-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Iy3ZeUt/abo6FCtJDfz/iMXg9ZxmFUpUqfI3a4m8LjjEe14XXPQvaKmLvb/dO8ve Im0gIzSYOGX4firHB5kVgA== 0000891618-99-001211.txt : 19990330 0000891618-99-001211.hdr.sgml : 19990330 ACCESSION NUMBER: 0000891618-99-001211 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CERUS CORP CENTRAL INDEX KEY: 0001020214 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 680262011 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-72185 FILM NUMBER: 99576244 BUSINESS ADDRESS: STREET 1: 2525 STANWELL DRIVE SUITE 300 CITY: CONCORD STATE: CA ZIP: 94520 BUSINESS PHONE: 5106039071 MAIL ADDRESS: STREET 1: 2525 STANWELL DRIVE STREET 2: STE 300 CITY: CONCORD STATE: CA ZIP: 94520 FORMER COMPANY: FORMER CONFORMED NAME: CERUS TECHNOLOGIES INC DATE OF NAME CHANGE: 19960731 S-3/A 1 AMENDMENT NO. 2 TO FORM S-3 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 29, 1999 REGISTRATION NO. 333-72185 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 2 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ CERUS CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 68-0262011 (STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
2525 STANWELL DRIVE, SUITE 300 CONCORD, CA 94520 (925) 603-9071 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) STEPHEN T. ISAACS PRESIDENT AND CHIEF EXECUTIVE OFFICER CERUS CORPORATION 2525 STANWELL DRIVE, SUITE 300 CONCORD, CA 94520 (925) 603-9071 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) COPIES TO: ALAN C. MENDELSON, ESQ. DAVID J. SEGRE, ESQ. HOWARD G. ERVIN, ESQ. WILSON SONSINI GOODRICH & ROSATI ANDREA VACHSS, ESQ. PROFESSIONAL CORPORATION COOLEY GODWARD LLP 650 PAGE MILL ROAD ONE MARITIME PLAZA, 20TH FLOOR PALO ALTO, CA 94306 SAN FRANCISCO, CA 94111 (650) 493-9300 (415) 693-2000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [ ] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. The exhibits listed in the Exhibit Index are filed as part of this Registration Statement. (a) EXHIBITS.
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 1.1* Form of Underwriting Agreement. 3.1* Amended and Restated Certificate of Incorporation(1). 3.2* Bylaws(1). 5.1* Opinion of Cooley Godward LLP. 23.1 Consent of Ernst & Young LLP, Independent Auditors. 23.2 Consent of Cooley Godward LLP (Reference is made to Exhibit 5.1). 24.1* Power of Attorney. 27* Financial Data Schedule.
- --------------- * Previously filed. (1) Filed as an exhibit to Cerus' Registration Statement on Form S-1 (No. 333-11341) and incorporated by reference herein. (b) FINANCIAL STATEMENT SCHEDULES. Schedules are omitted because they are not required, they are not applicable or the information is already included in the financial statements or the notes thereto. II-1 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Concord, State of California, on the 29th day of March, 1999. CERUS CORPORATION By: /s/ STEPHEN T. ISAACS ------------------------------------ Stephen T. Isaacs President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ STEPHEN T. ISAACS President, Chief Executive Officer and March 29, 1999 - --------------------------------------------- Director (Principal Executive Officer) Stephen T. Isaacs * Chief Financial Officer and Vice March 29, 1999 - --------------------------------------------- President, Finance (Principal Robert E. Miller Financial and Accounting Officer) * Director March 29, 1999 - --------------------------------------------- B.J. Cassin * Director March 29, 1999 - --------------------------------------------- John E. Hearst * Director March 29, 1999 - --------------------------------------------- Peter H. McNerney * Director March 29, 1999 - --------------------------------------------- Dale A. Smith * Director March 29, 1999 - --------------------------------------------- Henry E. Stickney *By: /s/ STEPHEN T. ISAACS --------------------------------------- Stephen T. Isaacs Attorney-in-fact
II-2 4 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 23.1 Consent of Ernst & Young LLP, Independent Auditors.
EX-23.1 2 CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in Amendment No. 2 to the Registration Statement (Form S-3 No. 333-72185) and related Prospectus of Cerus Corporation for the registration of shares of its common stock and to the use of our report dated January 22, 1999, except for Note 2 as to which the date is January 30, 1999 and Note 5, as to which the date is March 3, 1999, with respect to the financial statements of Cerus Corporation included and incorporated by reference herein. /s/ ERNST & YOUNG LLP Walnut Creek, California March 24, 1999 -----END PRIVACY-ENHANCED MESSAGE-----