-----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, V4CNTBLEQcpTTAS0NJkkF+HWwUZgyaeyHJfZkY6T84UrbL5hp21s5+xkwmwbzwVf t0PLrFamyyUNhKkEeGx0Jg== 0001206212-05-000051.txt : 20050224 0001206212-05-000051.hdr.sgml : 20050224 20050223211548 ACCESSION NUMBER: 0001206212-05-000051 CONFORMED SUBMISSION TYPE: F-10/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050224 DATE AS OF CHANGE: 20050223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEUROCHEM INC CENTRAL INDEX KEY: 0001259942 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: F-10/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-122965 FILM NUMBER: 05635665 BUSINESS ADDRESS: STREET 1: 275 ARMAND-FRAPPIER BLVD. CITY: LAVAL STATE: A8 ZIP: H7V 4A7 BUSINESS PHONE: 450-680-4500 MAIL ADDRESS: STREET 1: 275 ARMAND-FRAPPIER BLVD. CITY: LAVAL STATE: A8 ZIP: H7V 4A7 F-10/A 1 m15716a1fv10za.txt FORM F-10/A AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 23, 2005 REGISTRATION NO. 333-122965 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------- AMENDMENT NO. 1 TO FORM F-10 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------- NEUROCHEM INC. (Exact name of Registrant as specified in its charter) ----------------------- Canada 2834 Not Applicable (Province or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.)
275 Armand-Frappier Boulevard Laval, Quebec H7V 4A7, Canada (450) 680-4580 (Address and telephone number of Registrant's principal executive offices) ----------------------- CT Corporation System 111 Eighth Avenue, 13th Floor New York, New York 10011 (212) 894-8400 (Name, address (including zip code) and telephone number (including area code) of agent for service in the United States) ----------------------- Copies to: Richard Cherney, Esq. David Skinner Donald J. Murray, Esq. Davies Ward Phillips & Vineberg LLP Neurochem Inc. Dewey Ballantine LLP 1501, avenue McGill College 275 Armand-Frappier Boulevard 1301 Avenue of the Americas Montreal, Quebec H3A 3N9, Canada Laval, Quebec H7V 4A7, Canada New York, NY 10019 (514) 841-6400 (450) 680-4580 (212) 259-8000 Renaud Coulombe, Esq. Guy P. Lander, Esq. Ogilvy Renault Davies Ward Phillips & Vineberg LLP 1981 McGill College Avenue, Suite 1100 625 Madison Avenue Montreal, Quebec H3A 3C1, Canada New York, NY 10022 (514) 847-4604 (212) 588-5511
----------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. Province of Quebec, Canada (Principal jurisdiction regulating this offering) It is proposed that this filing shall become effective (check appropriate box): A. [ ] Upon filing with the Commission, pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and Canada) B. [X] At some future date (check the appropriate box below) 1. [ ] pursuant to Rule 467(b) on ( ) at ( ) (designate a time not sooner than 7 calendar days after filing). 2. [ ] pursuant to Rule 467(b) on ( ) at ( ) (designate at time 7 calendar days or sooner after filing) because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on ( ). 3. [ ] pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the Registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto. 4. [X] after the filing of the next amendment to this Form (if preliminary material is being filed). If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction's shelf prospectus offering procedures, check the following box. [ ] CALCULATION OF REGISTRATION FEE
======================================================================================================================== Title of Each Class of Proposed Maximum Proposed Maximum Amount of Securities to be Amount to be Offering Price Aggregate Registration Registered Registered(1) Per Unit(2) Offering Price Fee - ------------------------------------------------------------------------------------------------------------------------ Common Shares 4,600,000 $18.86 86,756,000 $10,211.18 ========================================================================================================================
