policies of the Registrant, or that
such person is controlled by or under common control with the
Registrant.




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EXPLANATORY NOTE Molecular Devices Corporation is filing this Amendment No. 1 on Form 10-K/A to
our Annual Report on Form 10-K, originally filed with the Securities and
Exchange Commission on March 10, 2004, solely for the purpose of amending and
restating Part III, Item 10 through Item 14 of its Annual Report on Form 10-K. In addition, we have filed the following exhibits herewith:  24.1
    
    Power of Attorney (included in signature page)31.3
    
    Certification required by Rule 13a-14(a) or Rule 15d-14(a)31.4
    
    Certification required by Rule 13a-14(a) or Rule 15d-14(a) The reference on the cover of the Annual Report on Form 10-K to the
incorporation by reference of specified portions of the Proxy Statement for our
2004 Annual Meeting of Stockholders is hereby deleted in its entirety. Except
as specifically indicated herein, no other information included in the Annual
Report on Form 10-K is amended by this Amendment No. 1 on Form 10-K/A.




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MOLECULAR DEVICES CORPORATION ANNUAL REPORT ON FORM 10-K/A
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003
Amendment No. 1 TABLE OF CONTENTS  
 PagePART III
    
    
    1Item 10. Directors and Executive Officers of Registrant
    
    
    1Item 11. Executive Compensation
    
    
    5Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
    
    
    10Item 13. Certain Relationships and Related Transactions
    
    
    14Item 14. Principal Accountant Fees and Services
    
    
    14SIGNATURESEXHIBIT 31.3EXHIBIT 31.4




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Except for the historical information contained herein, the following
discussion contains forward-looking statements. For this purpose, any
statements that are not statements of historical fact may be deemed to be
forward-looking statements. Words such as believes, anticipates, plans,
predicts, expects, estimates, intends, will, continue, may,
potential, should and similar expressions are intended to identify
forward-looking statements. There are a number of important factors that could
cause our results to differ materially from those indicated by these
forward-looking statements, including, among others, those discussed under
Business Risks as well as under Qualitative and Quantitative Disclosures
about Market Risk in our Annual Report, as amended, and the risks detailed
from time to time in the Companys future SEC reports. 
 PART III 
 Item 10. Directors and Executive Officers of the Registrant. Directors The names of our directors as of April 28, 2004 and certain information
about them is set forth below: Principal Occupation/Position HeldName
    
    Age
    
    with Molecular DevicesJoseph D. Keegan, Ph.D.
    
    
    50
    
    
    President, Chief Executive OfficerMoshe H. Alafi
    
    
    75
    
    
    General Partner, Alafi Capital CompanyDavid L. Anderson
    
    
    60
    
    
    Managing Director, Sutter Hill VenturesA. Blaine Bowman
    
    
    58
    
    
    Chairman, Dionex CorporationPaul Goddard, Ph.D.
    
    
    54
    
    
    Chairman, A.P. Pharma, Inc.André F. Marion
    
    
    68
    
    
    Independent Investor and Management ConsultantHarden M. McConnell, Ph.D.
    
    
    76
    
    
    Robert Eckles Swain Professor of Physical Chemistry, Emeritus at Stanford UniversityJ. Allan Waitz, Ph.D.
    
    
    68
    
    
    Independent Investor
 Joseph D. Keegan, Ph.D.,was appointed as President and Chief Executive
Officer of Molecular Devices effective March 30, 1998. From 1992 to 1998, Dr.
Keegan served in various positions at Becton Dickinson and Company, a research
and diagnostic company, including the positions of Vice President, Sales and
Service, Vice President, General Manager of the Immunocytometry Systems
Division and, most recently, President of the Worldwide Tissue Culture
Business. From 1987 to 1992, he was employed by LEICA, Inc., a microscope
manufacturer, where he held various senior management positions. Dr. Keegan is
a director of Upstate Group, Inc. and Essen Instruments, Inc. Dr. Keegan holds
a Ph.D. in Chemistry from Stanford University. Moshe H. Alafihas been a director of Molecular Devices since 1985. Mr.
Alafi has been the General Partner of Alafi Capital Company, which specializes
in forming new companies in the medical, pharmaceutical and biological fields,
since January 1984. David L. Andersonhas been a director of Molecular Devices since 1983. Mr.
Anderson has been a Managing Director of the General Partner of Sutter Hill
Ventures, a California Limited Partnership, a venture capital company, since
1974. Mr. Anderson is also a director of Dionex Corporation, a leading supplier
of analytical instrumentation, and BroadVision, Inc., a software company. A. Blaine Bowmanhas been a director of Molecular Devices since 1985. Mr.
Bowman is Chairman of the board of Dionex Corporation. Prior to that, he was
President, Chief Executive Officer and a director of Dionex Corporation from
1980 to 2002. Paul Goddard, Ph.D.has been a director of Molecular Devices since
September 1995. Since November 2000, Dr. Goddard has served as the Chairman of
A.P. Pharma. Inc., which develops, manufactures and sells 1.




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patented delivery
systems to enhance the safety and effectiveness of prescription products. Dr.
Goddard served as President and Chief Executive Officer of Elan Pharmaceuticals, a division
of Elan PLC, from 1998 through 2000. Dr. Goddard served as Chairman, Chief
Executive Officer and Director of Neurex Corporation front 1991 through 1998
when Neurex Corporation was acquired by Elan PLC. From 1976 through February
1991, Dr. Goddard was employed by SmithKline Beecham Corp., a pharmaceutical
company, and its predecessors in various positions, most recently as Senior
Vice President and Director, Japan Pacific. He is currently the Chairman of the
board of Xenoport Inc. and Aryx Pharmaceuticals. He is also a director of Onyx
Pharmaceuticals. Inc. and Adolor Corporation. André F. Marionhas been a director of Molecular Devices since September
1995. Mr. Marion was a founder of Applied Biosystems. Inc., a supplier of
instruments for biotechnology research, and served as its Chief Operating
Officer from 1983 to 1986, its President from 1985 to 1993, its Chief Executive
Officer from l986 to 1993 and its Chairman of the board from 1987 to February
1993, when it merged with the Perkin-Elmer Corporation, a manufacturer of
analytical instruments. Mr. Marion served as Vice President of Perkin-Elmer
Corporation and President of its Applied Biosystems Division until his
retirement in February 1995. Mr. Marion is presently a management consultant
and also a director of Cygnus, Inc., Applied Imaging Corp., Alpha M.O.S.,
Aclara Biosciences Corp.. and of several privately held corporations. Harden M. McConnell, Ph.D.,founder of Molecular Devices, has been a
director of and a consultant to Molecular Devices since its inception in July
1983. He is the Robert Eckles Swain Professor of Physical Chemistry, Emeritus
at Stanford University and a member of the National Academy of Sciences. Dr.
McConnell has received many awards in recognition of his scientific work, most
recently these include the 1997 Pauling Medal for Chemistry and, in 1988, the
National Academy of Sciences Award in Chemical Sciences, Dr. McConnell has also
received the Wolf Prize (1984), the Wheland Medal (1988), the National Medal of
Science (1989), the Peter Debeye Award in Physical Chemistry (1990), the Bruker
Prize of the Royal Society of Chemistry (1995) and the Welch Award (2002). Dr.
McConnell holds a Ph.D. degree from the California Institute of Technology. J. Allan
Waitz, Ph.D.,has been a director of Molecular Devices since
1990. Dr. Waitz is currently retired. Until 1992, Dr. Waitz was President and
Chief Executive Officer of DNAX Research Institute of Molecular and Cellular
Biology, Inc., a subsidiary of Schering-Plough Corporation, a pharmaceutical
company. From 1991 through December 1996, Dr. Waitz served as chairperson of
the Area Committee on Microbiology of the National Committee for Clinical
Laboratory Standards. Executive Officers and Certain Key Employees The executive officers and certain key employees of Molecular Devices and
their ages and positions as of April 28, 2004 are as follows: Name
    
    Age
    
    PositionJoseph D. Keegan, Ph.D.
    
