-----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, HdLDzb1OfierUZQ1DmYWBtADCY7IVxgmOp5wMm6F6U3cGf7xl5jn4yVraFpDKB+G YK6iLyOMrqAMJz6/+MaFlQ== 0001125282-03-006118.txt : 20031113 0001125282-03-006118.hdr.sgml : 20031113 20031113212649 ACCESSION NUMBER: 0001125282-03-006118 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 4 333-107010 FILED AS OF DATE: 20031113 EFFECTIVENESS DATE: 20031113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROGENICS PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000835887 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 133379479 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-110483 FILM NUMBER: 031000142 BUSINESS ADDRESS: STREET 1: 777 OLD SAW MILL RIVER ROAD CITY: TARRYTOWN STATE: NY ZIP: 10591 BUSINESS PHONE: 9147892800 MAIL ADDRESS: STREET 1: 777 OLD SAW MILL RIVER ROAD CITY: TARRYTOWN STATE: NY ZIP: 10591 S-3MEF 1 b327151_s3mef.txt REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on November 14, 2003 Registration No. 333-_____ =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PROGENICS PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 2834 13-3379479 (State or other jurisdiction (Primary Standard (I. R. S. Employer of incorporation or organization) Industrial Classification Code Number) Identification No. )
777 Old Saw Mill River Road Tarrytown, New York 10591 (914) 789-2800 (Address, including zip code, and telephone number, including area code of registrant's principal executive offices) -------------------------------------------------- Paul J. Maddon, M.D., Ph.D. Chairman of the Board and Chief Executive Officer Progenics Pharmaceuticals, Inc. 777 Old Saw Mill River Road Tarrytown, New York 10591 (914) 789-2800 (Name, address, including zip code and telephone number, including area code, of agent for service) -------------------------------------------------- Copies to: Donald J. Murray, Esq. Philip K. Yachmetz, Esq. Hal J. Leibowitz, Esq. Dewey Ballantine LLP Vice President and General Counsel Hale and Dorr LLP 1301 Avenue of the Americas Progenics Pharmaceuticals, Inc. 60 State Street New York, New York 10019 777 Old Saw Mill River Road Boston, Massachusetts 02109 (212) 259-8000 Tarrytown, New York 10591 (617) 526-6000 (914) 789-2800
--------------------- Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective: 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. /X/ 333-107010 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. CALCULATION OF REGISTRATION FEE
======================================= ================== ====================== ====================== ==================== Title of Each Class of Securities To Amount To Be Maximum Offering Maximum Aggregate Amount of Be Registered Registered Price Per Share Offering Price (1) Registration Fee - --------------------------------------- ------------------ ---------------------- ---------------------- -------------------- Common Stock ($0.0013 par value per share) 237,500 $16.25 $3,859,375 $313.00 ======================================= ================== ====================== ====================== ====================
(1) Shares of Common Stock with a maximum offering price of $60,472,500 were registered with the Securities and Exchange Commission under File No. 333-107010 and a filing fee of $4,893 was previously paid with respect thereto. =============================================================================== EXPLANATORY NOTE This registration statement relates to the public offering of common stock of Progenics Pharmaceuticals, Inc. contemplated by a Registration Statement on Form S-3, Securities and Exchange Commission File No. 333-107010 (the "Prior Registration Statement") and is filed solely to increase the number of shares to be offered in the offering by 237,500 shares. The contents of the Prior Registration Statement are hereby incorporated by reference. 2 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-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tarrytown, State of New York, on November 14, 2003. PROGENICS PHARMACEUTICALS, INC. By: /s/Robert A. McKinney -------------------------------------- Robert A. McKinney Vice President, Finance & Operations and Treasurer