(1) Includes shares of common stock which may be purchased by the underwriters to cover over-allotments, if any. (2) Estimated solely for the purpose of calculating the amount of the registration fee. --------------------------- The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registration Statement shall become effective as provided in Rule 467 under the Securities Act of 1933 or on such date as the Commission, acting pursuant to Section 8(a) of the Act, may determine. ================================================================================ 2 EXPLANATORY NOTE The purpose of this Amendment No. 1 to the Form F-10 Registration Statement is to insert with the other signature pages the signature page for the Board of Directors which had been placed in Exhibit 10 (Power of Attorney). Accordingly, this Amendment consists only of the facing page, this Explanatory Note and Parts II and III of the Registration Statement. 3 PART II INFORMATION NOT REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS Indemnification Under the Canada Business Corporations Act, the Registrant may indemnify a director or officer of the Registrant, a former director or officer of the Registrant or another individual who acts or acted at the Registrant's request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Registrant or other entity. The Registrant may not indemnify an individual unless the individual (i) acted honestly and in good faith with a view to the best interests of the Registrant or, as the case may be, in the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the Registrant's request, (ii) and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that his or her conduct was lawful. Such indemnification may be made in connection with an action by or on behalf of the Registrant or other entity to procure a judgment in its favour only with court approval. A director or officer is entitled to indemnification from the Registrant as a matter of right if he or she was not judged by the Court or other competent authority to have committed any fault or omitted to do anything that he or she ought to have done and fulfilled the conditions set forth above. The Registrant may advance moneys to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to above. The individual shall repay the moneys if he or she does not fulfill the conditions set forth above to qualify for indemnification. In accordance with provisions of the Canada Business Corporations Act described above, the by-laws of the Registrant provide that the Registrant shall, unless its board of directors otherwise determines in any particular case, indemnify a director or officer of the Registrant, a former director or officer of the Registrant, or another individual who acts or acted at the Registrant's request as a director or officer or an individual acting in a similar capacity, of another entity, to the maximum extent not prohibited by the Canada Business Corporations Act. The Registrant maintains directors' and officers' liability insurance that provides coverage for losses as a result of claims against directors and officers of the Registrant and former directors and officers of the Registrant in their capacities as directors or officers of the Registrant. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is therefore unenforceable. 4 EXHIBIT INDEX Exhibit No. Description - ----------- ---------------------------------------------------- 3.** Form of Underwriting Agreement 4.1** The audited consolidated balance sheets of the Registrant as at December 31, 2004 and 2003 and the consolidated statements of operations, deficit and cash flows for the year ended December 31, 2004, the six-month period ended December 31, 2003, the year ended June 30, 2003 and for the period from inception (June 17, 1993) to December 31, 2004, together with the auditors' report thereon, the notes thereto and Management's discussion and analysis of financial condition and results of operations in respect of the year ended December 31, 2004, December 31, 2003 and June 30, 2003 4.2** The annual information form of the Registrant dated May 12, 2004 for the six-month period ended December 31, 2003 4.3** The management proxy circular of the Registrant dated April 6, 2004 4.4** The material change report of the Registrant dated January 27, 2005 5. Consent of KPMG LLP 6.* Consent of Davies Ward Phillips & Vineberg LLP 7.* Consent of Davies Ward Phillips & Vineberg LLP (New York) 8.* Consent of Ogilvy Renault LLP 10.** Power of Attorney - ---------- *To be filed by amendment. **Previously filed. 5 PART III UNDERTAKING AND CONSENT TO SERVICE OF PROCESS ITEM 1. UNDERTAKING The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission Staff, and to furnish promptly, when requested to do so by the Commission Staff, information relating to the securities registered pursuant to Form F-10 or to transactions in said securities. ITEM 2. CONSENT TO SERVICE OF PROCESS Concurrently with the filing of this Form F-10, the Registrant is filing with the Commission a written irrevocable consent and power of attorney on Form F-X. 