    
    50
    
    
    President, Chief Executive OfficerTimothy A. Harkness
    
    
    37
    
    
    Vice President, Finance, Chief Financial OfficerGillian M.K. Humphries, Ph.D.
    
    
    66
    
    
    Vice President, Strategic AffairsRobert J. Murray
    
    
    56
    
    
    Vice President, OperationsStephen J. Oldfield, Ph.D.
    
    
    48
    
    
    Vice President, Worldwide MarketingThomas J. OLenic
    
    
    40
    
    
    Vice President, North American Sales and ServicePatricia C. Sharp
    
    
    60
    
    
    Vice President, Human ResourcesJ. Richard Sportsman, Ph.D.
    
    
    51
    
    
    Vice President, Assay and Reagent Research and
DevelopmentAndrew T. Zander, Ph.D.
    
    
    58
    
    
    Vice President, Engineering
 Joseph D. Keegan, Ph.D.,was appointed as President and Chief Executive
Officer of Molecular Devices effective March 30, 1998. From 1992 to 1998, Dr.
Keegan served in various positions at Becton Dickinson and Company, a research
and diagnostic company, including the positions of Vice President, Sales and
Service, Vice President, General Manager of the Immunocytometry Systems
Division and, most recently, President of the Worldwide Tissue Culture
Business. From 1987 to 1992, he was employed by LEICA, Inc., a microscope
manufacturer, where he held various senior management positions. Dr. Keegan is
a director of Upstate Group, Inc. 2.




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and Essen Instruments, Inc. Dr. Keegan holds
a Ph.D. in Chemistry from Stanford University. Timothy A. Harknesshas served as Vice President, Finance and Chief
Financial Officer of Molecular Devices Corporation since July 1998. From 1997
to 1998, Mr. Harkness was Vice President of Business Development at Vivra
Specialty Partners, a physician practice management company. Previously, Mr.
Harkness was with Montgomery Securities in the Health Care Investment Banking
Group from 1994 to 1997 and with Arthur Andersen & Co. from 1989 to 1992. Mr.
Harkness holds an MBA from Stanford University Graduate School of Business and
is a CPA. Gillian M.K. Humphries, Ph.D.,has served as a Vice President of Molecular
Devices since March 1990. Dr. Humphries served as a consultant to Molecular
Devices since its inception in 1983. In 1984, Dr. Humphries joined Molecular
Devices on a full time basis as a research scientist and, from 1985 to 1990,
she served as Director of MAXline and Cytosensor Development. Dr. Humphries
holds a Ph.D. in Biochemistry from Stanford University and an MS in
Biochemistry from San Jose State University. Robert J. Murrayhas served as a Vice President, in charge of Worldwide
Operations, since July 1995. Mr. Murray served as Molecular Devices Director
of Operations from 1993 to 1995. During 1993, Mr. Murray was a consultant to
Tandem Computers, Incorporated, a computer manufacturer. From 1991 to 1993,
Mr. Murray was Vice President of Marketing and Manufacturing at Electromer
Corporation, an electronic component company, and from 1989 to 1991, as Vice
President and General Manager of Comptronix Corp., a contract manufacturing
company. Prior to that, Mr. Murray was Vice President of Operations of Gould,
Inc., a diversified conglomerate. Mr. Murray holds an M.S. in Electrical
Engineering from San Jose State University and a B.S. from the University of
California at Davis. Stephen J. Oldfield, Ph.D.has served as Vice President, in charge of
Worldwide Marketing, since December 2001. Dr. Oldfield served as Molecular
Devices Marketing Director for Cell Analysis products from 1999 to 2001. From
1997 to 1999, Dr. Oldfield was the Director of Marketing at Molecular Probes,
Inc., a biotechnology company. From 1995 to 1997, Dr. Oldfield was the
Director of Marketing at FMC Bioproducts, a biotechnology supplier, which was
subsequently acquired by Cambrex Corporation. Dr. Oldfield served in various
management positions at Molecular Dynamics, a bioanalytical instrument provider
now part of Amersham Biosciences, in England and the United States from 1988 to
1995, and at Pharmacia Biotechnology, a biotechnology company, in Sweden from
1984 to 1988. Dr. Oldfield holds a Ph.D. from Imperial College, London and a
BSc from the University of Sheffield. Thomas J. OLenichas served as a Vice President, North American Sales and
Service, since January 2002. From 1995 to 2002, Mr. OLenic served in various
Sales Management positions at Molecular Devices, most recently as Director of
North American Sales, Life Sciences Division. From 1994 to 1995, Mr. OLenic
was with PerSeptive Biosystems, a bioanalytical instrument company. From 1990
to 1994, Mr. OLenic worked for Millipore Corporation, a multinational
bioscience company, and from 1989 to 1990, he worked for Bios Corporation, a
life science products company. Mr. OLenic holds a B.S. in Biology from the
University of South Florida. Patricia C. Sharpwas appointed as Vice President of Human Resources of
Molecular Devices effective September 2000. From 1997 to 2000, Ms. Sharp
served as Human Resources consultant at Sharp Associates Consulting
specializing in Human Resources management, leadership and organizational
development. Previously, Ms. Sharp worked at Apple Computer, Inc. as Senior
Vice President, Human Resources. Ms. Sharp has a B.A. in Behavioral Sciences
from San Jose State University. J. Richard Sportsman, Ph.D.,has served as Vice President, Assay and
Reagent Research and Development, since August 2002. From 2000 to 2002, Dr.
Sportsman served as Director of Biochemistry. From 1998 to 2000, Dr. Sportsman
served as Senior Director, Assay Systems, at LJL BioSystems. From 1993 to
1998, Dr. Sportsman served as a Staff Scientist and Director of Molecular
Recognition at Telik, Inc. (formerly Terrapin Technologies, Inc.) Andrew T. Zander, Ph.D.,joined Molecular Devices as Vice President,
Engineering in March 2000. Dr. Zander came to Molecular Devices from
Transgenomic, Inc., a biotechnology company, where he was Vice President,
Research and Development, and prior to that he was at Varian Associates, a
medical systems company, 3.




