<PAGE>
As filed with the Securities and Exchange Commission on October 31, 1996
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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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)
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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
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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: / /
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount Maximum Maximum Amount of
Title of Each Class of to be Offering Price Aggregate Registration
Securities to be Registered Registered(1) Per Share(2) Offering Price(2) Fee (3)
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<S> <C> <C> <C> <C>
Common Stock, $0.001 par value per share. . . . . 230,000 shares $10.00 $2,300,000 $697
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</TABLE>
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(1) Includes 30,000 shares of Common Stock that the U.S. Underwriters
have the option to purchase to cover over-allotments, if any.
(2) The proposed maximum offering price per share and the proposed maximum
aggregate offering price are based on the proposed offering price for
the shares of the Company's Common Stock offered hereby.
(3) Calculated pursuant to Rule 457.
<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 31st day of October, 1996.
LIGAND PHARMACEUTICALS INCORPORATED
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 October 31, 1996
- -------------------------------------- (Principal Executive Officer)
(David W. Barry)
/s/ James A. Klein, Jr. Chief Financial Officer October 31, 1996
- -------------------------------------- and Treasurer (Principal
(James A. Klein, Jr.) Financial and Accounting Officer)
*
- -------------------------------------- Director, President and October 31, 1996
(M. Nixon Ellis) Chief Operating Officer
* Director October 31, 1996
- --------------------------------------
(Anthony B. Evnin)
* Director October 31, 1996
- --------------------------------------
(Standish M. Fleming)
* Director October 31, 1996
- --------------------------------------
(Karl Y. Hostetler)
* Director October 31, 1996
- --------------------------------------
(George McFadden)
* Director October 31, 1996
- --------------------------------------
(Peter McPartland)
*/s/ David W. Barry October 31, 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.
<PAGE>
EXHIBIT 5.1
OPINION OF BROBECK, PHLEGER & HARRISON LLP
October 31, 1996
Triangle Pharmaceuticals, Inc.
4 University Place
4611 University Drive
Durham, North Carolina 27707
Re: 230,000 SHARES OF COMMON STOCK OF TRIANGLE PHARMACEUTICALS, INC.
Ladies and Gentlemen:
We have acted as counsel to Triangle Pharmaceuticals, Inc., a
Delaware corporation (the "Company"), in connection with the proposed
issuance and sale by the Company of up to 230,000 shares of the Company's
Common Stock (the "Shares"), pursuant to the Company's Registration Statement
on Form S-1 filed on October 31, 1996 pursuant to Rule 462(b) promulgated by
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Registration Statement").
In connection with this opinion, we have examined the Registration
Statement and related Prospectus, the Company's Second Restated Certificate of
Incorporation, the Company's restated 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 (the "Documents"). We are
relying (without any independent investigation thereof) upon the truth and
accuracy of the statements, covenants, representations and warranties set forth
in such Documents.
On the basis of the foregoing, and in reliance thereon, we are of the
opinion that the Shares have been duly authorized, and if, as and when issued in
accordance with the Registration Statement and Prospectus (as amended and
supplemented through the date of issuance) will be validly issued, fully paid
and nonassessable.
<PAGE>
Triangle Pharmaceuticals, Inc. October 31, 1996
Page 2
We consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to all references to us in the
Registration Statement, the Prospectus and any further amendments thereto.
Subject to the foregoing sentence, this opinion is given as of the date hereof
solely for your benefit and may not be relied upon, circulated, quoted or
otherwise referred to for any purpose without our prior written consent.
Very truly yours,
/s/ Brobeck, Phleger & Harrison LLP
BROBECK, PHLEGER & HARRISON LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF BROBECK, PHLEGER & HARRISON LLP
(Contained in Exhibit 5.1)
<PAGE>
EXHIBIT 23.2
CONSENT INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 of our report dated April 26, 1996 relating
to the financial statements of Triangle Pharmaceuticals, Inc., which appears in
such Prospectus. We also consent to the references to us under the headings
"Experts" and "Selected Financial Data" in such Prospectus. However, it should
be noted hat Price Waterhouse LLP has not prepared or certified such "Selected
Financial Data."
PRICE WATERHOUSE LLP
Raleigh, North Carolina
October 29, 1996
<PAGE>
<PAGE>
EXHIBIT 23.3
[LETTERHEAD]
CONSENT FORM
The undersigned hereby consent to the use of our name and the statement with
respect to us that appears under the heading "Experts" in the Registration
Statement on Form S-1 and related Prospectus of Triangle Pharmaceuticals, Inc.
KILPATRICK & CODY, L.L.P.
Dated: October 31, 1996 /s/ Kilpatrick & Cody L.L.P.
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