<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 19, 2000
REGISTRATION NO. 333-93853
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
ON
FORM S-3
Under
THE SECURITIES ACT OF 1933
--------------
UNITED THERAPEUTICS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C> <C>
DELAWARE 2836 52-1984749
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
</TABLE>
1110 SPRING STREET
SILVER SPRING, MD 20910
(301) 608-9292
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
--------------
MARTINE A. ROTHBLATT
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
UNITED THERAPEUTICS CORPORATION
1110 SPRING STREET
SILVER SPRING, MD 20910
(301) 608-9292
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
--------------
COPIES TO:
LADAWN NAEGLE, ESQ.
BRYAN CAVE LLP
700 THIRTEENTH STREET, N.W.
SUITE 700
WASHINGTON, DC 20005
(202) 508-6000
FAX: (202)508-6200
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities 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. [X]
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. [ ]
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. [ ]
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 THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
<PAGE> 2
SUBJECT TO COMPLETION
JUNE 19, 2000
The information in this preliminary prospectus is not complete and may be
changed. The selling shareholders may not sell these securities until the
registration statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities and it is
not soliciting an offer to buy these securities in any state where the offer or
sale is not permitted.
[UNITED THERAPEUTICS CORPORATION LOGO]
PROSPECTUS
UNITED THERAPEUTICS CORPORATION
2,500,000 Shares of Common Stock
(par value, $.01 per share)
The selling stockholders are offering to sell 2,500,000 shares of
United Therapeutics' common stock. United Therapeutics will not receive any of
the proceeds from sales of these shares by the selling stockholders.
The selling stockholders acquired the offered shares directly from
United Therapeutics in a private placement dated as of December 22, 1999. The
selling stockholders may sell the shares at prices determined by the prevailing
market price for the shares or in negotiated transactions. The selling
stockholders may also sell the shares to or with the assistance of
broker-dealers.
United Therapeutics' common stock is traded on the Nasdaq National
Market under the symbol "UTHR." On June 16, 2000, the closing bid price of the
common stock as reported on the Nasdaq National Market was $88.05 per share.
BEFORE BUYING ANY SHARES YOU SHOULD READ THE DISCUSSION OF MATERIAL RISKS OF
INVESTING IN COMMON STOCK IN "RISK FACTORS" BEGINNING ON PAGE 1.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is June __, 2000.
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Risk Factors...........................................................................................1
The Company............................................................................................8
Use of Proceeds........................................................................................8
Selling Stockholders...................................................................................9
Plan of Distribution..................................................................................11
Cautionary Statement Regarding Forward-Looking Statements.............................................12
Lawyers...............................................................................................12
Experts...............................................................................................12
Additional Information................................................................................13
Information Incorporated by Reference.................................................................13
</TABLE>
i
<PAGE> 4
RISK FACTORS
This offering involves a high degree of risk. You should carefully
consider the risks and uncertainties described below and the other information
in and incorporated by reference in this prospectus before deciding whether to
invest in United Therapeutics' common stock. If any of the following risks
actually occur, United Therapeutics' business, financial condition or operating
results could be materially adversely affected. This could cause the market
price of the common stock to decline, and you may lose part or all of your
investment.
IF UNITED THERAPEUTICS' PRODUCTS FAIL IN CLINICAL STUDIES, UNITED THERAPEUTICS
WILL BE UNABLE TO OBTAIN FDA APPROVAL AND WILL NOT BE ABLE TO SELL THOSE
PRODUCTS.
In order to sell its products, United Therapeutics must receive
regulatory approval for its products. To obtain those approvals, United
Therapeutics must conduct clinical studies demonstrating that the drug and the
delivery mechanism for the drug are safe and effective. If United Therapeutics
cannot obtain FDA approval for a product, that product cannot be sold and United
Therapeutics' revenues will suffer. United Therapeutics has completed its
pivotal Phase III clinical study for Uniprost for advanced pulmonary
hypertension and has started Phase II clinical studies for Uniprost for
late-stage peripheral vascular disease. United Therapeutics has commenced a
Phase III clinical trial program to treat early-stage peripheral vascular
disease with beraprost and has commenced a Phase III clinical trial program to
treat early-stage pulmonary hypertension with beraprost. United Therapeutics is
still developing studies for its other products and has only completed
pre-clinical studies for a recently acquired drug delivery mechanism. United
Therapeutics' ongoing clinical studies might be delayed or halted for various
reasons, including:
- The drug is not effective, or physicians think that the drug is
not effective;
- Patients experience severe side effects during treatment;
- Patients die during the clinical study because their disease is
too advanced or because they experience medical problems that are
not related to the drug being studied;
- Patients do not enroll in the studies at the rate United
Therapeutics expects; and
- Drug supplies are not sufficient to treat the patients in the
studies.