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for 12 years, where be was a Director of Research for
Varians corporate R&D activities. Before Varian, he had worked at
Perkin-Elmer and Beckman. As an Officer in the U.S. Naval Reserve, he worked
with the Office of Naval Research as a Scientific Liaison Officer. Dr. Zander holds a B.S.
in Chemistry from the University of Illinois and a Ph.D. in Analytical
Chemistry from the University of Maryland. Audit Committee The Audit Committee meets with Molecular Devices independent auditors at
least annually to review, upon completion of the annual audit, financial
results for the year, as reported in Molecular Devices financial statements;
retains Molecular Devices independent auditors; is responsible for the
engagement of the independent auditors, including the scope, extent and
procedures of the audit and the compensation to be paid therefore; assists and
interacts with the independent auditors in order that they may carry out their
duties in the most efficient and cost effective manner; maintains a log of
complaints regarding accounting or auditing matters submitted by employees and
conducts the appropriate investigation; and determines and approves all
professional services provided to Molecular Devices by the independent
auditors, prior to commencement of engagement, and considers the possible
effect of such services on the independence of the auditors. The Audit
Committee meets at least quarterly. The Audit Committee is governed by a
written Audit Committee Charter adopted by the board of directors. The Audit
Committee is composed of Mr. Bowman, Dr. Goddard and Mr. Marion. It met six
times during the fiscal year ended December 31, 2003. All three directors who
served on Molecular Devices Audit Committee during the fiscal year ended
December 31, 2003 are independent (as independence is defined in Rule 4350(d)
of the Nasdaq listing standards). Audit Committee Financial Expert The board of directors has determined that all three directors who served
on the Molecular Devices Audit Committee during the fiscal year ended December
31, 2003, Mr. Bowman, Dr. Goddard and Mr. Marion, qualify as an audit
committee financial expert, as defined in Regulation S-K, Item 401(h) of
Securities and Exchange Commission rules. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires Molecular Devices directors
and executive officers, and persons who own more than ten percent of a
registered class of Molecular Devices equity securities, to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes in ownership of common stock and other equity securities of Molecular
Devices. Officers, directors and greater than ten percent stockholders are
required by SEC regulations to furnish Molecular Devices with copies of all
Section 16(a) forms they file. To Molecular Devices knowledge, based solely on a review of the copies of
such reports furnished to Molecular Devices and written representations that no
other reports were required, during the fiscal year ended December 31, 2003,
all Section 16(a) filing requirements applicable to its officers, directors and
greater than ten percent beneficial owners were complied with. Code of Conduct Molecular Devices has adopted the Molecular Devices Corporation Code of
Conduct that applies to all officers, directors and employees. The Code of
Conduct is available in the Corporate Governance section of the Investor
Relations section of Molecular Devices website, at www.moleculardevices.com.
If Molecular Devices makes any substantive amendments to the Code of Conduct or
grants any waiver from a provision of the Code to any executive officer or
director, Molecular Devices will promptly disclose the nature of the amendment
or waiver on its website. 4.




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Item 11. Executive Compensation. Compensation of Executive Officers The following table shows for the fiscal years ended December 31, 2003,
2002 and 2001, compensation awarded or paid to, or earned by, Molecular
Devices Chief Executive Officer and its other four most highly
compensated executive officers at December 31, 2003. Summary Compensation Table Annual Compensation
    
    Long-Term CompensationSecurities
    
    All OtherOther Annual
    
    Underlying
    
    Compen-Salary
    
    Bonus
    
    Compensation
    
    Options
    
    sationName and Principal Position
    
    Year
    
    ($)
    
    ($) (1)
    
    ($)
    
    (#)
    
    ($) (2)Joseph D. Keegan, Ph.D.
    
    
    2003
    
    
    $
    377,445
    
    
    $
    468,084
    
    
    $
    13,130
    (3)
    
    
    47,500
    
    
    $
    9,029President and Chief
    
    
    2002
    
    
    
    364,999
    
    
    
    370,000
    
    
    
    13,800
    (4)
    
    
    60,000
    
    
    
    11,887Executive Officer
    
    
    2001
    
    
    
    357,268
    
    
    
    
    
    
    
    13,900
    (5)
    
    
    60,000
    
    
    
    3,706Timothy A. Harkness
    
    
    2003
    
    
    
    237,499
    
    
    
    142,500
    
    
    
    
    
    
    
    32,500
    
    
    
    3,104Vice President, Finance
    
    
    2002
    
    
    
    224,999
    
    
    
    110,000
    
    
    
    74,275
    (6)
    
    
    35,000
    
    
    
    4,560And Chief Financial Officer
    
    
    2001
    
    
    
    219,450
    
    
    
    
    
    
    
    74,275
    (6)
    
    
    35,000
    
    
    
    3,104John S. Senaldi
    
    
    2003
    
    
    
    228,333
    
    
    
    172,500
    
    
    
    
    
    
    
    27,500
    
    
    
    3,940Former Vice President/
    
    
    2002
    
    
    
    216,666
    
    
    
    100,000
    
    
    
    18,110
    (6)
    
    
    27,500
    
    
    
    3,399General Manager, IonWorks
    
    
    2001
    
    
    
    196,660
    
    
    
    
    
    
    
    18,110
    (6)
    
    
    27,500
    
    
    
    2,846Patricia C. Sharp
    
    
    2003
    
    
    
    201,500
    
    
    
    100,750
    
    
    
    13,659
    (6)
    
    
    25,000
    
    
    
    5,191Vice President,
    
    
    2002
    
    
    
    195,000
    
    
    
    87,750
    
    
    
    
    
    
    
    27,500
    
    
    
    5,293Human Resources
    
    
    2001
    
    
    
    193,334
    
    
    
    
    
    
    
    
    
    
    
    35,000
    
    
    
    4,215Robert J. Murray
    
    
    2003
    
    
    
    201,500
    
    
    
    90,675
    
    
    
    
    
    
    
    22,500
    
    
    
    8,234Vice President,
    
    
    2002
    
    
    
    195,000
    
    
    
    78,000
    
    
    
    
    
    
    
    25,000
    
    
    
    6,253Operations
    
    
    2001
    
    
    
    192,667
    
    
    
    
    
    
    
    
    
    
    
    25,000
    
    
    
    3,379
  (1)
    
    Represents amounts accrued by Molecular Devices in 2001, 2002 and 2003
but paid in 2002, 2003 and 2004 at the election of Molecular Devices.(2)
    
    Represents the taxable portion of group life insurance paid by Molecular
Devices, supplemental health plan amounts reimbursed by Molecular Devices,
and Molecular Devices discretionary contribution to the employees 401(k)
account.(3)
    
    Consists of the following payments made by Molecular Devices: (1) $12,000
for use of automobile by employee and (2) $1,130 for professional
services.(4)
    
    Consists of the following payments made by Molecular Devices: (1),
$12,000 for use of automobile by employee and (2) $1,800 for professional
services.(5)
    
    Consists of the following payments made by Molecular Devices: (1) $12,000
for use of automobile by employee and (2) $1,900 for professional
services.(6)
    
    Represents loan amount forgiven by Molecular Devices for the previous
payment of certain taxes. Stock Option Grants and Exercises Molecular Devices grants options to its executive officers under its 1995
Stock Option Plan, or the Option Plan. As of February 15, 2004, options to
purchase a total of 2,881,444 shares were outstanding under the Option Plan and
options to purchase 567,483 shares remained available for grant thereunder. 5.




