-----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, W0KOKc8bx7ibDo1JxXcg/9Bsad/duWzy943FSFUEcIrzhOW59H9COpi+2OCUJtrd MN247iYBaUN2U+M3duVRWQ== 0000936392-96-000263.txt : 19960525 0000936392-96-000263.hdr.sgml : 19960525 ACCESSION NUMBER: 0000936392-96-000263 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 3 333-02389 FILED AS OF DATE: 19960524 EFFECTIVENESS DATE: 19960524 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOLECULAR BIOSYSTEMS INC CENTRAL INDEX KEY: 0000719598 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 363078632 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-04429 FILM NUMBER: 96571920 BUSINESS ADDRESS: STREET 1: 10030 BARNES CANYON RD CITY: SAN DIEGO STATE: CA ZIP: 92121-2789 BUSINESS PHONE: 6198242200 MAIL ADDRESS: STREET 1: 10030 BARNES CANYON ROAD CITY: SAN DIEGO STATE: CA ZIP: 92121 S-3MEF 1 FORM S-3 DATED MAY 24, 1996 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 24, 1996 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ MOLECULAR BIOSYSTEMS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 36-3078632 (STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
10030 BARNES CANYON ROAD SAN DIEGO, CALIFORNIA 92121 (619) 824-2200 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF PRINCIPAL EXECUTIVE OFFICES) ------------------------ STEVEN LAWSON VICE PRESIDENT, LEGAL AFFAIRS, GENERAL COUNSEL, AND SECRETARY MOLECULAR BIOSYSTEMS, INC. 10030 BARNES CANYON ROAD SAN DIEGO, CALIFORNIA 92121 (619) 824-2200 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------ COPIES TO: CRAIG P. COLMAR, ESQ. M. WAINWRIGHT FISHBURN, JR., ESQ. MICHAEL BONN, ESQ. ERIC J. LOUMEAU, ESQ. JOHNSON AND COLMAR COOLEY GODWARD CASTRO 300 SOUTH WACKER DRIVE HUDDLESON & TATUM SUITE 1000 4365 EXECUTIVE DRIVE CHICAGO, ILLINOIS 60606 SUITE 1100 (312) 922-1980 SAN DIEGO, CALIFORNIA 92121 (619) 550-6000
------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the 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, please 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 for the same offering. /X/ 333-02389 If delivery of the Prospectus is expected to be made pursuant to Rule 434, please check the following box. / / ------------------------ CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------- TITLE OF PROPOSED PROPOSED EACH CLASS OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION REGISTERED REGISTERED(1)(2) PER SHARE(3) OFFERING PRICE(3) FEE - ------------------------------------------------------------------------------------------------- Common Stock, par value $.01 per share......... 690,000 shares $9.00 $6,210,000 $2,141 - ------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------
(1) Includes 90,000 shares that the Underwriters have the option to purchase from the Company to cover over-allotments, if any. (2) Shares of Common Stock previously registered include 3,450,000 shares for which the registration fee has previously been paid. (3) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(a) under the Securities Act of 1933. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 EXPLANATORY NOTE The Registrant incorporates by reference its Registration Statement on Form S-3 (File No. 333-02389), as amended by Post-Effective Amendment No. 1, which, as so amended, became effective on May 23, 1996. CERTIFICATION The Company hereby certifies to the Commission that it has instructed its bank to pay the Commission the filing fee of $2,141 for the additional securities being registered hereby as soon as practicable (but in any event no later than the close of business on May 24, 1996); that it will not revoke such instructions; that it has sufficient funds in the relevant account to cover the amount of the filing fee; and that it undertakes to confirm receipt of such instructions by the bank on May 24, 1996. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on May 23, 1996. MOLECULAR BIOSYSTEMS, INC. By /s/ BOBBA VENKATADRI ------------------------------------ Bobba Venkatadri President and Chief Operating Officer POWER OF ATTORNEY Each person whose signature appears below who is then an officer or director of the registrant authorizes Kenneth J. Widder, M.D., and Bobba Venkatadri, or either of them, with full power of substitution and resubstitution, to sign in his or her name and to file any amendments (including post-effective amendments) to this Registration Statement and all related documents necessary or advisable to enable the registrant to comply with the Securities Act of 1933, as amended, in connection with the registration of the securities which are the subject of this Registration Statement, which amendments may make such changes in this Registration Statement (as it may be so amended) as Kenneth J. Widder, M.D., and Bobba Venkatadri, or either of them, may deem appropriate, and to do and perform all other related acts and things necessary to be done. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
