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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 29, 1999
REGISTRATION NO. 333-72185
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CERUS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C>
DELAWARE 68-0262011
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
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2525 STANWELL DRIVE, SUITE 300
CONCORD, CA 94520
(925) 603-9071
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
STEPHEN T. ISAACS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CERUS CORPORATION
2525 STANWELL DRIVE, SUITE 300
CONCORD, CA 94520
(925) 603-9071
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
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<S> <C>
ALAN C. MENDELSON, ESQ. DAVID J. SEGRE, ESQ.
HOWARD G. ERVIN, ESQ. WILSON SONSINI GOODRICH & ROSATI
ANDREA VACHSS, ESQ. PROFESSIONAL CORPORATION
COOLEY GODWARD LLP 650 PAGE MILL ROAD
ONE MARITIME PLAZA, 20TH FLOOR PALO ALTO, CA 94306
SAN FRANCISCO, CA 94111 (650) 493-9300
(415) 693-2000
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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. [ ]
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. [ ]
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 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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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
The exhibits listed in the Exhibit Index are filed as part of this
Registration Statement.
(a) EXHIBITS.
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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1.1* Form of Underwriting Agreement.
3.1* Amended and Restated Certificate of Incorporation(1).
3.2* Bylaws(1).
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).
24.1* Power of Attorney.
27* Financial Data Schedule.
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* Previously filed.
(1) Filed as an exhibit to Cerus' Registration Statement on Form S-1 (No.
333-11341) and incorporated by reference herein.
(b) FINANCIAL STATEMENT SCHEDULES.
Schedules are omitted because they are not required, they are not
applicable or the information is already included in the financial statements or
the notes thereto.
II-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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
Amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Concord, State of California, on the 29th day of
March, 1999.
CERUS CORPORATION
By: /s/ STEPHEN T. ISAACS
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Stephen T. Isaacs
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment has been signed below by the following persons in the capacities and
on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
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/s/ STEPHEN T. ISAACS President, Chief Executive Officer and March 29, 1999
- --------------------------------------------- Director (Principal Executive Officer)
Stephen T. Isaacs
* Chief Financial Officer and Vice March 29, 1999
- --------------------------------------------- President, Finance (Principal
Robert E. Miller Financial and Accounting Officer)
* Director March 29, 1999
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B.J. Cassin
* Director March 29, 1999
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John E. Hearst
* Director March 29, 1999
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Peter H. McNerney
* Director March 29, 1999
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Dale A. Smith
* Director March 29, 1999
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Henry E. Stickney
*By: /s/ STEPHEN T. ISAACS
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Stephen T. Isaacs
Attorney-in-fact
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II-2
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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23.1 Consent of Ernst & Young LLP, Independent Auditors.
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EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in Amendment
No. 2 to the Registration Statement (Form S-3 No. 333-72185) and related
Prospectus of Cerus Corporation for the registration of shares of its common
stock and to the use of our report dated January 22, 1999, except for Note 2 as
to which the date is January 30, 1999 and Note 5, as to which the date is March
3, 1999, with respect to the financial statements of Cerus Corporation included
and incorporated by reference herein.
/s/ ERNST & YOUNG LLP
Walnut Creek, California
March 24, 1999