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The following tables show for the fiscal year ended December 31, 2003
certain information regarding options granted to, exercised by, and held at
year end by, the named executive officers: Option Grants in Last Fiscal Year Individual Grants
    
    Potential RealizableValue at AssumedAnnual Rates of% of Total
    
    
    
    
    
    
    
    
    
    Stock PriceNumber of
    
    Options
    
    
    
    
    
    
    
    
    
    Appreciation forSecuritiesUnderlying
    
    Granted toEmployees
    
    Exercise
    
    
    
    
    
    Option Term (3)Options
    
    in Fiscal
    
    Price
    
    Expiration
    
    5%
    
    10%Name
    
    Granted (#)
    
    Year (1)
    
    ($/Sh) (2)
    
    Date
    
    ($)
    
    ($)Joseph D. Keegan, Ph.D.(4)
    
    
    47,500
    
    
    
    8.44
    %
    
    
    15.85
    
    
    
    02/10/13
    
    
    
    473,479
    
    
    
    1,199,888Timothy A. Harkness(4)
    
    
    32,500
    
    
    
    5.77
    %
    
    
    15.85
    
    
    
    02/10/13
    
    
    
    323,959
    
    
    
    820,976John S. Senaldi(4)
    
    
    27,500
    
    
    
    4.89
    %
    
    
    15.85
    
    
    
    02/10/13
    
    
    
    274,119
    
    
    
    694,672Patricia C. Sharp(4)
    
    
    25,000
    
    
    
    4.44
    %
    
    
    15.85
    
    
    
    02/10/13
    
    
    
    249,199
    
    
    
    631,520Robert J. Murray(4)
    
    
    22,500
    
    
    
    4.00
    %
    
    
    15.85
    
    
    
    02/10/13
    
    
    
    224,279
    
    
    
    568,368
  (1)
    
    Based on 562,855 shares subject to options granted to employees in 2003.  (2)
    
    The exercise price is equal to 100% of the fair market value of the
common stock on the date of the grant.  (3)
    
    The potential realizable value is calculated based on the term of the
option at its time of grant (10 years) and is calculated by assuming that
the stock price on the date of grant as determined by the board of
directors appreciates at the indicated annual rate compounded annually for
the entire term of the option and that the option is exercised and sold on
the last day of its term for the appreciated price. The 5% and 10% assumed
rates of appreciation are derived from the rules of the Securities an
Exchange Commission and do not represent Molecular Devices estimate or
projection of the future common stock price.  (4)
    
    The options have a ten year term, subject to earlier termination upon
death, disability or termination of employment. Options vest at the rate
of 25% per year. 6.




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Aggregated Option Exercises in Last Fiscal Year, and
Fiscal-Year End Option Values
 Number ofSecurities
    
    Value ofUnderlying
    
    Unexercised In-the-Unexercised
    
    Money Options atOptions at FY-End
    
    FY-End ($)Shares Acquired
    
    Value
    
    (#) Exercisable/
    
    Exercisable/Name
    
    on Exercise (#)
    
    Realized ($)
    
    Unexercisable
    
    Unexercisable(1)Joseph D. Keegan, Ph.D.
    
    
    
    
    
    
    
    
    
    
    250,250/118,750
    
    
    $
    0/$149,150Timothy A. Harkness
    
    
    
    
    
    
    
    
    
    
    121,874/70,626
    
    
    $
    84,000/$102,150John S. Senaldi
    
    
    
    
    
    
    
    
    
    
    93,537/57,813
    
    
    $
    130,824/$86,350Patricia C. Sharp
    
    
    
    
    
    
    
    
    
    
    71,718/63,282
    
    
    $
    0/$78,500Robert J. Murray
    
    
    
    
    
    
    
    
    
    
    62,999/50,001
    
    
    $
    16,845/$70,650
  (1)
    
    Represents the fair market value of the underlying shares on the last day
of the fiscal year ($18.99 based on the closing sales price of the common
stock as reported on The Nasdaq Stock Market on December 31, 2003) less
the exercise price of the options multiplied by the number of shares
underlying the option. Compensation of Directors For the year 2004, each member of Molecular Devices board of directors,
other than Molecular Devices Chief Executive Officer, Dr. Keegan, will receive
$10,000 (with the exception of Molecular Devices Audit Committee Chairman, Mr.
Bowman, who will be paid $12,000) to be paid semiannually, as well as $1,500
for each board meeting attended by such director and $1,000 for each board
committee meeting attended. The total compensation paid to non employee
directors in fiscal year 2003 was $155,500. In addition, the members of the
board may be reimbursed for out-of-pocket and travel expenses incurred in
connection with attendance at board and committee meetings. During 1995, the board adopted the 1995 Non-Employee Directors Stock
Option Plan, or the Directors Plan, to provide for the automatic grant of
options to purchase shares of common stock to non-employee directors of
Molecular Devices. The maximum number of shares of common stock that may be
issued pursuant to options granted under the Directors Plan is 347,500.
Pursuant to the terms of the Directors Plan, each non-employee director is
automatically granted an option to purchase 10,000 shares of common stock on
the date of his or her election to the board. Thereafter, each non-employee
director will be granted an option to purchase an additional 4,000 shares of
common stock immediately following each annual meeting of stockholders. Outstanding options under the Directors Plan vest over a period of four
years from the date of grant in equal annual installments. The exercise price
of options granted under the Directors Plan must equal or exceed the fair
market value of the common stock on the date of grant. No option granted under
the Directors Plan may be exercised after the expiration of ten years from the
date it was granted. Options granted under the Directors Plan are generally
non transferable. The board may suspend or terminate the Directors Plan at any
time. In the event of a merger or consolidation, or a reverse merger or
reorganization in which Molecular Devices is not the surviving corporation,
options outstanding under the Directors Plan will automatically become fully
vested and will terminate if not exercised prior to such event. During the last fiscal year, Molecular Devices granted options covering
4,000 shares to each non-employee director, at an exercise price of $16.91 per
share, which was the fair market value of the common stock on the date of
grant. 7.




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##### Table of Contents



Employment, Severance and Change in Control Arrangements Chief Executive Officer Key Employee Agreement On March 11, 1998, Joseph D. Keegan, Ph.D., entered into a Key Employee
Agreement with Molecular Devices that provided for the following:  
    
    Dr. Keegan was appointed as President and Chief Executive Officer, effective March 30, 1998 (the Employment Date).
    
    The board granted Dr. Keegan options to purchase 170,000 shares of Molecular Devices common stock with an exercise price equal to the fair
market value of the common stock on the Employment Date. The Options
will vest over five years with 34,000 shares vesting on the first
anniversary of the Employment Date and 8,500 shares vesting every June
30, September 30, December 30 and March 30 thereafter. Vesting ceases
if Dr. Keegans employment terminates at any time for any reason with
the following exceptions: (1) Dr. Keegan is retained by Molecular
Devices in a post-employment consulting position, as specified, thus
providing for an additional year of vesting or (2) if Dr. Keegan is
demoted without cause, as defined in the agreement, within two years
following certain defined transactions, then vesting of the remaining
unvested options will accelerate such that Dr. Keegan will be fully
vested with respect to the options to purchase 170,000 shares of
Molecular Devices common stock.
    
    In the event Dr. Keegans employment is terminated by Molecular Devices without cause, as defined in the agreement, Molecular Devices
shall provide Dr. Keegan with a one-year consulting agreement, as
defined, and outplacement services. In April 2002, Dr. Keegan agreed to forgo the change in control severance
benefits under his Key Employee Agreement and enrolled in the Change in Control
Severance Benefit Plan, described below. In the event that the plan is amended
or terminated and, as a result, the benefits to Dr. Keegan under the plan are
reduced to the extent that such benefits would be less than those provided by
his Key Employee Agreement, then the change in control severance benefits under
his Key Employee Agreement would be restored. Chief Financial Officer Employee Agreement On July 8, 1998, Timothy A. Harkness, entered into an Employee Agreement
with Molecular Devices that provided for the following:  
    
    Mr. Harkness was appointed as Vice President of Finance and Chief Financial Officer, effective July 9, 1998 (the Employment Date).
    
