<PAGE>
As filed with the Securities and Exchange Commission on April 8, 1998
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
TRIANGLE PHARMACEUTICALS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 56-1930728
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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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)
David W. Barry, M.D.
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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COPIES TO:
John A. Denniston, Esq. Michael Lytton, Esq.
John R. Cook, Esq. William T. Whelan, Esq.
Lance S. Kurata, Esq. James T. Barrett, Esq.
BROBECK, PHLEGER & HARRISON LLP PALMER & DODGE LLP
550 West C Street, Suite 1300 One Beacon Street
San Diego, California 92101 Boston, Massachusetts 02108
(619) 234-1966 (617) 573-0100
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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/ 333-47627
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: / /
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<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------- ------------------ ---------------- ------------------- -----------------
Proposed Proposed
Title of Each Class of Amount Maximum Maximum Amount of
Securities to be Registered to be Offering Price Aggregate Registration
Registered(1) Per Share(2) Offering Price(2) Fee
- ------------------------------------------- ------------------ ---------------- ------------------- -----------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value per share 575,000 shares $15.81 $9,090,750 $2,682
=========================================== ================== ================ =================== =================
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(1) Includes 75,000 shares of Common Stock that the Underwriters have the
option to purchase to cover over-allotments, if any.
(2) Estimated solely for the purpose of computing the amount of the
registration fee in accordance with Rule 457(c) under the Securities
Act of 1933.
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<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-3 (File No. 333-47627) relating
to the offering of up to 3,450,000 Shares of Common Stock of the Company filed
on March 10, 1998.
CERTIFICATION
. The Company hereby certifies to the Commission that it has instructed its
bank to pay the Commission the filing fee of $2,682 for the additional
securities being registered hereby as soon as practicable (but in any event
no later than the close of business on April 9, 1998); 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 April 9, 1998.
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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 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 Durham, State of North Carolina, on the 8th day of
April, 1998.
TRIANGLE PHARMACEUTICALS INC.
By: /s/ James A. Klein, Jr.
--------------------------------
James A. Klein, Jr.
CHIEF FINANCIAL OFFICER AND TREASURER
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>
* Chairman of the Board and April 8, 1998
- ---------------------------------------- Chief Executive Officer
(David W. Barry) (Principal Executive Officer)
/s/ James A. Klein, Jr. Chief Financial Officer and Treasurer April 8, 1998
- ---------------------------------------- (Principal Financial and Accounting Officer)
(James A. Klein, Jr.)
* Director, President and Chief Operating Officer April 8, 1998
- ----------------------------------------
(M. Nixon Ellis)
* Director April 8, 1998
- ----------------------------------------
(Anthony B. Evnin)
* Director April 8, 1998
- ----------------------------------------
(Standish M. Fleming)
* Director April 8, 1998
- ----------------------------------------
(Karl Y. Hostetler)
* Director April 8, 1998
- ----------------------------------------
(George McFadden)
* Director April 8, 1998
- ----------------------------------------
(Peter McPartland)
/s/ James A. Klein, Jr.
- ----------------------------------------
(James A. Klein, Jr., attorney-in-fact)
</TABLE>
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EXHIBIT INDEX
Exhibit
NO. DESCRIPTION
5.1 Opinion of Brobeck, Phleger & Harrison LLP with respect to the
securities being registered.
23.1 Consent of Price Waterhouse LLP, Independent Accountants.
23.2 Consent of KPMG Peat Marwick LLP, Independent Auditors.
23.3 Consent of Brobeck, Phleger & Harrison LLP (contained in their opinion
filed as Exhibit 5.1).
23.4 Consent of King & Spalding.
23.5 Consent of Dennis B. Gillings.
+24.1 Power of Attorney.
- -----------------
+ Incorporated by reference to page II-4 of the Company's Registration
Statement on Form S-3 (No. 333-47627) filed on March 10, 1998.
<PAGE>
Exhibit 5.1
April 8, 1998
TRIANGLE PHARMACEUTICALS, INC.
4 University Place
4611 University Drive
Durham, North Carolina 27707
Re: TRIANGLE PHARMACEUTICALS, INC. Registration Statement
on Form S-3 for 575,000 Shares of Common Stock
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 575,000 shares of the Company's Common Stock (the
"Shares") pursuant to the Company's Registration Statement on Form S-3 filed on
April 8, 1998 (the "Registration Statement") pursuant to Rule 462(b)
promulgated by the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Act").
This opinion is being furnished in accordance with the requirements of
Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the issuance and sale of the
Shares. Based on such review, 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 the related prospectus (as amended and supplemented through the
date of issuance) will be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion letter as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus which is part of the Registration Statement.
In giving this consent, we do not thereby admit that we are within the category
of persons whose consent is required under Section 7 of the Act, the rules and
regulations of the Securities and Exchange Commission promulgated thereunder, or
Item 509 of Regulation S-K.
<PAGE>
Triangle Pharmaceuticals, Inc.
Page 2
This opinion letter is rendered as of the date first written above and
we disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company or the
Shares.
Very truly yours,
/s/ Brobeck, Phleger & Harrison LLP
BROBECK, PHLEGER & HARRISON LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated March 3, 1998, relating to the
financial statements of Triangle Pharmaceuticals, Inc. which appears in the
Registration Statement on Form S-3 (File No. 333-47627) of Triangle
Pharmaceuticals, Inc. dated March 10, 1998.
/s/ Price Waterhouse LLP
Raleigh, North Carolina
April 8, 1998
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Triangle Pharmaceuticals, Inc.:
We consent to the incorporation by reference in the Registration Statement
on Form S-3 of Triangle Pharmaceuticals, Inc., of our report dated June 27,
1997, with respect to the consolidated balance sheets of Avid Corporation and
subsidiaries (the Company) as of December 31, 1996 and 1995, and the related
consolidated statements of operations, shareholders' equity, and cash flows
for the years then ended, which report appears on page 5 of the Current
Report on Form 8-K/A of Triangle Pharmaceuticals, Inc. filed November 12,
1997.
Our report dated June 27, 1997, contains an explanatory paragraph that states
that the Company has suffered recurring losses from operations and will
require additional capital to fund future operations, which raises
substantial doubt about the entity's ability to continue as a going concern.
The consolidated financial statements do not include any adjustments which
might result from the outcome of that uncertainty.
/s/ KPMG Peat Marwick LLP
Philadelphia, Pennsylvania
April 8, 1998
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EXHIBIT 23.4
[LETTERHEAD OF KING & SPALDING]
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-3 and related Prospectus of Triangle
Pharmaceuticals, Inc.
/s/ King & Spalding
Dated: April 6, 1998
<PAGE>
EXHIBIT 23.5
CONSENT OF DENNIS B. GILLINGS, Ph.D.
I consent to the reference to myself under the caption
"Management-Executive Officers and Directors" contained in the Prospectus of
Triangle Pharmaceuticals, Inc. which is a part of the Registration Statement
on Form S-3.
/s/ Dennis B. Gillings, Ph.D.
---------------------------------
Dennis B. Gillings, Ph.D.
April 8, 1998
