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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 31, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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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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)
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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)
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COPIES TO:
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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 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] 333-72185
CALCULATION OF REGISTRATION FEE
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TITLE OF CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING AGGREGATE AMOUNT OF
REGISTERED REGISTERED(1) PRICE PER SHARE OFFERING PRICE(2) REGISTRATION FEE(2)
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Common Stock, par value
$.001 per share........ 230,000 $21.00 $4,830,000 $1,343
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(1) Includes 30,000 shares of Common Stock issuable upon exercise of the
underwriters' over-allotment option.
(2) Calculated in accordance with Rule 457(c) of the Securities Act of 1933, as
amended, based on the public offering price of $21.00 per share.
THIS REGISTRATION STATEMENT SHALL HEREAFTER BECOME EFFECTIVE IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, ON SUCH
DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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EXPLANATORY NOTE
This registration statement is being filed pursuant to Rule 462(b) and
General Instruction IV of Form S-3. Incorporated by reference herein is, in its
entirety, the Registration Statement on Form S-3 (File No. 333-72185) of Cerus
Corporation, as amended, which was declared effective by the Securities and
Exchange Commission on March 31, 1999.
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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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Concord, State of California, on the 31st 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
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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/s/ STEPHEN T. ISAACS President, Chief Executive March 31, 1999
- ----------------------------------------------------- Officer and Director (Principal
Stephen T. Isaacs Executive Officer)
* Chief Financial Officer and March 31, 1999
- ----------------------------------------------------- Vice President, Finance
Robert E. Miller (Principal Financial and
Accounting)
* Director March 31, 1999
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B.J. Cassin
* Director March 31, 1999
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John E. Hearst
* Director March 31, 1999
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Peter H. McNerney
* Director March 31, 1999
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Dale A. Smith
* Director March 31, 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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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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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).
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EXHIBIT 5.1
[COOLEY GODWARD LETTERHEAD]
March 31, 1999
Cerus Corporation
2525 Stanwell Drive, Suite 300
Concord, CA 94520
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in
connection with the filing by Cerus Corporation, a Delaware corporation (the
"Company"), of a Registration Statement on Form S-3 (the "Registration
Statement") with the Securities and Exchange Commission (the "Commission") on
March 31, 1999 covering the offering of up to an additional 230,000 shares of
the Company's common stock with a par value of $0.01 (including 30,000 shares of
common stock for which the underwriters will be granted an over-allotment
option) (the "Shares").
In connection with this opinion, we have examined and relied upon the
Registration Statement and related Prospectus included therein, the Company's
Restated Certificate of Incorporation and Bylaws, and the originals or copies
certified to our satisfaction of such records, documents, certificates,
memoranda and other instruments as in our judgment are necessary or appropriate
to enable us to render the opinion expressed below. We have assumed the
genuineness and authenticity of all documents submitted to us as originals, and
the conformity to originals 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 in accordance with the Registration
Statement, 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 Registration Statement and to the
filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
COOLEY GODWARD LLP
By: /s/ HOWARD G. ERVIN
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Howard G. Ervin
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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-3) of Cerus Corporation for the registration of shares of its common
stock and to the reference to our firm under the caption "Experts" included in
the Registration Statement on Form S-3 (No. 333-72185) 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 in the Registration Statement on Form S-3 (No.
333-72185).
/s/ Ernst & Young LLP
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Walnut Creek, California
March 29, 1999