    Mr. Harkness was eligible to receive options to purchase 75,000 shares of Molecular Devices common stock. The options will vest over
five years with 15,000 shares vesting on the first anniversary of the
Employment Date and 3,750 shares vesting every quarter thereafter.
    
    In the event of a change of control resulting in either termination or demotion, all of Mr. Harkness stock options and shares will become
fully vested on such date. In addition, Mr. Harkness would be granted a
one-time severance payment equal to the last 12 months compensation. In April 2002, Mr. Harkness agreed to forgo the change in control
severance benefits under his Employee Agreement and enrolled in the Change in
Control Severance Benefit Plan, described below. In the event that the plan is
amended or terminated and, as a result, the benefits to Mr. Harkness under the
plan are reduced to the extent that such benefits would be less than those
provided by his Employee Agreement, then the change in control severance
benefits under his Employee Agreement would be restored. 8.




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##### Table of Contents



Vice President Employment Agreement On July 13, 1998, John S. Senaldi, Molecular Devices former Vice
President and General Manager, IonWorks, entered into an employment agreement
with Molecular Devices. Mr. Senaldis employment with Molecular Devices
terminated on February 13, 2004. As part of the termination of Mr. Senaldis
employment, he was paid a one time severance payment of $103,500. Vice President Employment Agreement On July 25, 2000, Patricia C. Sharp, Vice President of Human Resources,
entered into an employment contract with Molecular Devices that provided for
the following:  
    
    Ms. Sharp would be eligible to receive options to purchase 47,500 shares of Molecular Devices common stock. The options would vest over
four years with 11,875 shares vesting on each anniversary of the
employment date.
    
    Ms. Sharp would be eligible to receive an aggregate of 2,500 shares of restricted common stock. The shares would be granted ratably and
quarterly over a period of two years. Molecular Devices agreed to loan
Ms. Sharp amounts required for the payment of tax obligations related
to these share grants. As of December 31, 2003, $13,659 was outstanding
under these loans, which will be forgiven over time under an employment
vesting schedule.
    
    In the event of a Change of Control, all of Ms. Sharps stock options and shares will become fully vested at such date. Change in Control Severance Benefit Plan In February 2001, the board of directors adopted a Change in Control
Severance Benefit Plan to provide certain benefits and protections to
designated executive officers who have not entered into individual severance
benefit or change in control agreements with Molecular Devices. The plan
provides that in the event of a constructive or involuntarily termination
without cause within 13 months after a Change in Control, is defined in the
plan, such terminated executive officer will receive (1) lump sum payment equal
to 12 months salary, (2) a bonus payment equal to what would have been earned
at 100% of target for the year of termination, (3) continued health insurance
benefits for 18 months, unless the executive officer obtains coverage from
another employer during that time, (4) full acceleration of vesting for all
outstanding options and (5) payment for an executive assistance program lasting
up to three months and not to exceed $7,500, provide that the executive officer
enrolls within six months following termination. If the total amount of payment
under the plan would cause the executive officer to incur golden parachute
excise tax liability in connection with the Change in Control, then the
payments will be reduced to the extent necessary to leave him or her in a
better after-tax position than if no such reduction had occurred. The plan
provides these certain benefits and protections to the following current
executive officers: Joseph D. Keegan, Ph.D., Timothy A. Harkness, Gillian M.K.
Humphries, Ph.D., Robert J. Murray, Stephen J. Oldfield, Ph.D., Thomas J.
OLenic, Patricia C. Sharp, J. Richard Sportsman, Ph.D. and Andrew T. Zander,
Ph.D. Compensation Committee Interlocks and Insider Participation As previously noted, the Compensation Committee is composed of three
non-employee directors: Mr. Anderson, Mr. Marion and Dr. Waitz. Mr. Marion
served as an interim chief executive officer of Molecular Devices between
October 1997 and March 1998. No member of the Compensation Committee is or was
formerly a permanent officer or employee of Molecular Devices. No interlocking
relationship exists between Molecular Devices board of directors or
Compensation Committee and the board of directors or compensation committee of
any other company, nor has such interlocking relationship existed in the past. 9.




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##### Table of Contents



Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Equity Compensation Plan Information The following table provides certain information with respect to all of
Molecular Devices equity compensation plans in effect as of December 31, 2003: Number of SecuritiesRemaining AvailableNumber of
    
    
    
    
    
    for Issuance underSecurities to Be
    
    
    
    
    
    EquityIssued upon
    
    Weighted-average
    
    Compensation PlansExercise of
    
    Exercise Price of
    
    (ExcludingOutstanding
    
    Outstanding
    
    SecuritiesOptions, Warrants
    
    Options, Warrants
    
    Reflected in Columnand Rights
    
    and Rights
    
    (a))(a)
    
    (b)
    
    (c)Plan CategoryEquity compensation plans approved
by security holders:1995 Stock Option Plan
    
    
    2,507,668
    
    
    $
    27.22
    
    
    
    953,5831995 Non-Employee Directors
Stock Option Plan
    
    
    305,000
    
    
    $
    14.82
    
    
    
    90,5001995 Employee Stock Purchase Plan
    
    
    N/A
    
    
    
    N/A
    
    
    
    146,798Equity compensation plan not
approved by security holders:(1)2001 Stock Option Plan
    
    
    61,600
    
    
    $
    16.37
    
    
    
    38,400Total
    
    
    2,874,268
    
    
    $
    25.68
    
    
    
    1,229,281
  (1)
    
    The table does not include information with respect to shares subject to
outstanding options granted under equity compensation plans assumed by
Molecular Devices in connection with the acquisition of LJL BioSystems,
Inc. in August 2000. As of December 31, 2003, a total of 86,766 shares of
Molecular Devices common stock were issuable upon the exercise of
outstanding options granted by LJL BioSystems under those assumed plans.
The weighted average exercise price of those outstanding options is
$21.27. No additional options have been or may be granted by Molecular
Devices under those assumed plans. 2001 Stock Option Plan Molecular Devices 2001 Stock Option Plan, or the 2001 Plan, was adopted
by the board in July 2001 without the approval of Molecular Devices security
holders. An aggregate of 100,000 shares of Molecular Devices common stock have
been reserved for issuance under the 2001 Plan. As of December 31, 2003,
options to purchase 61,600 shares of common stock were outstanding under the
2001 Plan and 38,400 shares remained available for grant. The 2001 Plan
provides for the grant of nonstatutory stock options only to employees who, at
the time of grant, are working or residing outside of the United States and are
not officers or directors of Molecular Devices. The exercise price of
nonstatutory stock options granted under the 2001 Plan may not be less than 85%
of the fair market value of a share of Molecular Devices common stock on the
date of grant. All stock options have a maximum term of twelve years and
typically vest over a four-year period. Options may be exercised prior to
vesting, subject to repurchase rights in favor of Molecular Devices that expire
over the vesting period. The board has the power to effect, at any time and
from time to time, with the consent of any adversely affected optionee, (1) the
cancellation of any outstanding option under the 2001 Plan and the grant in
substitution therefore, more than 6 10.




