As filed with the Securities and Exchange Commission on March 20, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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PATHOGENESIS CORPORATION
(Exact name of Registrant as specified in Its Charter)
Delaware 2834 91-152150
(State or Other Jurisdiction (Primary Standard (I.R.S. Employer
of Incorporation or Industrial Classification Identification No.)
Organization) Code Number)
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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)
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WILBUR H. GANTZ
President and Chief Executive Officer
201 Elliott Avenue West
Seattle, Washington 98119
(206) 467-8100
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Copies to:
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
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Approximate date of proposed sale to the public: As soon as practicable
after the effective date of this Registration Statement.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, as amended (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]
File No. 333-22297
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
under the Securities Act, please check the following box. [ ]
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Offering Price Per Aggregate Offering Amount of
Securities to be Registered Registered Share(1) Price(1) Registration Fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.001 115,000(2) $27.00 $3,105,000 $940.91
per share
================================================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act of 1933.
(2) Includes 15,000 shares of Common Stock which the Underwriters have the
option to acquire solely to cover over-allotments, if any.
-----------------------------------
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.
<PAGE>
Incorporation By Reference of Registration Statement on Form S-1,
File No. 333-22297
PathoGenesis Corporation (the "Company") hereby incorporates by reference
into the Registration Statement on Form S-1 in its entirety (the "Abbreviated
Registration Statement") the Registration Statement on Form S-1 (File No.
333-22297), and any amendments thereto (the "Initial Registration Statement"),
declared effective on March 20, 1997 by the Securities and Exchange Commission
(the "Commission"), including each of the documents filed by the Company with
the Commission and incorporated or deemed to be incorporated by reference
therein. The Abbreviated Registration Statement, together with the Intitial
Registration Statement, relates to an offering by the Company of 2,100,000
shares (or, upon the exercise of the Underwriters' over-allotment option, up to
2,415,000 shares) of Common Stock.
<PAGE>
Exhibits
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5.1 Opinion of Squadron, Ellenoff, Plesent & Sheinfeld, LLP
23.1 Consent of KPMG Peat Marwick LLP
24.1* Power of Attorney.
- -------------------
* Incorporated herein by reference to the Company's Registration Statement on
Form S-1, File No. 333-22297.
<PAGE>
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 Seattle, State of
Washington, on March 20, 1997.
PATHOGENESIS CORPORATION
By: /s/ Wilbur H. Gantz
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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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Wilbur H. Gantz Chief Executive Officer, President and March 20, 1997
- --------------------------- Director (Principal Executive Officer)
Wilbur H. Gantz
/s/ Alan R. Meyer Senior Vice President, Chief Financial March 20, 1997
- --------------------------- Officer and Director (Principal Financial and
Alan R. Meyer Accounting Officer)
* Director March 20, 1997
- ---------------------------
Elizabeth M. Greetham
* Director March 20, 1997
- ---------------------------
Lawrence C. Hoff
* Director March 20, 1997
- ---------------------------
Edward Mathias
* Director March 20, 1997
- ---------------------------
Michael J. Montgomery
* Director March 20, 1997
- ---------------------------
Talat M. Othman
* Director March 20, 1997
- ---------------------------
Eugene L. Step
* Director March 20, 1997
- ---------------------------
Fred Wilpon
*By: /s/ Wilbur H. Gantz
---------------------------
Wilbur H. Gantz
as Attorney-in-Fact
</TABLE>
Squadron, Ellenoff, Plesent & Sheinfeld, LLP
551 Fifth Avenue
New York, New York 10176
March 20, 1997
PathoGenesis Corporation
201 Elliott Avenue West
Seattle, Washington 98119
Ladies and Gentlemen:
You have requested our opinion, as counsel for PathoGenesis Corporation, a
Delaware corporation (the "Company"), in connection with the registration
statement on Form S-1 (the "Abbreviated Registration Statement"), under the
Securities Act of 1933, as amended (the "Act"), for the registration of 115,000
shares (including up to 15,000 shares exercisable upon exercise of the
Underwriters' over-allotment option) of common stock, par value $.001 per share,
of the Company (the "Common Stock"). The Abbreviated Registration Statement
relates to the same class of securities registered pursuant to the Company's
Registration Statement on Form S-1 (No. 333-22297) declared effective earlier
today (the "Initial Registration Statement").
The Abbreviated Registration Statement, together with the Initial
Registration Statement, relates to an offering by the Company of 2,100,000
shares (or upon the exercise of the Underwriters' Over-Allotment Option, up to
2,415,000 shares) of Common Stock.
We have examined such records and documents and made such examinations of
law as we have deemed relevant in connection with this opinion. It is our
opinion that when there has been compliance with the Act and the applicable
state securities laws, the shares of Common Stock to be sold by the Company,
when issued, delivered, and paid for in the manner described in the form
<PAGE>
PathoGenesis Corporation
March 20, 1997
Page 2
of Underwriting Agreement filed as Exhibit 1 to the Initial Registration
Statement will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Abbreviated Registration Statement and to the reference to our firm under the
caption "Legal Matters" in the Initial Registration Statement. In so doing, we
do not admit that we are in the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Squadron, Ellenoff, Plesent & Sheinfeld,
LLP
Squadron, Ellenoff, Plesent &
Sheinfeld, LLP
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 20, 1997
