<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 18, 1998.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
GELTEX PHARMACEUTICALS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 04-3136767
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>
NINE FOURTH AVENUE, WALTHAM, MASSACHUSETTS 02154 (781) 290-5888
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
MARK SKALETSKY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
GELTEX PHARMACEUTICALS, INC.
NINE FOURTH AVENUE
WALTHAM, MASSACHUSETTS 02154
(781) 290-5888
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
with copies to:
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<S> <C>
MAUREEN P. MANNING, ESQ. STEVEN D. SINGER, ESQ.
PALMER & DODGE LLP PHILIP P. ROSSETTI, ESQ.
ONE BEACON STREET HALE AND DORR LLP
BOSTON, MASSACHUSETTS 02108 60 STATE STREET
(617) 573-0100 BOSTON, MASSACHUSETTS 02109
(617) 526-6000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
------------------------
If the only securities being registered on this Form are being 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. [X] No. 333-45151.
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. [ ]
CALCULATION OF REGISTRATION FEE
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<S> <C> <C>
- - ------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM
TITLE OF SHARES AGGREGATE AMOUNT OF
TO BE REGISTERED OFFERING PRICE REGISTRATION FEE
- - ------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value......................... $8,150,000 $2,405
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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.
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<PAGE> 2
This registration statement is being filed with respect to the registration of
additional shares of Common Stock, $.01 par value per share, of GelTex
Pharmaceuticals, Inc., a Delaware corporation, (the "Company") for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The
contents of the Company's earlier effective registration statement (File No.
333-45151) are incorporated in this registration statement by reference.
The required opinions and consents are listed on an Exhibit Index attached
hereto and filed herewith.
2
<PAGE> 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Waltham, Commonwealth of Massachusetts, on March 18,
1998.
GELTEX PHARMACEUTICALS, INC.
By: /s/ PAUL J. MELLETT, JR.
------------------------------------
and Finance
Pursuant to 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 indicated.
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<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S> <C>
* President (Principal Executive March 18, 1998
- - --------------------------------------------------- Officer) and Director
Mark Skaletsky
/s/ PAUL J. MELLETT, JR. Vice President March 18, 1998
- - --------------------------------------------------- Administration and Finance
Paul J. Mellett, Jr. (Principal Financial and
Accounting Officer)
* Chairman of the Board and March 18, 1998
- - --------------------------------------------------- Director
Robert J. Carpenter
* Director March 18, 1998
- - ---------------------------------------------------
J. Richard Crout
* Director March 18, 1998
- - ---------------------------------------------------
Henri A. Termeer
* Director March 18, 1998
- - ---------------------------------------------------
Jesse Treu
* Director March 18, 1998
- - ---------------------------------------------------
George M. Whitesides
*By: /s/ PAUL J. MELLETT, JR.
---------------------------------------------
Attorney-in-fact
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3
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
5.1 Opinion of Palmer & Dodge LLP.
23.1 Consent of Ernst & Young LLP, independent auditors to
Company.
23.2 Consent of Hamilton, Brook, Smith and Reynolds, P.C.
23.3 Consent of Palmer & Dodge LLP. Included in Exhibit 5.1.
24.1 Power of Attorney.*
</TABLE>
- - ---------------
* Filed as Exhibit 24.1 to the Company's Registration Statement on Form S-3
(Registration No. 333-45151) filed on January 29, 1998 and incorporated herein
by reference.
<PAGE> 1
EXHIBIT 5.1
[Letterhead of Palmer & Dodge LLP]
TELEPHONE: (617) 573-0100 FACSIMILE: (617) 227-4420
March 18, 1998
GelTex Pharmaceuticals, Inc.
Nine Fourth Avenue
Waltham, MA 02154
Re: Registration Statement on Form S-3
We are rendering this opinion in connection with the Registration
Statement on Form S-3 (the "Registration Statement") filed by GelTex
Pharmaceuticals, Inc. (the "Company") with the Securities and Exchange
Commission pursuant to Rule 462(b) under the Securities Act of 1933,as amended,
on or about the date hereof. The Registration Statement relates to shares of
the Company's common stock being registered in addition to the shares
registered under the Company's registration statement (File No. 333-45151)
filed on January 29, 1998 (the "Original Registration Statement"). The shares
registered under the Registration Statement and the Original Registration
Statement are referred to herein as 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 and are familiar with the proceedings taken by the
Company in connection with the authorization and issuance of the Shares. We
have examined such documents as we consider necessary to render this opinion.
Based upon the foregoing, we are of the opinion that when issued
against payment therefor, the Shares will be duly authorized, validly issued,
fully paid and nonassessable.
We hereby consent to the use of our name under the caption "Legal
Opinions" in the Registration Statement and to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
/s/ Palmer & Dodge LLP
--------------------------------
PALMER & DODGE LLP
<PAGE> 1
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in Amendment
No. 3 to the Registration Statement (Form S-3 No. 333-45151) and related
Prospectus and related 462(b) registration statement to be filed on March 18,
1998 of GelTex Pharmaceuticals, Inc. and to the incorporation by reference
therein (i) of our report dated February 9, 1998, with respect to the financial
statements of Geltex Pharmaceuticals, Inc. included in its Current Report on
Form 8-K/A dated March 16, 1998, filed with the Securities and Exchange
Commission and (ii) our report dated February 21, 1997, with respect to the
financial statements of GelTex Pharmaceuticals, Inc. included in its Form 10-K
for the year ended December 31, 1996, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
Boston, Massachusetts
March 16, 1998
<PAGE> 1
EXHIBIT 23.2
[HAMILTON, BROOK, SMITH & REYNOLDS, P.C. LETTERHEAD]
CONSENT OF SPECIAL COUNSEL FOR GELTEX PHARMACEUTICALS, INC.
We hereby consent to the incorporation by reference of our name, and to
the statements with respect to us, in GelTex Pharmaceuticals, Inc.'s
Registration Statement on Form S-3 filed on or about the date hereof and the
Prospectus relating thereto under the caption "Experts".
HAMILTON, BROOK, SMITH & REYNOLDS, P.C.
Dated: March 18, 1998