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##### Table of Contents



months after the date of cancellation, of a new option under the 2001 Plan
covering the same or a different number of shares or (2) any other similar
action that is not treated as a repricing under generally accepted accounting
principles. The board at any time, and from time to time, may amend the 2001
Plan, provided that the rights of an optionholder under the plan cannot be
impaired without the optionholders consent. Certain amendments require
stockholder approval, if necessary for the 2001 Plan to satisfy Nasdaq or other
securities exchange listing requirements. In the event of: (1) a dissolution,
liquidation or sale of substantially all of the assets of Molecular Devices,
(2) a merger or consolidation in which Molecular Devices is not the surviving
corporation or (3) a reverse merger in which Molecular Devices is the surviving
corporation but the shares of Molecular Devices common stock outstanding
immediately preceding the merger are converted by virtue of the merger into
other property, whether in the form of securities, cash or otherwise, then to
the extent permitted by applicable law, any surviving corporation shall either
assume the options or shall substitute similar options for those outstanding
under the 2001 Plan, or such options shall terminate to the extent not
exercised prior to such event; provided however, that at the discretion of the
board, the options may be accelerated prior to such event. 11.




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##### Table of Contents



SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information regarding the ownership
of Molecular Devices common stock as of February 15, 2004 by: (1) each nominee
for director, (2) each of the executive officers named in the Summary
Compensation Table; (3) all executive officers and directors of Molecular
Devices a group; and (4) all those known by Molecular Devices to be beneficial
owners of more than five percent of its common stock. Beneficial Ownership(l)Number of
    
    Percent ofShares
    
    ClassBrown Capital Management, Inc.(2)
    
    
    2,116,150
    
    
    
    14.3
    %1201 North Calvert Street
Baltimore, Maryland 21202Lord, Abbett & Co
    
    
    1,579,001
    
    
    
    10.6
    %90 Hudson Street
Jersey City, New Jersey 07302Kopp Investment Advisors, LLC(3)
    
    
    1,016,698
    
    
    
    6.9
    %7701 France Avenue South, Suite 500
Edina, Minnesota 55435OrbiMed Advisors LLC(4)
    
    
    971,300
    
    
    
    6.5
    %767 Third Avenue, 30th Floor
New York, New York 10017Wellington Management Company, LLP(5)
    
    
    955,300
    
    
    
    6.4
    %75 State Street
Boston, Massachusetts 02109Wasatch
Advisors, Inc.
    
    
    806,122
    
    
    
    5.4
    %68 South Main
Salt Lake City, Utah 84101Moshe H. Alafi(6)
    
    
    345,040
    
    
    
    2.3
    %Joseph D. Keegan, Ph.D.(7)
    
    
    298,743
    
    
    
    2.0
    %Harden M. McConnell, Ph.D.(8)
    
    
    271,500
    
    
    
    1.8
    %A. Blaine Bowman(9)
    
    
    157,166
    
    
    
    1.0
    %Timothy A. Harkness(10)
    
    
    149,783
    
    
    
    1.0
    %John S.
Senaldi(11)
    
    
    115,383
    
    
    
    *Robert J. Murray(12)
    
    
    106,935
    
    
    
    *David L. Anderson(13)
    
    
    65,907
    
    
    
    *Patricia C. Sharp(14)
    
    
    87,387
    
    
    
    *Paul Goddard, Ph.D.(15)
    
    
    39,000
    
    
    
    *J. Allan Waitz, Ph.D.(16)
    
    
    29,000
    
    
    
    *André F. Marion(17)
    
    
    23,500
    
    
    
    *All directors and executive officers as a group (16 persons) (18)
    
    
    1,851,855
    
    
    
    11.6
    %
   *
    
    Less than one percent 12.




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##### Table of Contents



(1)
    
    This table is based upon information supplied by officers,
directors and principal stockholders and Schedules 13G filed with the
Securities and Exchange Commission. Schedule 13G provides information
as to beneficial ownership only as of December 31, 2003, and,
consequently, the beneficial ownership of Molecular Devices principal
stockholders may have changed between December 31, 2003 and February
15, 2004. Unless otherwise indicated in the footnotes to this table and
subject to community property laws where applicable, Molecular Devices
believes that each of the stockholders named in this table has sole
voting and investment power with respect to the shares indicated as
beneficially owned. Applicable percentages are based on 14,838,166
shares outstanding on February 15, 2004, adjusted as required by rules
promulgated by Securities and Exchange Commission.(2)
    
    Brown Capital Management, Inc., or BCM, has sole dispositive power
over such shares and has sole voting power over 823,800 of such shares.
BCM is deemed to be a beneficial owner of such shares due to its
discretionary power to make investment decisions over such shares for
its investment advisory clients and its ability to vote such shares.(3)
    
    Kopp Investment Advisors, LLC, or KIA, in its role as a registered
investment advisor, has sole voting power over 825,489 of such shares,
has sole dispositive power over 170,000 of such shares, and has shared
dispositive power over 846,698 of such shares. As such, KIA may be
deemed to beneficially own such shares. KIA is wholly-owned by Kopp
Holding Company, LLC, which is controlled by LeRoy C. Kopp through Kopp
Holding Company. Accordingly, Kopp Holding Company, LLC, Kopp Holding
Company and Mr. Kopp may also be deemed to beneficially own such
shares.(4)
    
    OrbiMed Advisors LLC, OrbiMed Capital LLC and Samuel D. Isaly, in
their roles as investment advisors, have shared voting and dispositive
power over such shares. Samuel D. Isaly is the managing member of
OrbiMed Advisors LLC and OrbiMed Capital LLC. As such, each of OrbiMed
Advisors LLC, OrbiMed Capital LLC and Mr. Isaly have shared voting and
dispositive power over such shares, and, accordingly, may be deemed to
beneficially own such shares.(5)
    
    Wellington Management Company, LLP, in its role as an investment
advisor, has shared voting power over 596,600 of such shares and
dispositive power over such shares and, as such, may be deemed to
beneficially own such shares.(6)
    
    Includes 306,040 shares beneficially owned by Alafi Capital
Company, of which Mr. Alafi, a director of Molecular Devices, is a
general partner, and 39,000 shares that may be acquired within 60 days
after February 15, 2004 pursuant to outstanding stock options.(7)
    
    Includes 5,766 shares held by the Keegan 1990 Revocable Trust UAD
4/27/90, of which Dr. Keegan is a trustee, and includes 292,125 shares
that may be acquired within 60 days after February 15, 2004 pursuant to
outstanding stock options.(8)
    
    Includes 217,400 shares held by the Harden M. McConnell and Sophia
G. McConnell Trust, of which Dr. McConnell is a co-trustee, includes
11,200 shares held by the Jane McConnell 1999 Irrevocable Trust U/A DTD
12/21/99, of which Dr. McConnell is a co-trustee, includes 11,200
shares held by the Trevor McConnell 1999 Irrevocable Trust U/A DTD
12/21/99, of which Dr. McConnell is a co-trustee, includes 9,200 shares
held by the Hunter McConnell Irrevocable Trust U/A DTD 12/21/99, of
which Dr. McConnell is a co-trustee, and 22,500 shares that may be
acquired within 60 days after February 15, 2004 pursuant to outstanding
stock options.(9)
    
    Includes 88,166 shares beneficially owned by Dionex Corporation, of
which Mr. Bowman is Chairman of the board, and 29,000 shares that may
be acquired within 60 days after February 15, 2004 pursuant to
outstanding stock options. Mr. Bowman disclaims beneficial ownership
of the shares held by Dionex Corporation within the meaning of Rule
13d-3 under the Exchange Act.(10)
    
    Includes 144,062 shares that may be acquired within 60 days after
February 15, 2004 pursuant to outstanding stock options. 13.