In addition, the FDA and foreign regulatory authorities have
substantial discretion in the approval process. The FDA and foreign regulatory
authorities may not agree that United Therapeutics has demonstrated that its
products are safe and effective.
IF UNITED THERAPEUTICS CANNOT MAINTAIN REGULATORY APPROVALS FOR ITS PRODUCTS, IT
CANNOT SELL THOSE PRODUCTS AND ITS REVENUES WILL SUFFER.
The process of obtaining and maintaining regulatory approvals for
new drugs is lengthy, expensive and uncertain. The manufacturing, distribution,
advertising and marketing of these products are subject to extensive regulation.
Any new product approvals United Therapeutics receives in the future could
include significant restrictions on the use or marketing of the product. Product
approvals, if granted, can be withdrawn for failure to comply with regulatory
requirements or upon the occurrence of adverse events following commercial
introduction of the products. If approvals are withdrawn for a product, United
Therapeutics cannot sell that product and its revenues will suffer. In addition,
governmental authorities could seize United Therapeutics' products or force
United Therapeutics to recall its products. Finally, United Therapeutics and its
officers and directors could be subject to civil and criminal penalties for
failure to comply with these regulatory requirements.
1
<PAGE> 5
UNITED THERAPEUTICS HAS A HISTORY OF LOSSES AND MAY NOT BE PROFITABLE.
United Therapeutics has lost money since its inception in 1996, and
its accumulated deficit was approximately $57.2 million at March 31, 2000.
United Therapeutics expects to incur substantial additional losses over the next
several years, whether or not it generates revenue, as it expands clinical
studies and continues to develop its products. United Therapeutics expects its
quarterly and annual operating results to fluctuate, depending primarily on the
following factors:
- Timing of regulatory approvals and commercial sales of its
products;
- Level of patient demand for its products;
- Timing of payments to licensors and corporate partners; and
- Timing of investments in new technologies.
United Therapeutics' products are in clinical studies and the
related regulatory approval process, and United Therapeutics is not yet selling
any of its products. United Therapeutics might not obtain regulatory approvals
for its products, including its lead products, Uniprost and beraprost, and may
not be able to sell its products commercially. Even if United Therapeutics sells
its products, United Therapeutics may not ever be profitable and may not be able
to sustain any profitability it achieves.
DISCOVERIES OR DEVELOPMENTS OF NEW TECHNOLOGIES BY OTHERS MAY MAKE UNITED
THERAPEUTICS' PRODUCTS OBSOLETE.
Other companies may conduct research, make discoveries or introduce
new products that render all or some of United Therapeutics' technologies and
products obsolete or not commercially viable. Researchers are continually
learning more about pulmonary and vascular diseases that may lead to new
technologies to treat the diseases. In addition, alternative approaches to
treating chronic diseases, such as gene therapy, may make United Therapeutics'
products obsolete or noncompetitive.
UNITED THERAPEUTICS' PRODUCTS MAY NOT BE COMMERCIALLY SUCCESSFUL BECAUSE
PHYSICIANS AND PATIENTS MAY NOT ACCEPT THEM.
Even if regulatory authorities approve United Therapeutics'
products, those products may not be commercially successful. United Therapeutics
expects that most of its products, including Uniprost, will be very expensive.
Patient acceptance of and demand for United Therapeutics' products will depend
largely on the following factors:
- Acceptance by physicians and patients of United
Therapeutics' products as safe and effective therapies;
- Reimbursement of drug and treatment costs by third-party
payors;
- Pricing of alternative products;
- Convenience and ease of administration of United
Therapeutics' products; and
- Prevalence and severity of side effects associated with
United Therapeutics' products.
2
<PAGE> 6
IF THIRD-PARTY PAYORS WILL NOT REIMBURSE PATIENTS FOR UNITED THERAPEUTICS' DRUG
PRODUCTS, SALES WILL SUFFER.
United Therapeutics' commercial success will depend in part on
third-party payors agreeing to reimburse patients for the costs of United
Therapeutics' products. Third-party payors frequently challenge the pricing of
new drugs. United Therapeutics expects that its products will be very expensive.
