0000912057-01-537475.txt : 20011107 0000912057-01-537475.hdr.sgml : 20011107 ACCESSION NUMBER: 0000912057-01-537475 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20011102 EFFECTIVENESS DATE: 20011102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADVANCED MAGNETICS INC CENTRAL INDEX KEY: 0000792977 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 042742593 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-72700 FILM NUMBER: 1773736 BUSINESS ADDRESS: STREET 1: 61 MOONEY ST CITY: CAMBRIDGE STATE: MA ZIP: 02138 BUSINESS PHONE: 6173543929 MAIL ADDRESS: STREET 1: 61 MOONEY ST CITY: CAMBRIDGE STATE: MA ZIP: 02138 S-8 1 a2062395zs-8.txt FORM S-8 As filed with the Securities and Exchange Commission on November 2, 2001 Registration No. 33- ______ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------------------- ADVANCED MAGNETICS, INC. (Exact name of registrant as specified in its charter) Delaware 04-2742593 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 61 Mooney Street, Cambridge, Massachusetts 02138 (Address of Principal Executive Offices) (Zip Code) ---------------------------------- ADVANCED MAGNETICS, INC. 1993 STOCK PLAN (Full title of the plan) ---------------------------------- Jerome Goldstein Chief Executive Officer, President and Treasurer Advanced Magnetics, Inc. 61 Mooney Street Cambridge, Massachusetts 02138 (Name and address of agent for service) (617) 497-2070 (Telephone number, including area code, of agent for service) ---------------------------------- Copy to: Sharon Goddard White, Esq. WHITE & MCDERMOTT, P.C. 65 William Street Wellesley, Massachusetts 02481 (781) 431-1700 ---------------------------------- CALCULATION OF REGISTRATION FEE
Proposed Proposed maximum Title of securities Amount to be maximum offering aggregate offering Amount of to be registered registered price per share price registration fee --------------------- ---------------- ------------------- --------------------- ------------------ Common Stock, 200,000 shares $3.425 (1) $685,000 $171.25 $.01 par value --------------------- ---------------- ------------------- --------------------- ------------------
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the Common Stock on the American Stock Exchange on October 31, 2001. STATEMENT UNDER GENERAL INSTRUCTION E REGISTRATION OF ADDITIONAL SECURITIES This registration statement on Form S-8 registers additional securities of the same class as other securities for which a registration statement on Form S-8 relating to the registrant's 1993 Stock Plan is effective. The registrant's 1993 Stock Plan was amended by resolution of the Board of Directors on December 22, 1998, and approved by the registrant's shareholders on February 2, 1999, to increase the maximum number of shares of the registrant's $.01 par value Common Stock which may be issued under the 1993 Stock Plan from 500,000 shares to 700,000 shares. Accordingly, pursuant to General Instruction E to Form S-8, the registrant hereby incorporates by reference herein the contents of such registration statement on Form S-8 relating to the registrant's 1993 Stock Plan filed with the Securities and Exchange Commission on May 11, 1993, File No. 33-62522, and hereby deems such contents to be a part hereof, except as otherwise updated or modified by this registration statement. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by the registrant with the Securities and Exchange Commission are hereby incorporated by reference in this registration statement: 1. The registrant's Annual Report on Form 10-K for the year ended September 30, 2000; 2. The registrant's Current Reports on Form 8-K filed on November 17, 2000 and April 30, 2001; 3. The registrant's Quarterly Reports on Form 10-Q for the quarters ended December 31, 2000, March 31, 2001 and June 30, 2001; and 4. The section entitled "Description of Registrant's Securities to be Registered" contained in the registrant's Registration Statement No. 0-14732 on Form 8-A filed pursuant to Section 12(g) of the Exchange Act. In addition, all documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all of such securities then remaining unsold, shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of filing of such documents. Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Legal matters in connection with the issuance of Common Stock offered hereby have been passed upon for the registrant by White & McDermott, P.C. as counsel to the registrant. Rachel Goldstein Konforty, an associate of White & McDermott, P.C., is the Assistant Secretary of the registrant and beneficially owns less than three percent of the registrant's Common Stock, a portion of which Ms. Konforty disclaims beneficial ownership and control. Item 8. EXHIBITS The following exhibits are filed as part of this registration statement: 4.1 Certificate of Incorporation of the registrant, as amended (incorporated by reference to Exhibit 3.1 to the registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 2000, File No. 0-14732). 4.2 By-Laws of the registrant, as amended (incorporated by reference to Exhibit 3.2 to the registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 2000, File No. 0-14732). 4.3 Specimen certificate representing the registrant's Common Stock (incorporated by reference to Exhibit 6 to the Registration Statement on Form 8-A of the registrant, Reg. No. 1-10865). *5.1 Opinion of White & McDermott, P.C. as to the legality of the securities being registered. 10.1 1993 Stock Plan, as amended February 2, 1999 (incorporated by reference to the exhibits to the registrant's definitive proxy statement for the fiscal year ended September 30, 1998, File No. 000-14732). *23.1 Consent of PricewaterhouseCoopers LLP, independent accountants. 