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##### Table of Contents



(11)
    
    Includes 110,100 shares that may be acquired within 60 days after
February 15, 2004 pursuant to outstanding stock options. Mr. Senaldis
employment with Molecular Devices terminated on February 13, 2004.(12)
    
    Includes 78,937 shares that may be acquired within 60 days after
February 15, 2004 pursuant to outstanding stock options.(13)
    
    Includes 26,907 shares held by the Anderson Living Trust UAD
1/22/98, of which Mr. Anderson is a trustee, and includes 39,000 shares
that may be acquired within 60 days after February 15, 2004 pursuant to
outstanding stock options. Mr. Anderson disclaims beneficial ownership
of the shares held by the Anderson Living Trust UAD 1/22/98 within the
meaning of Rule 13d-3 under the Exchange Act.(14)
    
    Includes 84,062 shares that may be acquired within 60 days after
February 15, 2004 pursuant to outstanding stock options.(15)
    
    Consists solely of shares that may be acquired within 60 days after
February 15, 2004 pursuant to outstanding stock options.(16)
    
    Consists solely of shares that may be acquired within 60 days after
February 15, 2004 pursuant to outstanding stock options.(17)
    
    Consists solely of shares that may be acquired within 60 days after
February 15, 2004 pursuant to outstanding stock options.(18)
    
    Includes 676,453 shares held by entities affiliated with certain
directors and officers and 1,091,741 shares that certain directors and
officers have the right to acquire within 60 days after February 15,
2004 pursuant to outstanding stock options. Does not include Mr.
Senaldis shares and shares that may be acquired within 60 days after
February 15, 2004 pursuant to outstanding stock options due to the
termination of his employment with Molecular Devices on February 13,
2004. 
 Item 13. Certain Relationships and Related Transactions. The Company has entered into employment agreements and other agreements
with certain of its executive officers. See Executive Compensation 
Employment, Severance and Change in Control Arrangements under Part III, Item
12 of this Annual Report, as amended. The Company has entered into indemnity agreements with certain officers
and directors which provide, among other things, that the Company will
indemnify such officer or director, under the circumstances and to the extent
provided for therein, for expenses, damages, judgments, fines and settlements
he or she may be required to pay in actions or proceedings to which he or she
is or may be made a party by reason of his or her position as a director,
officer or other agent of the Company, and otherwise to the fullest extent
permitted under Delaware law and the Companys bylaws. 
 Item 14. Principal Accountant Fees and Services. Disclosure of Auditor Fees In addition to retaining Ernst & Young LLP, Molecular Devices independent
auditors, to audit the consolidated financial statements for the fiscal year
ended December 31, 2003, Molecular Devices and its subsidiaries retained Ernst
& Young LLP to provide other services and expect to continue to do so in the
future. The aggregate fees incurred for professional services rendered by Ernst
& Young LLP relating to the fiscal years ending December 31, 2003 and December
31, 2002, respectively, were: 14.




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##### Table of Contents



Fiscal Year Ended December31,2003
    
    2002Audit Fees
    
    $
    260,000
    
    
    $
    370,000Audit-Related Fees
    
    
    229,000
    
    
    
    366,000Tax Fees
    
    
    199,000
    
    
    
    328,000All Other Fees
    
    
    
    
    
    
    TOTAL
    
    $
    688,000
    
    
    $
    1,064,000
 Audit Fees: Consists of fees billed for professional services rendered for
the audit of Molecular Devices consolidated financial statements and review of
the interim financial statements included in quarterly reports and services
that are normally provided by Ernst & Young LLP in connection with statutory
and regulatory filings or engagements. Audit-Related Fees: Consists of fees billed for assurance and related
services that are reasonably related to the performance of the audit or review
of Molecular Devices financial statements and are not reported, under Audit
Fees.During each of the fiscal years ended December 31, 2003 and 2002, these
services included assurance and related services associated with potential and
completed business development transactions, as well as audits of Molecular
Devices 401 (k) plan. Tax Fees: Consists of fees billed for professional services for tax
compliance, tax advice and tax planning. During each of the fiscal years ended
December 31, 2003 and 2002, these services included tax compliance services,
preparation of income tax returns and international tax advice and planning
services. All Other Fees. During each of the fiscal years ended December 31, 2003
and 2002, no fees were billed by Ernst & Young LLP other than as set forth
under Audit Fees, Audit Related Fees and Tax Fees above. Pre Approval of Audit and Non-Audit Services The Audit Committee of Molecular Devices pre-approves all audit and
permissible non-audit services provided by its independent auditors. These
services may include audit services, audit-related services, tax services and
other services. For fiscal year 2003, the Audit Committee pre-approved an
amount for tax consultation fees provided by Ernst & Young LLP of up to $50,000
for which the Audit Committee was not required to pre-approve the specific
scope of services. The Audit Committee specifically pre-approves the engagement
of Molecular Devices independent auditors to render any audit or permissible
non-audit services in excess of the pre-approved $50,000 of services. The
Chairman of the Audit Committee is authorized to pre-approve any services, and
the Audit Committee is advised at its next meeting of any services pre-approved
by the Chairman. The Audit Committee has determined that the rendering of all non-audit
services by Ernst & Young LLP is compatible with maintaining the auditors
independence. 15.




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SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report on Form 10-K/A
to be signed on its behalf by the undersigned, thereunto duly authorized on
April 29, 2004. MOLECULAR DEVICES CORPORATIONBy:
    /s/ Joseph D. Keegan, Ph.D.Joseph D. Keegan, Ph.D.President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned hereby
constitutes and appoints Joseph D. Keegan, Ph.D. and Timothy A. Harkness,
jointly and severally, as his true and lawful attorneys-in-fact and agents,
each with full power of substitution and resubstitution, for him and on his
behalf to sign, execute and file this report, and any or all amendments to this
report, and to file the same, with all exhibits thereto and any and all
documents required to be filed with respect therewith, with the Securities and
Exchange Commission or any regulatory authority, granting unto such
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in connection
therewith and about the premises in order to effectuate the same as fully to
all intents and purposes as he might or could do if personally present, hereby
ratifying and confirming all that such attorneys-in-fact and agents, or his or
her substitute or substitutes, may lawfully do or cause to be done. Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated. SIGNATURE
    
    TITLE
    
    DATE/s/ Joseph D. Keegan
Joseph D. Keegan, Ph.D.
    
    President, Chief Executive Officer and
Director
(Principal Executive Officer)
    
    April 29, 2004/s/ Timothy A. Harkness
Timothy A. Harkness
    
    Vice President, Finance and Chief
Financial
Officer (Principal Financial and
Accounting Officer)
    
    April 29, 2004/s/ Moshe H. Alafi
Moshe H. Alafi
    
    Director
    
    April 29, 2004/s/ David L. Anderson
David L. Anderson
    
    Director
    
    April 29, 2004/s/ A. Blaine Bowman
A. Blaine Bowman
    
    Director
    
    April 29, 2004




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##### Table of Contents



SIGNATURE
    
    TITLE
    
    DATE/s/ Paul Goddard
Paul Goddard, Ph.D.
    
    Director
    
    April 29, 2004/s/ André F. Marion
André F. Marion
    
    Director
    
    April 29, 2004/s/ Harden M. McConnell
Harden M. McConnell, Ph.D.
    
    Director
    
    April 29, 2004/s/ J. Allan Waitz
J. Allan Waitz, Ph.D.
    