Third-party payors may not approve United Therapeutics' products for
reimbursement. If third-party payors do not approve a United Therapeutics'
product for reimbursement, sales will suffer as patients will opt for a
competing product that is approved for reimbursement.
UNITED THERAPEUTICS RELIES ON THIRD PARTIES TO DEVELOP, MARKET, DISTRIBUTE AND
SELL ITS PRODUCTS AND THOSE THIRD PARTIES MAY NOT PERFORM.
United Therapeutics does not have the ability to independently
conduct clinical studies, obtain regulatory approvals, market, distribute or
sell its products and intends to rely substantially on experienced third parties
to perform all of those functions. United Therapeutics may not locate acceptable
contractors or enter into favorable agreements with them. If third parties do
not successfully carry out their contractual duties or meet expected deadlines,
United Therapeutics will be unable to get marketing approvals and will be unable
to sell its products. MiniMed Inc. is United Therapeutics' exclusive partner for
the subcutaneous delivery of Uniprost using the MiniMed Inc. microinfusion
device in the field of pulmonary hypertension. United Therapeutics is relying on
MiniMed's experience, expertise and performance. If MiniMed is unsuccessful in
its efforts, United Therapeutics' revenues will suffer.
UNITED THERAPEUTICS HAS LIMITED EXPERIENCE WITH MANUFACTURING AND DEPENDS ON
THIRD PARTIES, WHO MAY NOT PERFORM, TO SYNTHESIZE AND MANUFACTURE MANY OF ITS
PRODUCTS.
United Therapeutics itself has limited experience with
manufacturing. In October 1999, United Therapeutics acquired SynQuest, Inc., a
company that manufactured Uniprost for United Therapeutics. Prior to this
acquisition United Therapeutics had no experience with manufacturing. Although
in connection with the acquisition of SynQuest, United Therapeutics retained the
employees and managers of SynQuest, United Therapeutics may be unsuccessful in
developing and maintaining drug manufacturing operations. United Therapeutics is
highly dependent on SynQuest's current management and key scientific and
technical personnel, including Dr. Robert M. Moriarty, President and Chief
Scientific Officer.
United Therapeutics relies on third parties for the manufacture of
all its other products. United Therapeutics is relying on Cook Imaging
Corporation for the formulation of Uniprost. United Therapeutics relies on
Magellan Laboratories Incorporated to test the purity and stability of each
batch of Uniprost. United Therapeutics relies exclusively on Toray Industries,
Inc. to manufacture beraprost and on Global Medical Enterprises Ltd. to supply
Ketotop. United Therapeutics' manufacturing strategy presents the following
risks:
- The manufacturing processes for some of United
Therapeutics' products have not been tested in quantities
needed for commercial sales;
- Delays in scale-up to commercial quantities could delay
clinical studies, regulatory submissions and
commercialization of United Therapeutics' products;
- A long lead time is needed to manufacture Uniprost, and the
manufacturing process is complex;
- United Therapeutics and manufacturers of United
Therapeutics' products are subject to the FDA's good
manufacturing practices regulations and similar foreign
standards, and although United Therapeutics controls
compliance issues with respect to the work conducted by
SynQuest, the company does not have control over compliance
with these regulations by its third-party manufacturers;
3
<PAGE> 7
- If United Therapeutics has to change to another
manufacturing contractor or abandon its captive
manufacturing operations, FDA and comparable foreign
regulators would require new testing and compliance
inspections and the new manufacturer would have to be
educated in the processes necessary for the production of
the affected product;
- Without satisfactory long-term agreements with its
manufacturers, United Therapeutics will not be able to
develop or commercialize its products, other than Uniprost,
as planned or at all and will have to rely solely on the
manufacturing capacity the company acquired through
SynQuest;
- Without substantial experience in operating a manufacturing
facility, United Therapeutics may not be able to
successfully manufacture Uniprost; and
- United Therapeutics may not have intellectual property
rights, or may have to share intellectual property rights,
to many improvements in the manufacturing processes or new
manufacturing processes for its products.
Any of these factors could delay clinical studies or
commercialization of United Therapeutics' products, entail higher costs and
result in United Therapeutics being unable to effectively sell its products.
IF THE LICENSES UNITED THERAPEUTICS DEPENDS ON ARE BREACHED OR TERMINATED,
UNITED THERAPEUTICS WOULD LOSE ITS RIGHT TO DEVELOP AND SELL THE PRODUCTS
COVERED BY THE LICENSES.
