-----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, Douz9pyUKYN7m9bde7W0kgV+cnxV93u2NIx5S1+bW/wqJTRCBFDxw97dotD+qK4d hBNpJ0OHM7PnxBlx1n5pFw== 0000936392-96-000339.txt : 19960617 0000936392-96-000339.hdr.sgml : 19960617 ACCESSION NUMBER: 0000936392-96-000339 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960614 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: LA JOLLA PHARMACEUTICAL CO CENTRAL INDEX KEY: 0000920465 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 330361285 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-04943 FILM NUMBER: 96581581 BUSINESS ADDRESS: STREET 1: 6455 NANCY RIDGE DR CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6194526600 MAIL ADDRESS: STREET 1: 6455 NANCY RIDGE DR CITY: SAN DIEGO STATE: CA ZIP: 92121 S-3/A 1 LA JOLLA PHARMACEUTICAL CO. -- AM.#1 TO FORM S-3 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 13, 1996 REGISTRATION NO. 333-04943 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LA JOLLA PHARMACEUTICAL COMPANY (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ------------------------ DELAWARE 33-0361285 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.)
------------------------ 6455 NANCY RIDGE DRIVE SAN DIEGO, CALIFORNIA 92121 (619) 452-6600 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ------------------------ STEVEN B. ENGLE CHIEF EXECUTIVE OFFICER LA JOLLA PHARMACEUTICAL COMPANY 6455 NANCY RIDGE DRIVE SAN DIEGO, CALIFORNIA 92121 (619) 452-6600 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------ Copies to: BRIAN W. COPPLE, ESQ. ALAN C. MENDELSON, ESQ. GIBSON, DUNN & CRUTCHER LLP D. BRADLEY PECK, ESQ. 4 PARK PLAZA, SUITE 1700 COOLEY GODWARD CASTRO HUDDLESON & TATUM IRVINE, CALIFORNIA 92714 4365 EXECUTIVE DRIVE, SUITE 1100 (714) 451-3874 SAN DIEGO, CALIFORNIA 92121-2128 (619) 550-6000
------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as practicable after this registration statement becomes effective. If the only securities being registered on this form are to be 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. / / _________ 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. / / ------------------------ 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 SAID SECTION 8(A), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 EXPLANATORY NOTE This Amendment No. 1 to Registration Statement is filed solely for the purpose of filing Exhibit 5.1, the opinion of the registrant's counsel as to the legality of the securities being issued. PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 16. EXHIBITS Set forth below is a list of the exhibits included as part of this Registration Statement:
EXHIBIT NUMBER DESCRIPTION - ------ ----------- 1.1 Form of Underwriting Agreement(1) 5.1 Opinion of Gibson, Dunn & Crutcher 23.1 Consent of Ernst & Young LLP(1) 23.2 Consent of Gibson, Dunn & Crutcher (included in Exhibit 5.1) 24.1 Power of Attorney(1)
- --------------- (1) Previously filed with this Registration Statement on May 31, 1996. II-1 3 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 AMENDMENT NO. 1 TO REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF SAN DIEGO, STATE OF CALIFORNIA, ON JUNE 12, 1996. LA JOLLA PHARMACEUTICAL COMPANY (REGISTRANT) By: /s/ STEVEN B. ENGLE ------------------------------------ Steven B. Engle Chief Executive Officer POWER OF ATTORNEY PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT NO. 1 TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
NAME TITLE DATE - ------------------------------------------ --------------------------- -------------- /s/ STEVEN B. ENGLE Director, Chief Executive June 12, 1996 - ------------------------------------------ Officer and President Steven B. Engle (Principal Executive Officer) /s/ WOOD C. ERWIN Vice President of Finance June 12, 1996 - ------------------------------------------ and Chief Financial Officer Wood C. Erwin (Principal Financial Officer and Principal Accounting Officer) * Director June 12, 1996 - ------------------------------------------ Thomas H. Adams * Director June 12, 1996 - ------------------------------------------ William E. Engbers * Director June 12, 1996 - ------------------------------------------ Robert A. Fildes * Director and Chairman June 12, 1996 - ------------------------------------------ Joseph Stemler *By: /s/ STEVEN B. ENGLE - ------------------------------------------ Steven B. Engle Attorney-in-Fact
II-2 4 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------ ----------------------------------------------------------------------- 1.1 Form of Underwriting Agreement(1) 5.1 Opinion of Gibson, Dunn & Crutcher 23.1 Consent of Ernst & Young LLP(1) 23.2 Consent of Gibson, Dunn & Crutcher (included in Exhibit 5.1) 24.1 Power of Attorney(1)
- --------------- (1) Previously filed with this Registration Statement on May 31, 1996. EX-5.1 2 OPINION OF GIBSON, DUNN & CRUTCHER 1 EXHIBIT 5.1 [GIBSON, DUNN & CRUTCHER LLP LETTERHEAD] JUNE 12, 1996 (714) 451-3800 C 51286-00023 La Jolla Pharmaceutical Company 6455 Nancy Ridge Drive San Diego, CA 92121 Re: Registration Statement on Form S-3 (Registration No. 333-04943) Ladies and Gentlemen: We have examined the Registration Statement on Form S-3 (the "Registration Statement") filed by La Jolla Pharmaceutical Company, a Delaware corporation (the "Company"), with the Securities and Exchange Commission (the "Commission") on May 31, 1996 (Registration No. 333-04943), as amended to the date hereof, in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act"), of up to 3,450,000 shares of the Company's common stock, par value $.01 per share (the "Shares") to be issued by the Company in connection with its proposed public offering (the "Offering") as described in the Registration Statement. As your counsel, we have examined the Company's Certificate of Incorporation and Bylaws, each as amended to the date hereof, and the records of corporate proceedings and other actions taken by the Company in connection with the authorization and issuance of the Shares and the sale thereof by the Company. Based upon the foregoing and in reliance thereon, and subject to (i) compliance with applicable state securities laws and (ii) receipt from the Commission of an order declaring the Registration Statement effective, it is our opinion that the Shares, when issued and paid for pursuant to the Registration Statement (and pertinent exhibits thereto) will be validly issued, fully paid and nonassessable. 2 GIBSON, DUNN & CRUTCHER LLP La Jolla Pharmaceutical Company June 12, 1996 Page 2 We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption "Legal Matters" in the Prospectus forming a part of said Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission. Very truly yours, GIBSON, DUNN & CRUTCHER LLP -----END PRIVACY-ENHANCED MESSAGE-----