<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 18, 1997
REGISTRATION NO. 333-22297
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
PATHOGENESIS CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 2834 91-1542150
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
--------------------------
201 ELLIOTT AVENUE WEST
SEATTLE, WASHINGTON 98119
(206) 467-8100
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
--------------------------
WILBUR H. GANTZ
PRESIDENT AND CHIEF EXECUTIVE OFFICER
201 ELLIOTT AVENUE WEST
SEATTLE, WASHINGTON 98119
(206) 467-8100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------------
COPIES TO:
<TABLE>
<S> <C>
STEPHEN H. KAY, ESQ. DENNIS N. BERMAN, ESQ.
Squadron, Ellenoff, Plesent & Sonnenschein Nath & Rosenthal
Sheinfeld, LLP 1221 Avenue of the Americas
551 Fifth Avenue New York, New York 10020
New York, New York 10176 (212) 768-6700
(212) 661-6500
</TABLE>
--------------------------
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, as amended, 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.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
This Amendment No. 2 includes Exhibit No. 23.1, the consent of KPMG Peat
Marwick LLP, which was inadvertently omitted from Amendment No. 1, as filed with
the Securities and Exchange Commission.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 2 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Seattle, State of
Washington, on March 18, 1997.
PATHOGENESIS CORPORATION
By: /s/ WILBUR H. GANTZ
-----------------------------------------
Wilbur H. Gantz
PRESIDENT
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates stated.
NAME TITLE DATE
- ------------------------------ -------------------------- -------------------
Chief Executive Officer,
/s/ WILBUR H. GANTZ President and Director
- ------------------------------ (Principal Executive March 18, 1997
Wilbur H. Gantz Officer)
Senior Vice President,
/s/ ALAN R. MEYER Chief Financial Officer
- ------------------------------ and Director (Principal March 18, 1997
Alan R. Meyer Financial and Accounting
Officer)
*
- ------------------------------ Director March 18, 1997
Elizabeth M. Greetham
*
- ------------------------------ Director March 18, 1997
Lawrence C. Hoff
*
- ------------------------------ Director March 18, 1997
Edward Mathias
II-1
<PAGE>
NAME TITLE DATE
- ------------------------------ -------------------------- -------------------
*
- ------------------------------ Director March 18, 1997
Michael J. Montgomery
*
- ------------------------------ Director March 18, 1997
Talat M. Othman
*
- ------------------------------ Director March 18, 1997
Eugene L. Step
*
- ------------------------------ Director March 18, 1997
Fred Wilpon
<TABLE>
<S> <C> <C>
*By: /s/ WILBUR H. GANTZ
------------------------------------
Wilbur H. Gantz
AS ATTORNEY-IN-FACT
</TABLE>
II-2
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
PathoGenesis Corporation:
We consent to the use of our report dated January 17, 1997, except as to
note 8 to the financial statements, which is as of January 30, 1997, included
herein and to the reference to our firm under the heading "Experts" in the
prospectus.
KPMG Peat Marwick LLP
Seattle, Washington
March 17, 1997