United Therapeutics acquires or licenses drugs which have been
discovered and initially developed by others. In addition, United Therapeutics
has obtained and will be required to obtain licenses to third-party technology
to conduct its business, including licenses for its products and a license for
the MiniMed microinfusion device. This dependence on licenses has the following
risks:
- United Therapeutics may not be able to obtain future
licenses at a reasonable cost or at all;
- If any of United Therapeutics' licenses are terminated,
United Therapeutics will lose its rights to develop and
market some or all of its products;
- The licenses that United Therapeutics holds generally
provide for termination by the licensor in the event United
Therapeutics breaches the license agreement, including by
failing to pay royalties and other fees on a timely basis;
- In the event that Glaxo Wellcome or Pharmacia & Upjohn
terminate their agreements, United Therapeutics will have
no further rights to utilize their patents or trade secrets
to develop and commercialize Uniprost; and
- If licensors fail to maintain the intellectual property
licensed to United Therapeutics as required by most of
United Therapeutics' license agreements, United
Therapeutics may lose its rights to develop and market some
or all of its products and may be forced to incur
substantial additional costs to maintain the intellectual
property itself or force the licensor to do so.
4
<PAGE> 8
IF UNITED THERAPEUTICS' PATENT AND OTHER INTELLECTUAL PROPERTY PROTECTION IS
INADEQUATE, UNITED THERAPEUTICS' SALES AND PROFITS COULD SUFFER OR COMPETITORS
COULD FORCE UNITED THERAPEUTICS' PRODUCTS COMPLETELY OUT OF THE MARKET.
The U.S. patent for the method of treating pulmonary hypertension
with UT-15 expires in 2009. The U.S. patents for the beraprost composition of
matter and synthesis expire in 2003 and 2010. United Therapeutics may not be
able to extend these or any other patents. Ketotop is patented in the United
States, but not in any other jurisdiction where United Therapeutics has
marketing rights. Competitors may develop products based on the same active
ingredients as United Therapeutics' products, including Uniprost, and market
those products after the patents expire, or may design around United
Therapeutics' existing patents. If this happens, United Therapeutics' sales
would suffer and United Therapeutics' profits could be severely impacted.
The issued beraprost patents do not cover methods of treating any
disease, including pulmonary hypertension or peripheral vascular disease, using
beraprost. The issued Ketotop patent in the United States does not cover methods
of treating osteoarthritis with Ketotop. Patents may be issued to others which
prevent the manufacture or sale of United Therapeutics' products. United
Therapeutics may have to license those patents and pay significant fees or
royalties to the owners of the patents in order to keep marketing its products.
This would cause profits on sales to suffer.
United Therapeutics has filed a patent application in the United
States for the synthesis of UT-15, but this and other patent applications which
have been or may be filed by United Therapeutics may not issue. The scope of any
patent that issues may not be sufficient to protect United Therapeutics'
technology. The laws of foreign jurisdictions in which United Therapeutics
intends to sell its products may not protect the company's rights to the same
extent as the laws of the United States.
In addition to patent protection, United Therapeutics also relies on
trade secrets, proprietary know-how and technology advances. United Therapeutics
enters into confidentiality agreements with its employees and others, but these
agreements may not be effective in protecting the company's proprietary
information. Others may independently develop substantially equivalent
proprietary information or obtain access to United Therapeutics' know-how.
Litigation, which is very expensive, may be necessary to enforce or
defend United Therapeutics' patents or proprietary rights and may not end
favorably for United Therapeutics. Any of United Therapeutics' licenses, patents
or other intellectual property may be challenged, invalidated, canceled,
infringed or circumvented and may not provide any competitive advantage to
United Therapeutics.
UNITED THERAPEUTICS MAY NOT HAVE, OR MAY HAVE TO SHARE RIGHTS TO, FUTURE
INVENTIONS ARISING FROM ITS OUTSOURCING AGREEMENTS AND MAY LOSE POTENTIAL
PROFITS OR SAVINGS.
