<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 3, 2000
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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ROSETTA INPHARMATICS, INC.
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C> <C>
DELAWARE 8731 91-1770023
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
</TABLE>
12040 115TH AVENUE N.E.
KIRKLAND, WA 98034
(425) 820-8900
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
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STEPHEN H. FRIEND, M.D., PH.D.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
12040 115TH AVENUE N.E.
KIRKLAND, WA 98034
(425) 820-8900
(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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<S> <C>
MARK J. HANDFELT WILLIAM T. WHELAN
JOHN W. ROBERTSON JOHN J. CHENEY, III
MEGAN L. MUIR MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO,
VENTURE LAW GROUP P.C.
A PROFESSIONAL CORPORATION ONE FINANCIAL CENTER
4750 CARILLON POINT BOSTON, MA 02111
KIRKLAND, WA 98033 (617) 542-6000
(425) 739-8700
</TABLE>
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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.
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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, 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/ 333-32780
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 this form is a post-effective amendment filed pursuant to Rule 462(d)
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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<CAPTION>
TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) SHARE(2) OFFERING PRICE(2) REGISTRATION FEE(3)
<S> <C> <C> <C> <C>
Common Stock, par value
$0.001 230,000 $14.00 $3,220,000 $850
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(1) Includes 30,000 shares of common stock issuable upon exercise of the
underwriters' over-allotment option.
(2) Estimated solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457(a) under the Securities Act.
(3) Paid herewith.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE 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) under the
Securities Act of 1933, as amended. This Registration Statement relates to the
initial public offering of Common Stock of Rosetta Inpharmatics, Inc.
contemplated by a Registration Statement on Form S-1, Securities and Exchange
Commission File No. 333-32780 (the "Prior Registration Statement") and is filed
solely to increase the number of shares to be offered in such offering by
200,000 shares plus up to 30,000 additional shares that may be sold pursuant to
the Underwriters' over-allotment option. The contents of the Prior Registration
Statement, declared effective on August 2, 2000, including the exhibits thereto,
are hereby incorporated by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Registration Statement on Form S-1 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of Kirkland,
State of Washington on August 3, 2000.
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<S> <C>
ROSETTA INPHARMATICS, INC.
By: /s/ JOHN J. KING, II
--------------------------------------------
John J. King, II
SENIOR VICE PRESIDENT
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
*
--------------------------------- President, Chief Executive Officer and August 3,
Stephen H. Friend, M.D., Ph.D. Director (Principal Executive Officer) 2000
/s/ JOHN J. KING, II
--------------------------------- Senior Vice President, Chief Operating August 3,
John J. King, II Officer and Director 2000
* Senior Vice President, Chief Financial
--------------------------------- Officer (Principal Financial and August 3,
Gregory Sessler Accounting Officer) 2000
*
--------------------------------- Director August 3,
Steven Gillis, Ph.D. 2000
*
--------------------------------- Director August 3,
Bill Buffington 2000
*
--------------------------------- Director August 3,
Ruth Kunath 2000
*
--------------------------------- Director August 3,
Peter Svenillson 2000
*
--------------------------------- Director August 3,
Charles P. Waite 2000
*
--------------------------------- Director August 3,
Harvey S. Sadow, Ph.D. 2000
*
--------------------------------- Director August 3,
William W. Ericson 2000
</TABLE>
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<S> <C>
*By: /s/ JOHN J. KING, II
---------------------------
John J. King, II
Attorney-In-Fact
</TABLE>
II-6
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT NO. DESCRIPTION
--------------------- ------------------------------------------------------------
<C> <S>
1.1* Underwriting Agreement
5.1 Opinion of Venture Law Group, A Professional Corporation
23.1 Consent of PriceWaterhouseCoopers LLP, Independent Auditors
23.3 Consent of Venture Law Group, A Professional Corporation
(included in Exhibit 5.1)
24.1* Power of Attorney
</TABLE>
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* Incorporated by reference from the Registration Statement on Form S-1 of the
Registrant, File No. 333-32780
