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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 18, 1997
REGISTRATION NO. 333-23407
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 5
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
AURORA BIOSCIENCES CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 8731 33-0669859
(STATE OR JURISDICTION (PRIMARY STANDARD INDUSTRIAL I.R.S. EMPLOYER
OF INCORPORATION OR CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER
ORGANIZATION)
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11149 NORTH TORREY PINES ROAD
LA JOLLA, CALIFORNIA 92037
(619) 452-5000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
TIMOTHY J. RINK
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
AURORA BIOSCIENCES CORPORATION
11149 NORTH TORREY PINES ROAD
LA JOLLA, CALIFORNIA 92037
(619) 452-5000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
COPIES TO:
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THOMAS A. COLL, ESQ. JEFFREY S. MARCUS, ESQ.
ERIC J. LOUMEAU, ESQ. TAMARA POWELL TATE, ESQ.
COOLEY GODWARD LLP MORRISON & FOERSTER LLP
4365 EXECUTIVE DRIVE, SUITE 1100 1290 AVENUE OF THE AMERICAS
SAN DIEGO, CA 92121 NEW YORK, NY 10104
(619) 550-6000 (212) 468-8000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the Registration Statement becomes effective.
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, 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 of 1933, 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 THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, 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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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-1 and has duly caused this Amendment No. 5 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Diego, County of San Diego, State of
California, on the 18th day of June, 1997.
By: /s/ TIMOTHY J. RINK
------------------------------------
Timothy J. Rink
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 5 to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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/s/ TIMOTHY J. RINK Chairman of the Board, June 18, 1997
- --------------------------------------------- President and Chief Executive
Timothy J. Rink, M.A., M.D., Sc.D. Officer (Principal Executive
Officer)
* Senior Director of Finance June 18, 1997
- --------------------------------------------- and Administration
Deborah J. Tower (Principal Financial and
Accounting Officer)
* Director June 18, 1997
- ---------------------------------------------
J. Gordon Foulkes, Ph.D.
* Director June 18, 1997
- ---------------------------------------------
James C. Blair, Ph.D.
* Director June 18, 1997
- ---------------------------------------------
Kevin J. Kinsella
* Director June 18, 1997
- ---------------------------------------------
Hugh Y. Rienhoff, Jr., M.D.
* Director June 18, 1997
- ---------------------------------------------
Lubert Stryer
* Director June 18, 1997
- ---------------------------------------------
Timothy J. Wollaeger
* By: /s/ TIMOTHY J. RINK
- ---------------------------------------------
Timothy J. Rink, M.A., M.D., Sc.D.
Attorney-In-Fact
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II-6
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT PAGE
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1.1+ Form of Underwriting Agreement. ..........................................
3.1+ Restated Certificate of Incorporation. ...................................
3.2+ Amended and Restated Bylaws. .............................................
3.3+ Certificate of Amendment of Restated Certificate of Incorporation. .......
3.4+ Form of Restated Certificate of Incorporation, to be filed and become
effective upon completion of the offering. ...............................
3.5+ Form of Restated Bylaws to become effective upon completion of the
offering. ................................................................
4.1 Reference is made to Exhibits 3.1, 3.2, 3.3, 3.4 and 3.5. ................
4.2+ Form of Common Stock Certificate. ........................................
4.3+ Amended and Restated Investors' Rights Agreement dated as of December 27,
1996 between the Registrant and the individuals and entities listed in the
signature pages thereto. .................................................
5.1+ Opinion of Cooley Godward LLP. ...........................................
10.1+ Form of Indemnity Agreement entered into between Registrant and its
directors and officers. ..................................................
10.2+ Registrant's 1996 Stock Plan, as amended and restated (the "1996 Stock
Plan"). ..................................................................
10.3+ Form of Incentive Stock Option Agreement under the 1996 Stock Plan. ......
10.4+ Form of Nonstatutory Stock Option Agreement under the 1996 Stock Plan. ...