Pursuant to United Therapeutics' agreement with MiniMed concerning
the subcutaneous delivery of Uniprost, any new inventions or intellectual
property that arise from United Therapeutics' activities with MiniMed will be
owned jointly by United Therapeutics and MiniMed. Under United Therapeutics'
agreement with Shearwater Polymers, Inc. concerning pegylation, any inventions
that relate to a non-prostacyclin pegylation method will be owned by Shearwater
Polymers. If United Therapeutics does not have rights to new developments or
inventions that arise during the terms of these agreements, or United
Therapeutics has to share the rights with others, United Therapeutics will lose
the benefit of the new rights which may mean a loss of future profits or savings
generated from improved technology.
5
<PAGE> 9
IF UNITED THERAPEUTICS' HIGHLY QUALIFIED MANAGEMENT AND TECHNICAL PERSONNEL
LEAVE THE COMPANY, ITS BUSINESS MAY SUFFER.
United Therapeutics is highly dependent on its current management
and key scientific and technical personnel, including Ms. Martine A. Rothblatt,
Chairman of the Board and Chief Executive Officer, Dr. James W. Crow, President
and Chief Operating Officer, Dr. Gilles Cloutier, Executive Vice President,
Business Development and Treasurer, Shelmer D. Blackburn, Jr., Vice President of
Operations, Dr. Roger Jeffs, Director of Research, Development and Medical, and
Dr. Robert M. Moriarty, President and Chief Scientific Officer of SynQuest,
Inc., United Therapeutics' manufacturing subsidiary. United Therapeutics does
not maintain key person life insurance. United Therapeutics' success will depend
in part on retaining the services of its existing management and key personnel
and attracting and retaining new highly qualified personnel. Expertise in the
field of pulmonary and vascular disease is not generally available in the
market, and competition for qualified management and personnel is intense.
UNITED THERAPEUTICS MAY NOT SUCCESSFULLY COMPETE WITH ESTABLISHED DRUG
COMPANIES.
United Therapeutics competes with established drug companies during
product development for, among other things, funding, access to licenses,
personnel and third-party collaborators. United Therapeutics will also compete
with these companies following approval of its products. Almost all of these
companies have substantially greater financial, marketing, sales, distribution
and technical resources, and more experience in research and development,
clinical trials and regulatory matters, than United Therapeutics. United
Therapeutics is aware of existing treatments that will compete with its
products. If United Therapeutics cannot successfully compete with new or
existing products, United Therapeutics' marketing and sales will suffer and it
may not ever be profitable.
IF UNITED THERAPEUTICS NEEDS ADDITIONAL FINANCING AND CANNOT OBTAIN IT, PRODUCT
DEVELOPMENT AND SALES MAY BE LIMITED.
United Therapeutics may need to spend more money than currently
expected because it may need to change its product development plans or product
offerings to address difficulties with clinical studies or preparing for
commercial sales. United Therapeutics may not be able to obtain additional funds
on commercially reasonable terms or at all. If additional funds are not
available, United Therapeutics may be compelled to delay clinical studies,
curtail operations or obtain funds through collaborative arrangements that may
require it to relinquish rights to certain of its products or potential markets.
UNITED THERAPEUTICS MAY NOT HAVE ADEQUATE INSURANCE AND MAY HAVE SUBSTANTIAL
EXPOSURE TO PAYMENT OF PRODUCT LIABILITY CLAIMS.
The testing, manufacture and marketing of human drugs involves
product liability risks. Although United Therapeutics has product liability
insurance, United Therapeutics may not be able to maintain this product
liability insurance at an acceptable cost, if at all, and this insurance may not
provide adequate coverage against potential losses. If claims or losses exceed
United Therapeutics' liability insurance coverage, United Therapeutics may go
out of business.
UNITED THERAPEUTICS' STOCK PRICE COULD BE VOLATILE AND COULD DECLINE.
The market prices for securities of drug companies are highly
volatile, and there are significant price and volume fluctuations in the market
that may be unrelated to particular companies' operating performances. United
Therapeutics' stock price could decline suddenly due to the following factors:
- Results of clinical trials;
- Timing of regulatory approvals;
- Fluctuations in operating results;
6
<PAGE> 10
- Announcements by United Therapeutics or others of
technological innovations or new products;
- Failure to meet estimates or expectations of securities
analysts;
- Rate of product acceptance;
- Developments in patent or other proprietary rights;
- Public concern as to the safety of products developed by
United Therapeutics or by others;
- Future sales of substantial amounts of common stock by
existing United Therapeutics stockholders; and
- General market conditions.
FUTURE SALES OF SHARES MAY DEPRESS THE STOCK PRICE.
