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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 18, 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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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)
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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. [X] ________ (File No.
333-23407)
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. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS AMOUNT MAXIMUM AGGREGATE AMOUNT OF
OF SECURITIES TO BE TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE
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Common Stock, $.001 par value... 575,000 $10.00 $5,750,000 $1,743
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(1) Includes 75,000 shares that the Underwriters have the option to purchase
solely to cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(a) under the Securities Act of
1933.
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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 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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INCORPORATION BY REFERENCE OF
REGISTRATION STATEMENT ON
FORM S-1 (FILE NO. 333-23407)
Aurora Biosciences Corporation (the "Company") hereby incorporates by
reference into this Registration Statement on Form S-1 in its entirety the
Registration Statement on Form S-1 (File No. 333-23407) declared effective on
June 18, 1997 by the Securities and Exchange Commission (the "Commission"),
including each of the documents filed by the Company with the Commission as
exhibits thereto.
CERTIFICATION
The Company hereby certifies to the Commission that it has instructed its
bank to pay the Commission the filing fee of $1,743 for the additional
securities being registered hereby as soon as practicable (but in any event no
later than the close of business on June 19, 1997; that it will not revoke such
instructions; that it has sufficient funds in the relevant account to cover the
amount of the filing fee; and that it undertakes to confirm receipt of such
instructions by the bank on June 19, 1997.
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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 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
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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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT PAGE
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5.1 Opinion of Cooley Godward LLP. ...........................................
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. ........................................
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<PAGE> 1
Exhibit 5.1
[COOLEY GODWARD LLP LETTERHEAD]
June 18, 1997
Aurora Biosciences Corporation
11149 N. Torrey Pines Road
La Jolla, CA 92037
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Aurora Biosciences Corporation (the "Company") of a
Registration Statement on Form S-1 (the "Registration Statement") with the
Securities and Exchange Commission and the proposed issuance of up to 575,000
shares (including 75,000 shares of Common Stock for which the underwriters have
been granted an over allotment option) of the Company's Common Stock (the
"Shares") as described in the Registration Statement. The Shares are to be
purchased by certain underwriters and offered for sale to the public together
with the shares registered pursuant to Registration Statement No. 333-23407,
which was declared effective on June 18, 1997 (the "Initial Registration
Statement"), pursuant to the terms of an Underwriting Agreement, the form of
which has been filed as an exhibit to the Initial Registration Statement and is
incorporated by reference as an exhibit to the Registration Statement (the
"Underwriting Agreement").
In connection with this opinion, we have (i) examined and relied upon the
Initial Registration Statement and related Prospectus, the Company's Restated
Certificate of Incorporation and Restated Bylaws, and the originals or copies
certified to our satisfaction of such other records, documents, certificates,
memoranda and other instruments as in our judgment we deem necessary or
appropriate to enable us to render the opinion expressed below and (ii) the
genuineness and authenticity of all documents submitted to us as originals, the
conformity to originals of all documents submitted to us as copies thereof and
the due execution and delivery of all documents where due execution and delivery
are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Initial
Registration Statement, the Registration Statement and related Prospectus, will
be validly issued, fully paid, and nonassessable.
We consent to the reference to our firm under the caption "Legal Matters" in the
Prospectus included in the Initial Registration Statement and to the filing of
this opinion as an exhibit to the Registration Statement.
Yours very truly,
Cooley Godward LLP
/s/Thomas A. Coll
Thomas A. Coll
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EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
(Form S-1) for the registration of 575,000 shares of Aurora Biosciences
Corporation's common stock of the reference to our firm under the captions
"Selected Financial Data" and "Experts" and our report dated April 7, 1997
(except Note 11, as to which the date is April 25, 1997) included in the
Registration Statement (Form S-1 No. 333-23407) and related Prospectus of Aurora
Biosciences Corporation filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
San Diego, California
June 18, 1997
<PAGE> 1
EXHIBIT 23.3
CONSENT OF FISH & RICHARDSON P.C.
June 18, 1997
The Board of Directors and Stockholders of
Aurora Biosciences Corporation:
We consent to the reference to our firm under the caption "Experts" and
to the use of our name wherever appearing in the Registration Statement on Form
S-1 (File No. 333-23407) (the "Initial Registration Statement") and related
Prospectus of Aurora Biosciences Corporation, and the incorporation by reference
of the Initial Registration Statement into the Registration Statement on Form
S-1 filed by the Company on June 18, 1997
/s/ JOHN LAND
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FISH & RICHARDSON P.C.
