S-3MEF

As filed with the Securities and Exchange Commission on December 2, 2003

Registration No. 333 – ________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

ARIAD PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 22-3106987
(I.R.S. Employer
Identification No.)

26 Landsdowne Street
Cambridge, Massachusetts 02139-4234
(617) 494-0400

(Address, including zip code, and telephone number, including area code, of
registrant’s principal executive offices)

Edward M. Fitzgerald
Senior Vice President and Chief Financial Officer
ARIAD Pharmaceuticals, Inc.
26 Landsdowne Street
Cambridge, Massachusetts 02139-4234
(617) 494-0400

(Name, address, including zip code, and telephone number, including area code,
of agent for service)

Copy to:
Jonathan M. Kravetz, Esq.
Brian P. Keane, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, MA 02111
(617) 542-6000

     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: o

     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, check the following box: o

     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 333-106788

     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. o

     If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

CALCULATION OF REGISTRATION FEE

			Proposed maximum		Proposed maximum
Title of Each Class of	Amount to be		Offering price per		Aggregate Offering		Amount of
Securities to be Registered (1)	Registered		share		Price (2)		Registration Fee
Common Stock, $.001 par value		113,489	$	8.00	$	907,912	$	73.45

(1)  Pursuant to the Rights Agreement dated as of June 8, 2000, attached to each share of Common Stock is a preferred share purchase right, which rights are not presently exercisable.

(2)  This Registration Statement relates to the Registrant’s Registration Statement on Form S-3, as amended (Registration No. 333-106788) (the “Prior Registration Statement”). In accordance with Rule 462(b) under the Securities Act of 1933, as amended, the proposed maximum offering price of the securities eligible to be sold under the Prior Registration Statement ($4,539,562) is carried forward to this Registration Statement and an additional amount of securities having a proposed maximum aggregate offering price of no more than 20% thereof, or $907,912, is registered hereby.

The Registrant certifies to the Securities and Exchange Commission (the “Commission”) that it has instructed its bank to pay to the Commission the filing fee of $73.45 for the additional securities being registered hereby by wire transfer as soon as practicable (but in any event no later than the close of business on December 3, 2003); 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 or before December 3, 2003.

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EXPLANATORY NOTE AND
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     This Registration Statement on Form S-3 is being filed with respect to the registration of additional shares of common stock, par value $.001 per share, of ARIAD Pharmaceuticals, Inc., a Delaware corporation, pursuant to Rule 462(b) under the Securities Act of 1933, as amended.

     The Registrant hereby incorporates by reference into this Registration Statement on Form S-3 in its entirety the Registration Statement on Form S-3, as amended (Registration No. 333-106788), declared effective by the Securities and Exchange Commission on July 16, 2003, including each of the documents filed by the Registrant and incorporated or deemed to be incorporated by reference therein and all exhibits thereto. The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the Town of Cambridge, Massachusetts, on December 2, 2003.

ARIAD PHARMACEUTICALS, INC.

By:  /s/ Harvey J. Berger, M.D.

Harvey J. Berger, M.D.
Chairman and Chief Executive Officer

     Each person whose signature appears below hereby appoints each of Harvey J. Berger and Edward M. Fitzgerald severally, acting alone and without the other, his/her true and lawful attorney-in-fact with the authority to execute in the name of each such person, any and all amendments (including without limitation, post-effective amendments) to this Registration Statement on Form S-3, and to file such registration statements with the Securities and Exchange Commission, together with any exhibits thereto and other documents therewith, necessary or advisable to enable the Registrant to comply with the Securities Act, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, which amendments may make such other changes in the Registration Statement as the aforesaid attorney-in-fact executing the same deems appropriate.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Harvey J. Berger, M.D. Harvey J. Berger, M.D.	Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)	December 2, 2003
* Sandford D. Smith	Vice Chairman of the Board of Directors	December 2, 2003
/s/ Edward M. Fitzgerald Edward M. Fitzgerald	Senior Vice President, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	December 2, 2003
* Jay R. LaMarche	Director	December 2, 2003

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Athanase Lavidas, Ph.D.	Director	December 2, 2003
* Frederick S. Schiff	Director	December 2, 2003
* Burton E. Sobel, M.D.	Director	December 2, 2003
	Director	December 2, 2003
Mary C. Tanner
* Raymond S. Troubh	Director	December 2, 2003
* Elizabeth H.S. Wyatt	Director	December 2, 2003

* By: /s/ Harry J. Berger, M.D.

Harvey J. Berger, M.D.
Attorney-in-Fact

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EXHIBIT INDEX

Exhibit
Number	Description
5.1	Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
23.1	Consent of Deloitte & Touche LLP.
23.2	Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in the opinion filed as Exhibit 5.1).