23.2 Consent of White & McDermott, P.C. (included in Exhibit 5.1). 24 Power of Attorney (included in the signature pages of this registration statement). * Filed herewith. 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 S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Cambridge, the Commonwealth of Massachusetts, on this 1st day of November, 2001. ADVANCED MAGNETICS, INC. By: /S/ JEROME GOLDSTEIN --------------------------------------------- Jerome Goldstein, Chairman of the Board, Chief Executive Officer, President and Treasurer POWER OF ATTORNEY We, the undersigned officers and directors of Advanced Magnetics, Inc. hereby severally constitute Jerome Goldstein and James A. Matheson and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all pre-effective and post-effective amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Advanced Magnetics, Inc. to comply with the provisions of the Securities Act, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto. Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form S-8 has been signed below by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE /S/ JEROME GOLDSTEIN Chairman of the Board, November 1, 2001 ---------------------- Chief Executive Officer, President Jerome Goldstein and Treasurer (principal executive and financial officer) /S/ JAMES A. MATHESON Vice President - Finance November 1, 2001 --------------------- (principal accounting officer) James A. Matheson /S/ SHELDON L. BLOCH Director November 1, 2001 --------------------------- Sheldon L. Bloch /S/ MICHAEL D. LOBERG Director November 1, 2001 --------------------------- Michael D. Loberg /S/ EDWARD B. ROBERTS Director November 1, 2001 --------------------------- Edward B. Roberts /S/ GEORGE M. WHITESIDES Director November 1, 2001 ------------------------ George M. Whitesides EXHIBIT INDEX EXHIBIT NO. DESCRIPTION OF DOCUMENTS 4.1 Certificate of Incorporation of the registrant, as amended (incorporated by reference to Exhibit 3.1 to the registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 2000, File No. 0-14732). 4.2 By-Laws of the registrant, as amended (incorporated by reference to Exhibit 3.2 to the registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 2000, File No. 0-14732). 4.3 Specimen certificate representing the registrant's Common Stock (incorporated by reference to Exhibit 6 to the Registration Statement on Form 8-A of the registrant, Reg. No. 1-10865). *5.1 Opinion of White & McDermott, P.C. as to the legality of the securities being registered. 10.1 1993 Stock Plan, as amended February 2, 1999 (incorporated by reference to the exhibits to the registrant's definitive proxy statement for the fiscal year ended September 30, 1998, File No. 000-14732). *23.1 Consent of PricewaterhouseCoopers LLP, independent accountants. 23.2 Consent of White & McDermott, P.C. (included in Exhibit 5.1). 24 Power of Attorney (included in the signature pages of this registration statement). * Filed herewith. EX-5.1 3 a2062395zex-5_1.txt EXHIBIT 5-1 EXHIBIT 5.1 WHITE & MCDERMOTT, P.C. 65 WILLIAM STREET WELLESLEY, MA 02481 November 1, 2001 Advanced Magnetics, Inc. 61 Mooney Street Cambridge, Massachusetts 02138 Re: 1993 STOCK PLAN, AS AMENDED Ladies and Gentlemen: We have assisted Advanced Magnetics, Inc. (the "Company"), a Delaware corporation, in the preparation of a Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission in connection with the registration of 200,000 shares (the "Shares") of the Company's Common Stock, $.01 par value per share, issuable under the Company's 1993 Stock Plan (the "Plan"), as that number may be adjusted from time to time pursuant to the provisions of the Plan. We have examined the Certificate of Incorporation of the Company, as amended, the By-Laws of the Company, as amended, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion. In examination of the foregoing documents, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or facsimile copies, and the authenticity of the originals of any such documents. We have further assumed that all information contained in all documents reviewed by us is true and complete and that each grant of an award pursuant to the Plan will be duly authorized. Based on the foregoing, we are of the opinion that the Shares have been duly authorized for issuance under the Plan, and the Shares, when issued and paid for in accordance with the terms of the Plan and at a price per share in excess of the par value per share for such Shares, will be legally issued, fully-paid and nonassessable. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein. Please note that we are opining as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is solely for your benefit in Advanced Magnetics, Inc. November 1, 2001 Page 2 connection with the filing of the Registration Statement and may not be quoted or relied upon by any other person or used for any other purpose, without our prior written consent. We hereby consent to the filing of this opinion with the Securities and Exchange Commission in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the "Securities Act"). Very truly yours, /S/ WHITE & MCDERMOTT, P.C. -------------------------------------------- WHITE & MCDERMOTT, P.C. EX-23.1 4 a2062395zex-23_1.txt EXHIBIT 23-1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated November 8, 2000 relating to the financial statements of Advanced Magnetics, Inc., which appears in Advanced Magnetics, Inc.'s Annual Report on Form 10-K for the year ended September 30, 2000. /S/ PRICEWATERHOUSECOOPERS LLP ------------------------------ PricewaterhouseCoopers LLP Boston, Massachusetts November 1, 2001