Signature Capacity Date * Chairman of the Board and Chief Executive Officer November 14, 2003 - ---------------------------------- (Principal Executive Officer) Paul J. Maddon, M.D., Ph.D. /s/Robert A. McKinney Vice President, Finance & Operations and November 14, 2003 - ------------------------- Treasurer (Principal Financial and Accounting Robert A. McKinney Officer) * Director November 14, 2003 - ---------------------------------- Charles A. Baker * Director November 14, 2003 - ---------------------------------- Kurt W. Briner * Director November 14, 2003 - ---------------------------------- Mark F. Dalton * Director November 14, 2003 - ---------------------------------- Stephen P. Goff, Ph.D. * Director November 14, 2003 - ----------------------------------- Paul F. Jacobson * Director November 14, 2003 - ---------------------------------- Ronald J. Prentki * Director November 14, 2003 - ---------------------------------- David A. Scheinberg, M.D. , Ph.D. *By: /s/ Philip K. Yachmetz ---------------------------------- Philip K. Yachmetz, Attorney-in-Fact
3 EXHIBIT INDEX 5.1 -- Opinion of Dewey Ballantine LLP. 23.1 -- Consent of PricewaterhouseCoopers LLP (regarding the Registrant). 23.2 -- Consent of PricewaterhouseCoopers LLP (regarding PSMA Development Company LLC). 23.2 -- Consent of Dewey Ballantine LLP (included in Exhibit 5.1). 24.1* -- Power of Attorney. - ---------------- * Incorporated by reference from the signature page of the Registrant's Registration Statement on Form S-3 (File No. 333-107010). 4 EX-5.1 3 b327151ex_5-1.txt OPINION OF COUNSEL EXHIBIT 5.1 November 13, 2003 Progenics Pharmaceuticals, Inc. 777 Old Saw Mill River Road Tarrytown, New York 10591 Dear Ladies and Gentlemen: We have acted as counsel to Progenics Pharmaceuticals, Inc., a Delaware corporation (the "Company"), in connection with the filing by the Company with the U.S. Securities and Exchange Commission of a Registration Statement on Form S-3 pursuant to Rule 462(b) under the Securities Act of 1933 (the "462(b) Registration Statement"), relating to the public offering of 237,500 shares (the "Shares") of the Company's Common Stock, par value $.0013 per share (the "Common Stock"). The 462(b) Registration Statement, as amended, incorporates by reference the contents of the Registration Statement on Form S-3, File No. 333-107010 (the "Prior Registration Statement"). The Prior Registration Statement includes, and the 462(b) Registration Statement incorporates by reference, a prospectus and prospectus supplement (collectively, the "Prospectus"), which, taken together, contemplate an underwritten public offering of up to 3,737,500 shares of Common Stock. In connection with this opinion, we have examined the 462(b)Registration Statement, the Prior Registration Statement, the Prospectus, the Company's Certificate of Incorporation and Bylaws, each as amended, and such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. On the basis of the foregoing, and in reliance thereon, we are of the opinion that: 1. The issuance of the Shares has been lawfully and duly authorized; and 2. When the Shares have been issued, delivered and sold upon the terms stated in the 462(b) Registration Statement and the Prospectus, the Shares will be legally issued, fully paid and nonassessable. We consent to the filing of this opinion as Exhibit 5.1 to the 462(b) Registration Statement and to the references to this firm on the cover of the 462(b) Registration Statement and under the heading "Legal Matters" in the Prospectus. Very truly yours, /s/ DEWEY BALLANTINE LLP DEWEY BALLANTINE LLP EX-23.1 4 b327151ex_23-1.txt CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated February 14, 2003, except for Note 8, as to which the date is March 28, 2003, relating to the financial statements, which appears in Progenics Pharmaceuticals, Inc.'s Annual Report on Form 10-K/A for the year ended December 31, 2002. We also consent to the references to us under the headings "Selected Financial Data" and "Experts" in the prospectus which is incorporated by reference into such Registration Statement. /s/PricewaterhouseCoopers LLP New York, New York November 13, 2003 EX-23.2 5 b327151ex_23-2.txt CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated February 14, 2003, except for Notes 1 and 3, as to which the date is March 28, 2003, relating to the financial statements of PSMA Development Company LLC, which appears in Progenics Pharmaceuticals, Inc.'s Annual Report on Form 10-K/A for the year ended December 31, 2002. We also consent to the references to us under the headings "Selected Financial Data" and "Experts" in the prospectus which is incorporated by reference into such Registration Statement. /s/PricewaterhouseCoopers LLP New York, New York November 13, 2003 -----END PRIVACY-ENHANCED MESSAGE-----