    Director
    
    April 29, 2004




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EXHIBITNUMBER
    
    DESCRIPTION OF DOCUMENT2.1(1)
    
    Form of Agreement and Plan of Merger between the Registrant and Molecular
Devices Corporation, a California Corporation2.2(2)
    
    Stock and Asset Purchase Agreement, dated as of May 17, 1999, among Molecular
Devices Corporation, a Delaware corporation, Helge Skare, Wiel Skare, Steinar
Faanes and Sten Skare, each an individual resident in Norway, Skatron
Instruments AS, a Norwegian company, and Skatron Instruments, Inc., a Virginia
corporation2.4(5)
    
    Agreement and Plan of Merger and Reorganization dated as of June 7, 2000 by and
among Molecular Devices Corporation, Mercury Acquisition Sub, Inc. and LJL
BioSystems, Inc.2.5(11)
    
    Stock Purchase Agreement dated as of November 14, 2000 by and among JCR
Pharmaceuticals, K.K. and Molecular Devices Corporation2.6(12)
    
    Stock Purchase Agreement dated as of July 6, 2001 by and among Molecular
Devices, Cytion S.A., Jean-Pierre Rosat (as agent for the stockholders of
Cytion) and each of the stockholders of Cytion2.7(13)
    
    Stock Purchase Agreement dated as of June 1, 2002 by and among Molecular
Devices, Universal Imaging Corporation, Theodore Inoue (as agent for the
stockholders of Universal Imaging Corporation) and each of the stockholders of
Universal Imaging Corporation3.1(1)
    
    Amended and Restated Certificate of Incorporation of Registrant3.2(1)
    
    Bylaws of the Registrant3.3(8)
    
    Certificate of Amendment to Certificate of Incorporation4.1(1)
    
    Specimen Certificate of Common Stock of Registrant10.1(1)*
    
    1988 Stock Option Plan10.2(1)*
    
    Form of Incentive Stock Option under the 1988 Stock Option Plan10.3(1)*
    
    Form of Supplemental Stock Option under the 1988 Stock Option Plan10.4(8)*
    
    1995 Employee Stock Purchase Plan10.6(1)*
    
    Form of Nonstatutory Stock Option under the 1995 Non-Employee Directors Stock
Option Plan10.8(1)*
    
    Form of Incentive Stock Option under the 1995 Stock Option Plan10.9(1)*
    
    Form of Nonstatutory Stock Option under the 1995 Stock Option Plan10.10(1)*
    
    Form of Early Exercise Stock Purchase Agreement under the 1995 Stock Option Plan




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##### Table of Contents



EXHIBITNUMBER
    
    DESCRIPTION OF DOCUMENT10.11(1)*
    
    Form of Indemnity Agreement between the Registrant and its Directors and
Executive Officers10.19(2)*
    
    Key Employee Agreement for Joseph D. Keegan, Ph.D., dated March 11, 1998, as
amended10.20(3)
    
    Exclusive License and Technical Support Agreement dated August 28, 1998 by and
between the Registrant and Affymax10.21(3)*
    
    Employee Offer Letter for Tim Harkness10.23(3)*
    
    Employee Offer Letter for John Senaldi10.24(4)*
    
    1995 Non-Employee Directors Stock Option Plan, as amended10.25(14)*
    
    1995 Stock Option Plan, as amended10.26(6)*
    
    Employee Offer Letter for Patricia Sharp10.27(7)*
    
    LJL BioSystems 1994 Equity Incentive Plan and Forms of Agreements10.28(7)*
    
    LJL BioSystems 1997 Stock Plan and Forms of Agreements10.29(7)*
    
    LJL BioSystems 1998 Directors Stock Option Plan and Forms of Agreements10.33(9)
    
    Lease Agreement dated May 26, 2000 by and between Aetna Life Insurance Company
and the Registrant10.34(10)*
    
    Change in Control Severance Benefit Plan10.35(12)
    
    Rights Agreement, dated October 25, 2001, among the Registrant and EquiServe
Trust Company, N.A.10.36(8)*
    
    Key Employee Agreement for Stephen Oldfield10.37(8)*
    
    Key Employee Agreement for Tom OLenic10.38(14)*
    
    2001 Stock Option Plan10.39(14)
    
    Lease dated May 28, 2002 by and between The Irvine Company and the Registrant10.40(14)*
    
    Letter Agreement dated April 11, 2002 by and between the Registrant and Joseph
D. Keegan, Ph.D.10.41(14)*
    
    Letter Agreement dated April 11, 2002 by and between the Registrant and Timothy
A. Harkness10.42(14)*
    
    Letter Agreement dated April 11, 2002 by and between the Registrant and John S.
Senaldi




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##### Table of Contents



EXHIBITNUMBER
    
    DESCRIPTION OF DOCUMENT21.1
    
    Subsidiaries of the Registrant (Previously filed)23.1
    
    Consent of Ernst & Young LLP, Independent Auditors (Previously filed)24.1
    
    Power of Attorney (included in signature page)31.1
    
    Certification required by Rule 13a-14(a) or Rule 15d-14(a) (Previously filed)31.2
    
    Certification required by Rule 13a-14(a) or Rule 15d-14(a) (Previously filed)31.3
    
    Certification required by Rule 13a-14(a) or Rule 15d-14(a)31.4
    
    Certification required by Rule 13a-14(a) or Rule 15d-14(a)32.1
    
    Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of
Chapter 63 of Title 18 of the United States Code (18 U.S.C 1350) (Previously
filed)
  (1)
    
    Incorporated by reference to the similarly described exhibit in our Registration Statement on Form S-1 (File No.
33-98926), as amended.(2)
    
    Incorporated by reference to the similarly described exhibit in our Form 10-Q Quarterly Report dated June 30,
1998, and filed August 13, 1998.(3)
    
    Incorporated by reference to the similarly described exhibit in our Form 10-Q Quarterly Report dated September
30, 1998, and filed November 13, 1998.(4)
    
    Incorporated by reference to the similarly described exhibit in our Registration Statement on Form S-8 (File No.
333-86159), as amended.(5)
    
    Incorporated by reference to the similarly described exhibit in our Current Report on Form 8-K filed June 12,
2000.(6)
    
    Incorporated by reference to the similarly described exhibit in our Form 10-Q Quarterly Report dated September
30, 2000 and filed on November 13, 2000.(7)
    
    Incorporated by reference to the similarly described exhibit filed with LJL BioSystems Registration Statement on
Form S-1 (File No. 333-43529) declared effective on March 12, 1998.(8)
    
    Incorporated by reference to the similarly described exhibit in our Form 10-K Annual Report dated December 31,
2001 and filed on April 1, 2002.(9)
    
    Incorporated by reference to the similarly described exhibit in our Form 10-K Annual Report dated December 31,
2000 and filed on March 30, 2001.(10)
    
    Incorporated by reference to the similarly described exhibit in our Form 10-Q Quarterly Report dated March 31,
2001 and filed on May 11, 2001.(11)
    
    Incorporated by reference to the similarly described exhibit in our Form 10-Q Quarterly Report dated June 30,
2001 and filed on August 14, 2001.




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##### Table of Contents



(12)
    
    Incorporated by reference to the similarly described exhibit in our Current Report on Form 8-K filed October 30,
2001.(13)
    
    Incorporated by reference to the similarly described exhibit in our Current Report on Form 8-K filed on June 12,
2002.(14)
    
    Incorporated by reference to the similarly described exhibit in our Form 10-K Annual Report dated December 31,
2002 and filed on March 27, 2003.*
    
    Management contract or compensatory plan or arrangement.