If the stockholders sell a substantial number of shares of United
Therapeutics' common stock in the public market, or investors become concerned
that substantial sales might occur, the market price of the common stock could
decrease. Such a decrease could make it difficult for United Therapeutics to
raise capital by selling stock or to pay for acquisitions using stock. To the
extent outstanding options or warrants are exercised or additional shares of
capital stock are issued, existing stockholders may incur additional dilution.
EXISTING DIRECTORS AND EXECUTIVE OFFICERS OF UNITED THERAPEUTICS OWN A
SUBSTANTIAL BLOCK OF STOCK AND MIGHT BE ABLE TO DIRECT THE OUTCOME OF MATTERS
REQUIRING STOCKHOLDER APPROVAL.
United Therapeutics' directors and executive officers beneficially
own approximately 31 percent of its outstanding common stock. Accordingly, these
stockholders as a group might be able to direct the outcome of matters requiring
approval by United Therapeutics' stockholders, including the election of its
directors. Such stockholder control could delay or prevent a change of control
of United Therapeutics.
BECAUSE OF "ANTI-TAKEOVER" PROVISIONS IN UNITED THERAPEUTICS' CERTIFICATE OF
INCORPORATION AND BYLAWS, A THIRD PARTY MAY BE DISCOURAGED FROM MAKING A
TAKEOVER OFFER WHICH COULD BE BENEFICIAL TO UNITED THERAPEUTICS AND THE PUBLIC
STOCKHOLDERS.
Certain provisions of United Therapeutics' Amended and Restated
Certificate of Incorporation and Amended and Restated By-Laws, and the
anti-takeover provisions of Section 203 of the Delaware General Corporation Law,
could delay or prevent a third party from acquiring United Therapeutics or
replacing members of the United Therapeutics board of directors, even if the
acquisition or the replacements would be beneficial to United Therapeutics'
stockholders. These factors could also reduce the price that certain investors
might be willing to pay for shares of the common stock and result in the market
price being lower than it would be without these provisions.
IF STOCKHOLDERS DO NOT RECEIVE DIVIDENDS, STOCKHOLDERS MUST RELY ON STOCK
APPRECIATION FOR ANY RETURN ON THEIR INVESTMENT IN UNITED THERAPEUTICS.
United Therapeutics has never declared or paid cash dividends on any
of its capital stock. United Therapeutics currently intends to retain its
earnings for future growth and therefore does not anticipate paying cash
dividends in the future.
7
<PAGE> 11
THE COMPANY
United Therapeutics Corporation develops pharmaceuticals to treat
vascular diseases, including pulmonary hypertension and peripheral vascular
disease, as well as selected other chronic conditions. Both pulmonary
hypertension and peripheral vascular disease are characterized by reduced
production of natural prostacyclin, a highly unstable molecule that has powerful
effects on blood-vessel health. United Therapeutics' lead products, Uniprost and
beraprost, are stable synthetic forms of prostacyclin. Uniprost is delivered
under the skin, or "subcutaneously." United Therapeutics has successfully
completed its pivotal Phase III clinical study of Uniprost for treating advanced
pulmonary hypertension and expects to file a new drug application for Uniprost
in the third quarter of 2000. Beraprost is delivered orally, and United
Therapeutics has commenced Phase III clinical trial programs of beraprost for
the treatment of early-stage peripheral vascular disease and early-stage
pulmonary hypertension.
United Therapeutics' objective is to become a leader in the
development and commercialization of drugs to treat pulmonary and vascular
diseases, as well as other selected chronic conditions. To achieve this
objective, United Therapeutics is pursuing the following strategies:
- Capitalize on its experience and expertise in pulmonary
vascular medicine;
- Establish its prostacyclin products as the standard of care
for pulmonary hypertension and peripheral vascular disease;
- Minimize fixed costs and corporate overhead through
outsourcing and partnering where cost effective; and
- Obtain licenses for, develop and commercialize selected
other product candidates.
United Therapeutics was incorporated in Delaware in June 1996 under
the name Lung Rx, Inc. Its principal office is located at 1110 Spring Street,
Silver Spring, Maryland 20910, and its telephone number there is (301) 608-9292.
United Therapeutics' clinical development office is located at 68 T.W. Alexander
Drive, Research Triangle Park, North Carolina 27709, and its telephone number
there is (919) 485-8350. United Therapeutics' manufacturing subsidiary,
SynQuest, Inc. is located at 225 West Harrison Street, Chicago, Illinois 60612,
and its telephone number there is (312) 421-1819. Information on United
Therapeutics' web sites is not a part of this prospectus.
