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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 26, 2000
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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GENE LOGIC INC.
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 8731 06-1411336
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or organization) Industrial Identification Number)
Classification Code
Number)
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708 QUINCE ORCHARD ROAD
GAITHERSBURG, MARYLAND 20878
(301) 987-1700
(Address, including zip code and telephone number,
including area code, of Registrant's
principal executive offices)
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MICHAEL J. BRENNAN, M.D., PH.D.
CHIEF EXECUTIVE OFFICER
GENE LOGIC INC.
708 QUINCE ORCHARD ROAD
GAITHERSBURG, MARYLAND 20878
(301) 987-1700
(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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D. BRADLEY PECK, ESQ. FRODE JENSEN, ESQ.
CHRISTOPHER J. KEARNS, ESQ. ROBERT J. RAWN, ESQ.
JANE K. ADAMS, ESQ. WINTHROP, STIMSON, PUTNAM & ROBERTS
COOLEY GODWARD LLP FINANCIAL CENTRE
4365 EXECUTIVE DRIVE, SUITE 1100 695 EAST MAIN STREET
SAN DIEGO, CA 92121 STAMFORD, CONNECTICUT 06904-6760
(858) 550-6000 (203) 348-2300
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as possible 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, 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. [X] (File No.
333-94559)
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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CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE
TITLE OF EACH CLASS OF AMOUNT TO OFFERING OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER SHARE(1) PRICE PRICE REGISTRATION FEE
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Common Stock, $.01 par value per share 805,000 shares $56.00 $45,080,000 $11,902
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(1) The proposed maximum offering price per share is based on the
proposed offering price for the shares of the Company's Common Stock offered
hereby.
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<PAGE> 2
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON
FORM S-3 (FILE NO. 333-94559)
Gene Logic Inc. (the "Company") hereby incorporates by reference into
this Registration Statement on Form S-3 in its entirety the Registration
Statement on Form S-3, as amended (File No. 333-94559), declared effective
January 26, 2000 by the Securities and Exchange Commission (the "Commission"),
including each of the documents filed by the Company with the Commission and
incorporated or deemed to be incorporated therein.
CERTIFICATION
The Company hereby certifies to the Commission that (i) it has
instructed its bank to pay the Commission the filing fee set forth on the cover
page of this Registration Statement by a wire transfer of such amount to the
Commission's account as soon as practicable (but no later than the close of
business on January 27, 2000), (ii) it will not revoke such instructions, (iii)
it has sufficient funds in the relevant account to cover the amount of such
filing fee, and (iv) it will confirm receipt of such instructions by the bank
during regular business hours on January 27, 2000.
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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 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 Gaithersburg, State of Maryland, on January 26, 2000.
GENE LOGIC INC.
By: /s/ MICHAEL J. BRENNAN
---------------------------------------
Michael J. Brennan, M.D., Ph.D.
Chief Executive Officer
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SIGNATURE TITLE DATE
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/s/ MICHAEL J. BRENNAN Chief Executive Officer and January 26, 2000
- ----------------------------- Director (Principal Executive
Michael J. Brennan, M.D., Ph.D. Officer)
/s/ PHILIP L. ROHRER, JR. Chief Financial Officer January 26, 2000
- ----------------------------- (Principal Financial and
Philip L. Rohrer, Jr. Accounting Officer)
/s/ ALAN G. WALTON Chairman of the Board of January 26, 2000
- ----------------------------- Directors
Alan G. Walton, Ph.D., D.Sc.
/s/ JULES BLAKE Director January 26, 2000
- -----------------------------
Jules Blake, Ph.D.
/s/ CHARLES L. DIMMLER Director January 26, 2000
- -----------------------------
Charles L. Dimmler III
/s/ G. ANTHONY GORRY Director January 26, 2000
- -----------------------------
G. Anthony Gorry, Ph.D.
/s/ JEFFREY SOLLENDER Director January 26, 2000
- -----------------------------
Jeffrey Sollender
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Arthur Andersen LLP, Independent Auditors
23.2 Consent of Cooley Godward LLP. Reference is made to
Exhibit 5.1.
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EXHIBIT 5.1
[LETTERHEAD OF COOLEY GODWARD LLP]
January 26, 2000
GENE LOGIC INC.
708 Quince Orchard Road
Gaithersburg, Maryland 20878
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by GENE LOGIC INC., a Delaware corporation (the "Company"), of a
Registration Statement on Form S-3 (the "Abbreviated Registration Statement")
with the Securities and Exchange Commission (the "Commission") pursuant to Rule
462(b) of Regulation C promulgated under the Securities Act of 1933, as amended,
in connection with the issuance and sale of up to 805,000 shares of the
Company's Common Stock (the "Shares") as described in the Abbreviated
Registration Statement. The Shares are to be purchased by certain underwriters
and offered for sale to the public together with the shares registered pursuant
to Registration Statement No. 333-94559, which was declared effective earlier
today (the "Initial Registration Statement"). (Such Initial Registration
Statement, as amended, together with the Abbreviated Registration Statement, is
herein referred to as the "Registration Statement.")
In connection with this opinion, we have examined and relied upon the
Registration Statement and related Prospectus, the Company's Certificate of
Incorporation and Bylaws, as amended, 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, the conformity to
originals of all documents submitted to us as copies thereof and the due
execution and delivery 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 and issued in accordance with the Registration
Statement and related Prospectus, 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.
Sincerely,
Cooley Godward LLP
By: /s/ Christopher J. Kearns
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Christopher J. Kearns
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EXHIBIT 23.1
[ARTHUR ANDERSEN LLP LETTERHEAD]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
included in this registration statement and to the incorporation by reference in
this registration statement of our report dated March 26, 1999 included in Gene
Logic Inc.'s Form 10-K for the year ended December 31, 1998 and to all
references to our Firm included in this registration statement.
Baltimore, Maryland
January 24, 2000
