AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 7, 1997
REGISTRATION NO.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
--------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
KOS PHARMACEUTICALS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
--------------------
<TABLE>
<S> <C> <C>
FLORIDA 2834 65-0670898
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
1001 Brickell Bay Drive, Suite 2502, Miami, FL 33131
305-577-3464
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
DANIEL M. BELL
1001 BRICKELL BAY DRIVE, SUITE 2502, MIAMI, FL 33131
305-577-3464
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
--------------------
COPIES TO:
STEVEN SONBERG, ESQ. BRUCE K. DALLAS, ESQ.
HOLLAND & KNIGHT DAVIS POLK & WARDWELL
ONE EAST BROWARD BOULEVARD, SUITE 1300 450 LEXINGTON AVENUE
FORT LAUDERDALE, FL 33301 NEW YORK, NY 10017
954-525-1000 212-450-4000
TELECOPIER NO. 954-463-2030 TELECOPIER NO. 212-450-4800
--------------------
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| 333-17991
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. |_|
--------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS TO BE OFFERING PRICE PER AGGREGATE REGISTRATION
OF SECURITIES TO BE REGISTERED REGISTERED (1) SHARE OFFERING PRICE (2) FEE (3)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value............ 4,772,500 $15.00 $71,587,500 $21,694
================================================================================================================================
</TABLE>
(1) Includes 622,500 shares that the underwriters have an option to purchase
to cover over-allotments, if any.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(a).
(3) Of which $18,296 was previously paid.
--------------------
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, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement on Form S-1 filed by Kos
Pharmaceuticals, Inc. with the Securities and Exchange Commission (File No.
333-17991) pursuant to the Securities Act of 1933, as amended, is incorporated
by reference into this Registration Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Miami,
Florida on March 7, 1997.
KOS PHARMACEUTICALS, INC.
By:/S/ DANIEL M. BELL
-------------------------------------
Daniel M. Bell, President And Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1993, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/S/ DANIEL M. BELL
- ------------------------- President, Chief Executive March 7, 1997
Daniel M. Bell Officer and Director
(Principal Executive Officer)
*
- ------------------------- Chairman of the Board of March 7, 1997
Michael Jaharis Directors
*
- ------------------------- Controller March 7, 1997
Juan F. Rodriguez (Principal Accounting Officer and
Principal Financial Officer)
*
- ------------------------- Vice Chairman of the Board of March 7, 1997
Robert E. Baldini Directors
*
- ------------------------- Director March 7, 1997
Steven Jaharis
*By:/S/ DANIEL M. BELL March 7, 1997
-------------------------------
Daniel M. Bell
Attorney-in-fact
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------- -------------------
5.1 Opinion of Holland & Knight LLP as to the validity of the Common
Stock being registered
23.1 Consent of Holland & Knight LLP (included as part of its opinion filed
as Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
EXHIBIT 5.1
March 7, 1997
Kos Pharmaceuticals, Inc.
1001 Brickell Bay Drive, Suite 2502
Miami, Florida 33131
Re: Initial Public Offering
Gentlemen:
We refer to the Registration Statement (the "Registration Statement") on
Form S-1, filed by Kos Pharmaceuticals, Inc. (the "Company") with the Securities
and Exchange Commission, for the purpose of registering under the Securities Act
of 1933 an aggregate of 4,772,500 shares of the Company's common stock, par
value $.01 per share (the "Common Stock"), to be offered to the public pursuant
to a proposed underwriting agreement (the "Underwriting Agreement") between the
Company and Cowen & Company, Dillon, Read & Co. Inc. and Salomon Brothers Inc,
as representatives of a group of underwriters.
In connection with the foregoing registration, we have acted as counsel for
the Company, and have examined originals, or copies certified to our
satisfaction, of all such corporate records of the Company, certificates of
public officials, and representatives of the Company, and other documents as
we deemed necessary to require as a basis for the opinion hereafter expressed.
Based upon the foregoing, and having regard for legal considerations that
we deem relevant, it is our opinion that:
The Common Stock will be, when and if issued in accordance with the
Underwriting Agreement and the Company's Amended and Restated Articles of
Incorporation, duly authorized, legally issued, and fully paid and
non-assessable.
<PAGE>
Kos Pharmaceuticals, Inc.
March 7, 1997
Page Two
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement, and to the use of our name in the Prospectus
constituting a part thereof in connection with the matters, including certain
intellectual property matters, referred to under the caption "Legal Matters." In
giving this consent, we do not thereby admit that we are included within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations promulgated thereunder.
Very truly yours,
HOLLAND & KNIGHT LLP
By: /S/ STEVEN SONBERG
------------------------
Steven Sonberg
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the use
of our report (and to all references to our Firm) included in or made a part
of this registration statement.
ARTHUR ANDERSEN LLP
Miami, Florida,
March 6, 1997.