USE OF PROCEEDS
United Therapeutics will not receive any proceeds from the sale of
the shares of common stock by the selling stockholders pursuant to this
prospectus.
8
<PAGE> 12
SELLING STOCKHOLDERS
United Therapeutics is registering all 2,500,000 shares covered by
this prospectus on behalf of the selling stockholders named in the table below.
United Therapeutics issued all of the shares to the selling stockholders in a
private placement transaction. United Therapeutics has registered the shares to
permit the selling stockholders and their pledgees, donees, transferees or other
successors-in-interest that receive their shares from the selling stockholders
as a gift, partnership distribution or other non-sale related transfer after the
date of this prospectus to resell the shares when they deem appropriate.
In the purchase agreement, each selling stockholder has represented
that it acquired the shares of common stock for investment and with no present
intention of distributing those shares. In addition, each selling stockholder
has represented that it qualifies as an "accredited investor" as such term is
defined in Rule 501 under the Securities Act of 1933. United Therapeutics agreed
in the purchase agreement to prepare and file a registration statement as soon
as practicable and to bear all expense other than fees and expenses of counsel
or other advisors for the selling stockholders and underwriting discounts and
commissions and brokerage commissions and fees. Accordingly, in recognition of
the fact that the selling stockholders, even though they purchased the shares
without a view to distribution, may wish to be legally permitted to sell the
shares when each deems appropriate, United Therapeutics filed with the SEC a
registration statement on Form S-1, as amended on Form S-3, of which this
prospectus forms a part. United Therapeutics has also agreed to prepare and file
any amendments and supplements to the registration statement as may be necessary
to keep the registration statement effective until the earlier of:
- two years after the effective date of the registration
statement; or
- the date on which the shares offered in this prospectus may
be resold by the selling stockholders without registration
in accordance with Rule 144(k) under the Securities Act of
1933 or any other rule of similar effect.
None of the selling stockholders has had a material relationship
with United Therapeutics within the past three years except as a result of the
ownership of the shares offered in this prospectus.
The following table sets forth the name of each of the selling
stockholders, the number of shares owned by each of the selling stockholders
prior to this offering, the total number of shares offered under this
prospectus, and the number of shares of common stock owned by each of the
selling stockholders after this offering is completed. The number of shares in
the column "Number of Shares Being Offered" represent all of the shares that
each selling stockholder may offer under this prospectus. United Therapeutics
does not know how long the selling stockholders will hold the shares before
selling them and currently has no agreements, arrangements or understandings
with any of the selling stockholders regarding the sale of any of the shares.
The table assumes all shares being offered in this offering are sold to
non-affiliates of the selling stockholders. The shares offered by this
prospectus may be offered from time to time by the selling stockholders named
below.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY NUMBER OF SHARES BENEFICIALLY
OWNED SHARES BEING OWNED
NAME OF SELLING STOCKHOLDER PRIOR TO OFFERING OFFERED AFTER OFFERING
----------------------------------------------------------- ----------------- ------- --------------
<S> <C> <C> <C>
BayStar Capital, LP ....................................... 100,000 100,000 0.00
BayStar International, Ltd. ............................... 100,000 100,000 0.00
SMALLCAP World Fund, Inc. ................................. 1,200,000 1,200,000 0.00
Four Partners ............................................. 150,000 150,000 0.00
Franklin Aggressive Growth Fund, Inc. ..................... 35,000 35,000 0.00
Franklin Biotechnology Discovery Fund, Inc. ............... 65,000 65,000 0.00
Galleon Healthcare Overseas, Ltd. ......................... 77,152 77,152 0.00
</TABLE>
9
<PAGE> 13
<TABLE>
<S> <C> <C> <C>
Galleon Healthcare Partners, L.P. ......................... 22,848 22,848 0.00
Putnam Capital Appreciation Fund .......................... 32,900 32,900 0.00
Putnam Health Sciences Trust .............................. 477,700 477,700 0.00
Putnam Investment Funds - Putnam Capital Opportunities Fund 17,100 17,100 0.00
Putnam Variable Trust - VT Health Sciences Fund ........... 22,300 22,300 0.00
Toronto Dominion Green Line Health Sciences Fund .......... 50,000 50,000 0.00
T. Rowe Price Health Sciences Fund, Inc. .................. 50,000 50,000 0.00
T. Rowe Price New Horizons Fund, Inc. ..................... 100,000 100,000 0.00
</TABLE>
10
<PAGE> 14
PLAN OF DISTRIBUTION
The common stock offered by this prospectus may be sold from time to
time by selling stockholders, who consist of the persons or entities named under
"Selling Stockholders" above and those persons' pledgees, donees, transferees or
other successors-in-interest. United Therapeutics will pay all costs, expenses
and fees in connection with the registration of the common stock offered by this
prospectus. The selling stockholders must pay all brokerage commissions and
similar selling expenses relating to the sale of their shares. The selling
stockholders may sell their shares on the Nasdaq National Market or otherwise,
at market prices or at negotiated prices. They may sell shares by one or a
combination of the following:
- a block trade in which a broker or dealer so engaged will
attempt to sell the shares as agent, but may position and
resell a portion of the block as principal to facilitate
the transaction;
- purchases by a broker or dealer as principal and resale by
the broker or dealer for its account pursuant to this
prospectus;
- an exchange distribution in accordance with the rules of an
exchange;
- ordinary brokerage transactions and transactions in which a
broker solicits purchasers; and
- in open-market transactions in reliance on Rule 144 under
the Securities Act of 1933, provided they meet the
requirements of that rule.
