<PAGE>
As filed with the Securities and Exchange Commission on November 5, 1996
Registration No. 333-15291
- - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
TRIANGLE PHARMACEUTICALS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 2834 56-1930728
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Identification No.)
incorporation or Number)
organization)
4 University Place, 4611 University Drive, Durham, North Carolina 27707
(919)493-5980
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
Dr. David W. Barry
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
TRIANGLE PHARMACEUTICALS, INC.
4 University Place, 4611 University Drive, Durham,
North Carolina 27707 (919) 493-5980
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
--------------------
WITH COPIES TO:
John A. Denniston, Esq. Mary A. Bernard, Esq.
John R. Cook, Esq. KING & SPALDING
BROBECK, PHLEGER & HARRISON LLP 120 West 45th Street
550 West "C" Street, Suite 1300 New York, New York 10036
San Diego, California 92101 (212) 556-2100
(619) 234-1966
--------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, 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, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering: x 333-11793
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: / /
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement filed under the Securities Act of 1933, as
amended, by Triangle Pharmaceuticals, Inc. (the "Company") with the Securities
and Exchange Commission (the "Commission") hereby incorporates by reference the
contents of the Registration Statement on Form S-1 (File No. 333-11793) relating
to the offering of up to 4,600,000 Shares of Common Stock of the Company filed
on September 11, 1996.
CERTIFICATION
The Company hereby certifies to the Commission that it has instructed its
bank to pay the Commission the filing fee of $697 for the additional
securities being registered hereby as soon as practicable (but in any event no
later than the close of business on November 1, 1996); 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 November 1, 1996.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Durham, County of Durham, State of North Carolina, on
the 5th day of November, 1996.
TRIANGLE PHARMACEUTICALS, INC.
By: /s/ David W. Barry
----------------------------------------
David W. Barry,
Chairman 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.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ David W. Barry Chairman and Chief Executive Officer November 5, 1996
- - -------------------------------------- (Principal Executive Officer)
(David W. Barry)
/s/ James A. Klein, Jr. Chief Financial Officer November 5, 1996
- - -------------------------------------- and Treasurer (Principal
(James A. Klein, Jr.) Financial and Accounting Officer)
*
- - -------------------------------------- Director, President and November 5, 1996
(M. Nixon Ellis) Chief Operating Officer
* Director November 5, 1996
- - --------------------------------------
(Anthony B. Evnin)
* Director November 5, 1996
- - --------------------------------------
(Standish M. Fleming)
* Director November 5, 1996
- - --------------------------------------
(Karl Y. Hostetler)
* Director November 5, 1996
- - --------------------------------------
(George McFadden)
* Director November 5, 1996
- - --------------------------------------
(Peter McPartland)
*/s/ David W. Barry November 5, 1996
- - --------------------------------------
(David W. Barry, attorney-in-fact)
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
------- -----------
*5.1 Opinion of Brobeck, Phleger & Harrison LLP with respect to the
Common Stock being registered.
*23.1 Consent of Brobeck, Phleger & Harrison LLP (contained in their
opinion filed as Exhibit 5.1).
*23.2 Consent of Price Waterhouse LLP, Independent Accountants.
*23.3 Consent of Kilpatrick & Cody LLP.
+24.1 Power of Attorney.
_______________________
+ Incorporated by reference to page II-7 of the Company's Registration
Statement on Form S-1 (No. 333-11793) filed on September 11, 1996.
* Previously Filed.