6 EX-5.1 3 b48400mfexv5w1.txt EX-5.1 OPINION OF MINTZ, LEVIN,..ETC. EXHIBIT 5.1 December 2, 2003 ARIAD Pharmaceuticals, Inc. 26 Landsdowne Street Cambridge, MA 02139-4234 Ladies and Gentlemen: We have acted as counsel to ARIAD Pharmaceuticals, Inc., a Delaware corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission (the "Commission") of (i) a Registration Statement on Form S-3, Registration No. 333-106788, as amended (the "Initial Registration Statement"), and (ii) a second Registration Statement on Form S-3 to be filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended (the "462(b) Registration Statement," and together with the Initial Registration Statement, the "Registration Statements"). This opinion is being rendered to you in connection with the filing of the 462(b) Registration Statement, pursuant to which the Company is registering 113,489 of its shares (the "Shares") of common stock, $.001 par value per share (the "Common Stock"). All capitalized terms used herein and not otherwise defined shall have the respective meanings given to them in the Registration Statements. In connection with this opinion, we have examined the Company's Restated Certificate of Incorporation and Restated By-Laws, both as amended and currently in effect; the minutes of all pertinent meetings of stockholders and directors of the Company relating to the Registration Statements and the transactions contemplated thereby; such other records of the corporate proceedings of the Company and certificates of the Company's officers as we have deemed relevant; and the Registration Statement and the exhibits thereto. In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies. Based upon the foregoing, and subject to the limitations set forth below, we are of the opinion that the Shares, when issued and delivered by the Company against payment therefore, will be duly and validly issued, fully paid and non-assessable shares of the Common Stock. Our opinion is limited to the General Corporation Law of the State of Delaware (including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting the laws) and the federal laws of the United States of America, and we express no opinion with respect to the laws of any other jurisdiction. No opinion is expressed herein with respect to the qualification of the Shares under the securities or blue sky laws of any state or any foreign jurisdiction. The foregoing opinion is rendered as of the date hereof. We assume no obligation to update such opinion to reflect any facts or circumstances which may hereafter come to our attention or changes in the law which may hereafter occur. We understand that you wish to file this opinion as an exhibit to the 462(b) Registration Statement, and we hereby consent thereto. We hereby further consent to the reference to us under the caption "Legal Matters" in the prospectus included in the 462(b) Registration Statement. Very truly yours, /s/ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. 2 EX-23.1 4 b48400mfexv23w1.txt EX-23.1 CONSENT OF DELOITTE & TOUCHE LLP EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement on Form S-3 of ARIAD Pharmaceuticals, Inc. of our report dated March 13, 2003, appearing in the Annual Report on Form 10-K of ARIAD Pharmaceuticals, Inc. for the year ended December 31, 2002, and to the reference to us under the heading "Experts" in the Prospectus, which is part of such Registration Statement. /S/ DELOITTE & TOUCHE LLP Boston, Massachusetts December 2, 2003 -----END PRIVACY-ENHANCED MESSAGE-----

EX-5.1

                                                                    EXHIBIT 5.1


                                December 2, 2003


ARIAD Pharmaceuticals, Inc.
26 Landsdowne Street
Cambridge, MA 02139-4234


Ladies and Gentlemen:

     We have acted as counsel to ARIAD Pharmaceuticals, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") of (i) a Registration
Statement on Form S-3, Registration No. 333-106788, as amended (the "Initial
Registration Statement"), and (ii) a second Registration Statement on Form S-3
to be filed pursuant to Rule 462(b) promulgated under the Securities Act of
1933, as amended (the "462(b) Registration Statement," and together with the
Initial Registration Statement, the "Registration Statements"). This opinion is
being rendered to you in connection with the filing of the 462(b) Registration
Statement, pursuant to which the Company is registering 113,489 of its shares
(the "Shares") of common stock, $.001 par value per share (the "Common Stock").
All capitalized terms used herein and not otherwise defined shall have the
respective meanings given to them in the Registration Statements.

     In connection with this opinion, we have examined the Company's Restated
Certificate of Incorporation and Restated By-Laws, both as amended and currently
in effect; the minutes of all pertinent meetings of stockholders and directors
of the Company relating to the Registration Statements and the transactions
contemplated thereby; such other records of the corporate proceedings of the
Company and certificates of the Company's officers as we have deemed relevant;
and the Registration Statement and the exhibits thereto.

     In our examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies and the authenticity of the
originals of such copies.

     Based upon the foregoing, and subject to the limitations set forth below,
we are of the opinion that the Shares, when issued and delivered by the Company
against payment therefore, will be duly and validly issued, fully paid and
non-assessable shares of the Common Stock.

     Our opinion is limited to the General Corporation Law of the State of
Delaware (including the applicable provisions of the Delaware Constitution and
the reported






judicial decisions interpreting the laws) and the federal laws of
the United States of America, and we express no opinion with respect to the laws
of any other jurisdiction. No opinion is expressed herein with respect to the
qualification of the Shares under the securities or blue sky laws of any state
or any foreign jurisdiction. The foregoing opinion is rendered as of the date
hereof. We assume no obligation to update such opinion to reflect any facts or
circumstances which may hereafter come to our attention or changes in the law
which may hereafter occur.

     We understand that you wish to file this opinion as an exhibit to the
462(b) Registration Statement, and we hereby consent thereto. We hereby further
consent to the reference to us under the caption "Legal Matters" in the
prospectus included in the 462(b) Registration Statement.


                        Very truly yours,

                        /s/  Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

                        Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.




                                       2

EX-23.1

                                                                   EXHIBIT 23.1


                          INDEPENDENT AUDITORS' CONSENT

     We consent to the incorporation by reference in this Registration Statement
on Form S-3 of ARIAD Pharmaceuticals, Inc. of our report dated March 13, 2003,
appearing in the Annual Report on Form 10-K of ARIAD Pharmaceuticals, Inc. for
the year ended December 31, 2002, and to the reference to us under the heading
"Experts" in the Prospectus, which is part of such Registration Statement.


/S/ DELOITTE & TOUCHE LLP

Boston, Massachusetts
December 2, 2003