10.5+ Form of Restricted Stock Purchase Agreement under the 1996 Stock Plan. ...
10.6+ Registrant's Employee Stock Purchase Plan and related offering
document. ................................................................
10.7+ Registrant's Non-Employee Directors' Stock Option Plan. ..................
10.8+ Form of Nonstatutory Stock Option under Registrant's Non-Employee
Directors' Stock Option Plan. ............................................
10.9+ Employment Agreement dated January 23, 1996 between the Registrant and
Timothy J. Rink, as subsequently amended on March 8, 1996. ...............
10.10+ Employment Agreement dated August 6, 1996 between the Registrant and J.
Gordon Foulkes. ..........................................................
10.11+ Preferred Stock Purchase Agreement dated as of March 8, 1996 between the
Registrant and the individuals and entities listed in the signature pages
thereto. .................................................................
10.12+ Series D Preferred Stock Purchase Agreement dated as of December 27, 1996
between the Registrant and the individual and entities listed in the
signature pages thereto. .................................................
10.13+ SubLease dated May 29, 1996 between the Registrant and Torrey Pines
Science Center Limited Partnership, as subsequently amended on August 31,
1996. ....................................................................
10.14+ Master Lease Agreement dated May 17, 1996 between the Registrant and Lease
Management Services Incorporated. ........................................
10.15+ Equipment Financing Agreement dated May 17, 1996 between the Registrant
and Lease Management Services Incorporated. ..............................
10.16+ Security Deposit Pledge Agreement dated May 17, 1996 between the
Registrant and Lease Management Services Incorporated. ...................
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EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT PAGE
- ------- -------------------------------------------------------------------------- ----
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10.17*+ Exclusive License Agreement for Fluorescent Assay Technologies dated June
17, 1996 between the Registrant and The Regents of the University of
California. ..............................................................
10.18*+ License Agreement dated August 2, 1996 between the Registrant and
California Institute of Technology. ......................................
10.19*+ License Agreement dated October 4, 1996 between the Registrant and the
State of Oregon, acting by and through the State Board of Higher Education
on behalf of the University of Oregon. ...................................
10.20*+ Research Agreement dated April 2, 1996 between the Registrant and Sequana
Therapeutics, Inc. .......................................................
10.21*+ Collaboration and License Agreement effective as of April 24, 1996 between
the Registrant and Packard Instrument Company, Inc. ......................
10.22*+ Collaborative Research and License Agreement dated November 26, 1996
between the Registrant and Bristol-Myers Squibb Pharmaceutical Research
Institute. ...............................................................
10.23*+ Collaborative Research and License Agreement dated December 18, 1996
between the Registrant and Eli Lilly and Company. ........................
10.24*+ Collaboration Agreement effective as of February 1, 1997 between the
Registrant and Allelix Biopharmaceuticals Inc. ...........................
10.25+ Multi-Tenant Industrial Lease dated April 7, 1997 between the Registrant
and AEW/LBA Acquisition Co. II, LLC, as subsequently amended on June 12,
1997. ....................................................................
11.1+ Computation of Net Loss per Share. .......................................
23.1 Consent of Ernst & Young LLP, Independent Auditors. ......................
23.2+ Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1. .........
23.3+ Consent of Fish & Richardson P.C. ........................................
24.1+ Power of Attorney. Reference is made to page II-6. .......................
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* Confidential Treatment has been requested with respect to certain portions of
this exhibit. Omitted portions have been filed separately with the Securities
and Exchange Commission.
+ Previously filed.
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EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Selected
Financial Data" and "Experts" and to the use of our report dated April 7, 1997
(except Note 11, as to which the date is April 25, 1997), in Amendment No. 5 to
the Registration Statement (Form S-1 No. 333-23407) and related Prospectus of
Aurora Biosciences Corporation for the registration of 4,025,000 shares of its
common stock.
ERNST & YOUNG LLP
San Diego, California
June 18, 1997