NAME TITLE DATE - --------------------------------------------- ---------------------------- ------------------ /s/ KENNETH J. WIDDER, M.D. Chairman of the Board, Chief May 23, 1996 - --------------------------------------------- Executive Officer and a Kenneth J. Widder, M.D. Director (Principal Executive Officer) /s/ BOBBA VENKATADRI President, Chief Operating May 23, 1996 - --------------------------------------------- Officer and a Bobba Venkatadri Director /s/ GERARD A. WILLS Vice President, Finance and May 23, 1996 - --------------------------------------------- Chief Financial Officer Gerard A. Wills (Principal Financial and Accounting Officer) Director May 23, 1996 - --------------------------------------------- Robert W. Brightfelt /s/ CHARLES C. EDWARDS, M.D. Director May 23, 1996 - --------------------------------------------- Charles C. Edwards, M.D. Director May 23, 1996 - --------------------------------------------- Gordon C. Luce /s/ DAVID Director May 23, 1996 RUBINFIEN - --------------------------------------------- David Rubinfien
4 INDEX TO EXHIBITS
SEQUENTIALLY EXHIBIT NUMBERED NUMBER DESCRIPTION PAGE - ------ ---------------------------------------------------------------------- ------------ 5.1 Opinion of Johnson and Colmar......................................... 23.1 Consent of Arthur Andersen LLP........................................ 23.2 Consent of Johnson and Colmar (filed as part of Exhibit 5.1).......... 24.1 Power of attorney (included under the caption "Power of Attorney" following the Registrant's signature).................................
EX-5.1 2 OPINION OF JOHNSON AND COLMAR 1 [letterhead] May 23, 1996 Board of Directors Molecular Biosystems, Inc. 10030 Barnes Canyon Road San Diego, California 92121 Re: Registration Statement under Rule 462(b) Gentlemen: We have acted as counsel to Molecular Biosystems, Inc. (the "Company") in connection with the preparation and filing with the Securities and Exchange Commission of a Registration Statement pursuant to Rule 462(b) (the "462(b) Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act") for the registration under the Securities Act of an additional 690,000 shares of the Company's Common Stock, par value $.01 per share (the "Additional Shares"), of which 600,000 Shares are to be offered for sale in a public offering underwritten by Donaldson, Lufkin & Jenrette Securities Corporation, Oppenheimer & Co., Inc., Vector Securities International, Inc. and other underwriters (the "Underwriters") and 90,000 Shares are intended to cover the Underwriters' over-allotments, if any. The 462(b) Registration Statement incorporates by reference the Company's Registration Statement on Form S-3 (File No. 333-02389), as amended by Post-Effective Amendment No. 1, which, as so amended, became effective on May 23, 1996. As such counsel, we have examined the 462(b) Registration Statement, the Company's certificate of incorporation and by-laws, each as amended to date, minutes of meetings and records of proceedings of the Company's Board of Directors and shareholders (including, but not limited to, the Consents of Directors dated April 3 and April 22, 1996, respectively, each signed by all of the Company's directors, pursuant to which, in accordance with section 141(f) of the Delaware General Corporation Law, the Company's Board of Directors adopted certain resolutions without the necessity of formal meetings of the Board of Directors), and such other matters of fact and questions of law as we have considered necessary to form the basis of our opinion. In the course of this examination, we have assumed the genuineness of all signatures, the authenticity of all documents and certificates submitted to us as originals by representatives of the Company, public officials and third parties, and the conformity to and authenticity of the originals of all documents and certificates submitted to us as copies. On the basis of our examination, we are of the opinion that the Company has duly authorized the issuance of the Additional Shares and that, when issued and delivered to the Underwriters against payment in accordance with the underwriting agreement to be entered into by the Company and Donaldson, Lufkin & Jenrette Securities Corporation, Oppenheimer & Co., Inc. and Vector Securities International, Inc., as representatives of the several underwriters to be named in Schedule I to the underwriting agreement, the Additional Shares will be validly issued, fully paid and non-assessable. We consent to the use of our opinion as an exhibit to the 462(b) Registration Statement. Very truly yours, /s/ JOHNSON AND COLMAR -------------------------------------- Johnson and Colmar EX-23.1 3 CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our report and to all references to our Firm included in or made a part of this registration statement. ARTHUR ANDERSEN LLP San Diego, California May 23, 1996 -----END PRIVACY-ENHANCED MESSAGE-----