-----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, GarKJYkdLKtSzYnnxEQ5lwCqcmRzytROnkeaUsva+pre6bcCvIP0x8ldzlpdiNjQ crfssR9qChpxEESu4yk2SA== 0000950135-97-003147.txt : 19970731 0000950135-97-003147.hdr.sgml : 19970731 ACCESSION NUMBER: 0000950135-97-003147 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 3 333-31957 FILED AS OF DATE: 19970730 EFFECTIVENESS DATE: 19970730 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRANSKARYOTIC THERAPIES INC CENTRAL INDEX KEY: 0000885259 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 043027191 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-32383 FILM NUMBER: 97647602 BUSINESS ADDRESS: STREET 1: 195 ALBANY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02138 BUSINESS PHONE: 6173490200 S-1MEF 1 TRANSKARYOTIC THERAPIES, INC. 1 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ TRANSKARYOTIC THERAPIES, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 2836 04-3027191 (STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
195 ALBANY STREET CAMBRIDGE, MASSACHUSETTS 02139 (617) 349-0200 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) RICHARD F SELDEN PRESIDENT AND CHIEF EXECUTIVE OFFICER TRANSKARYOTIC THERAPIES, INC. 195 ALBANY STREET CAMBRIDGE, MASSACHUSETTS 02139 (617) 349-0200 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------ Copy to: MICHAEL LYTTON, ESQ. PALMER & DODGE LLP ONE BEACON STREET BOSTON, MASSACHUSETTS 02108 (617) 573-0100 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. ------------------------ 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. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. [X] 333-31957 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 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, check the following box. [ ] CALCULATION OF REGISTRATION FEE ============================================================================================================
PROPOSED PROPOSED MAXIMUM TITLE OF EACH CLASS AMOUNT MAXIMUM AGGREGATE AMOUNT OF OF SECURITIES TO BE TO BE OFFERING PRICE OFFERING REGISTRATION REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE - ------------------------------------------------------------------------------------------------------------ Common Stock, $.01 par value per share................................. 100,000 $31.6875 $3,168,750 $961 ============================================================================================================
(1) Estimated for purposes of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, on the basis of the average of the high and low sales price of the Registrant's Common Stock on July 23, 1997 ($31.6875). THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE. ================================================================================ 2 This Registration Statement is being filed with respect to the registration of additional shares of common stock, $.01 par value per share, of Transkaryotic Therapies, Inc., a Delaware corporation, for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the earlier effective registration statement (File No. 333-31957) (the "Earlier Registration Statement") are incorporated in this Registration Statement by reference. The form of prospectus contained in the Earlier Registration Statement will reflect the aggregate amount of securities registered in this Registration Statement and the Earlier Registration Statement. The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith. 3 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 City of Cambridge, Commonwealth of Massachsuetts, on July 29, 1997. TRANSKARYOTIC THERAPIES, INC. By: DANIEL E. GEFFKEN ------------------------------------ Daniel E. Geffken Vice President, Finance and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated.
SIGNATURE TITLE DATE - ---------------------------------------- ---------------------------------- -------------- * President, Chief Executive July 29, 1997 - ---------------------------------------- Officer, Treasurer and Director Richard F. Selden (principal executive officer) DANIEL E. GEFFKEN Vice President, Finance and Chief July 29, 1997 - ---------------------------------------- Financial Officer (prncipal Daniel E. Geffken financial and accounting officer) * Director July 29, 1997 - ---------------------------------------- William R. Miller * Director July 29, 1997 - ---------------------------------------- Rodman W. Moorhead, III * Director July 29, 1997 - ---------------------------------------- James E. Thomas * Director July 29, 1997 - ---------------------------------------- Peter Wirth *By: DANIEL E. GEFFKEN - ---------------------------------------- Daniel E. Geffken Attorney-in-fact
4 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION ----------- ------------------------------------------------------------------------------ 5.1 Opinion of Palmer & Dodge LLP 23.1 Consent of Palmer & Dodge LLP (included in Exhibit 5.1) 23.2 Consent of Ernst & Young LLP 24.1 Power of Attorney
- --------------- * Filed with the Company's Registration Statement on Form S-1 (Registration No. 333-31957). EX-5.1 2 OPINION OF PALMER & DODGE LLP 1 PALMER & DODGE LLP ONE BEACON STREET BOSTON, MA 02108-3190 TELEPHONE: (617) 573-0100 FACSIMILE (617) 227-4420 JULY 29, 1997 TRANSKARYOTIC THERAPIES, INC. 195 ALBANY STREET CAMBRIDGE, MASSACHUSETTS 02139 We are rendering this opinion in connection with the Registration Statement on Form S-1 (the "Registration Statement") filed by Transkaryotic Therapies, Inc. (the "Company") with the Securities and Exchange Commission under the Securities Act of 1933, as amended, on or about the date hereof. The Registration Statement relates to up to 100,000 shares of the Company's Common Stock, $0.01 par value (the "Shares"). We understand that the Shares are to be offered and sold in the manner described in the Registration Statement. We have acted as your counsel in connection with the preparation of the Registration Statement. We are familiar with the proceedings of the Board of Directors on July 23, 1997 in connection with the authorization, issuance and sale of the Shares (the "Resolutions"). We have examined such other documents as we consider necessary to render this opinion. Based upon the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and delivered by the Company against payment therefor at the price to be determined pursuant to the Resolutions, will be validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as a part of the Registration Statement and to the reference to our firm under the caption "Legal Matters" in the Prospectus filed as part thereof. Very truly yours, /s/ PALMER & DODGE LLP PALMER & DODGE LLP EX-23.2 3 CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.2 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement on Form S-1 of Transkaryotic Therapies, Inc. filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, of our report dated February 14, 1997, and to the reference to our firm under the captions "Selected Financial Data" and "Experts" included in such Registration Statement (Form S-1 No. 333-31957) and related Prospectus of Transkaryotic Therapies, Inc. /s/ ERNST & YOUNG LLP Boston, Massachusetts July 28, 1997 -----END PRIVACY-ENHANCED MESSAGE-----