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-10 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Laval, Province of Quebec, Country of Canada, on this 23rd day of February, 2005. NEUROCHEM INC. By: * ----------------------------------------------------------- Name: Francesco Bellini, Ph.D. Title: Chairman of the Board, President and Chief Executive Officer Pursuant to the requirements of the Securities Act, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on this 23rd day of February, 2005. Name Title * - ------------------------------------ Chairman, President, Chief Executive Francesco Bellini, Ph.D. Officer and Director (Principal Executive Officer) * - ------------------------------------ Vice President, Finance and Chief Mariano Rodriguez Financial Officer (Principal Financial and Accounting Officer) * - ------------------------------------ Director Colin Bier, Ph.D. * - ------------------------------------ Director Jean-Guy Desjardins * - ------------------------------------ Director Peter Kruyt * - ------------------------------------ Director Francois Legault * - ------------------------------------ Director Dr. Frederick H. Lowy * - ------------------------------------ Director John Molloy * - ------------------------------------ Director Ronald M. Nordmann * - ------------------------------------ Director Graeme K. Rutledge * - ------------------------------------ Director Dr. Emil Skamene By: /s/ DAVID SKINNER -------------------------------- David Skinner Attorney-in-fact 7 AUTHORIZED REPRESENTATIVE Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the authorized representative has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, solely in its capacity as the duly authorized representative of Neurochem Inc. in the United States, in the State of New Jersey, Country of the United States of America, on the 23rd day of February, 2005. By: * -------------------------------------------------------------- Name: Ronald M. Nordmann By: /s/ DAVID SKINNER -------------------------------- David Skinner Attorney-in-fact 8 EXHIBIT INDEX Exhibit No. Description - ----------- ----------------------------------------------------- 3.** Form of Underwriting Agreement 4.1** The audited consolidated balance sheets of the Registrant as at December 31, 2004 and 2003 and the consolidated statements of operations, deficit and cash flows for the year ended December 31, 2004, the six-month period ended December 31, 2003, the year ended June 30, 2003 and for the period from inception (June 17, 1993) to December 31, 2004, together with the auditors' report thereon, the notes thereto and Management's discussion and analysis of financial condition and results of operations in respect of the year ended December 31, 2004, December 31, 2003 and June 30, 2003 4.2** The annual information form of the Registrant dated May 12, 2004 for the six-month period ended December 31, 2003 4.3** The management proxy circular of the Registrant dated April 6, 2004 4.4** The material change report of the Registrant dated January 27, 2005 5. Consent of KPMG LLP 6.* Consent of Davies Ward Phillips & Vineberg LLP 7.* Consent of Davies Ward Phillips & Vineberg LLP (New York) 8.* Consent of Ogilvy Renault LLP 10.** Power of Attorney - ---------- *To be filed by amendment. **Previously filed. 9 EX-5 2 m15716a1exv5.txt CONSENT OF KPMG Exhibit 5 [KPMG - LOGO] KPMG LLP Chartered Accountants 2000 McGill College Avenue Telephone (514) 840-2100 Suite 1900 Telefax (514) 840-2187 Montreal (Quebec) H3A 3H8 www.kpmg.ca CONSENT OF INDEPENDANCE REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors of Neurochem Inc. We refer to Amendment No. 1 to the Form F-10 Registration Statement dated February 23, 2005 and related prospectus of Neurochem Inc. We consent to the use of our audit report dated February 11, 2005 (except to note 22, which is as of February 14, 2005)on the consolidated balance sheets of the Company as at December 31, 2004 and 2003 and the consolidated statements of operations, deficit and cash flows for the year ended December 31, 2004, the six-month period ended December 31, 2003, the year ended June 30, 2003 and for the period from inception (June 17, 1993) to December 31, 2004 incorporated by reference, and to the reference to our firm under the heading "Independent chartered accountants" in the prospectus. [SIGNATURE - KPMG] Chartered Accountants Montreal, Canada February 23, 2005 [LOGO] KPMG LLP, a Canadian limited liability partnership is the Canadian member firm of KPMG International, a Swiss cooperative. -----END PRIVACY-ENHANCED MESSAGE-----