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