In effecting sales, brokers or dealers engaged by the selling
stockholders may arrange for other brokers or dealers to participate. Brokers or
dealers will receive commissions or discounts from selling stockholders in
amounts to be negotiated prior to the sale. The selling stockholders and any
broker-dealers that participate in the distribution may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act of
1933, and any proceeds or commissions received by them, and any profits on the
resale of shares sold by broker-dealers, may be deemed to be underwriting
discounts and commissions. Because the selling stockholders may be deemed to be
underwriters, they will be subject to the prospectus delivery requirements of
the Securities Act of 1933.
If any selling stockholder notifies United Therapeutics that a
material arrangement has been entered into with a broker-dealer for the sale of
shares through a block trade, special offering, exchange, distribution or
secondary distribution or a purchase by a broker or dealer, United Therapeutics
will file a prospectus supplement, if required by Rule 424 under the Securities
Act of 1933.
United Therapeutics has agreed to indemnify each selling stockholder
against certain liabilities, including liabilities arising under the Securities
Act of 1933. The selling stockholders may agree to indemnify any agent, dealer
or broker-dealer that participates in transactions involving shares of the
common stock against certain liabilities, including liabilities arising under
the Securities Act of 1933.
11
<PAGE> 15
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The following statements are or may constitute forward-looking
statements:
- statements set forth in this prospectus or statements
incorporated by reference from documents United
Therapeutics has filed with the Securities and Exchange
Commission, including possible or assumed future results of
the company's operations, including but not limited to any
statements contained in this prospectus or in the documents
incorporated by reference concerning:
- cash needed for current research and development
contract obligations through the end of 2000;
- adequacy of United Therapeutics' resources to fund
operations through 2002;
- status and projected outcome of ongoing clinical
studies; and
- existence and timing of future clinical studies of
its product candidates.
- any statements preceded by, followed by or that include the
words "believes," "expects," "predicts," "anticipates,"
"intends," "estimates," "should," "may" or similar
expressions; and
- other statements contained or incorporated by reference in
this prospectus that are not historical facts.
Because such statements are subject to risks and uncertainties,
actual results may differ materially from those expressed or implied by such
forward-looking statements. Factors that could cause actual results to differ
materially include, but are not limited to:
- assumptions regarding the status of research and
development subject to existing contracts;
- projections with respect to resources needed for future
operations;
- expectations of success of clinical studies; and
- factors discussed under "Risk Factors" beginning on page 1.
You should not place undue reliance on such statements, which speak
only as of the date that they were made. These cautionary statements should be
considered in connection with any written or oral forward- looking statements
that United Therapeutics may issue in the future. United Therapeutics does not
undertake any obligation to release publicly any revisions to such
forward-looking statements after completion of this offering to reflect later
events or circumstances or to reflect the occurrence of unanticipated events.
LAWYERS
The validity of the shares of common stock offered hereby will be
passed upon for United Therapeutics by Bryan Cave LLP. James L. Nouss, Jr., a
partner of Bryan Cave LLP, beneficially owns 14,458 shares of common stock of
United Therapeutics and is one of three managers of a private investment fund
which owns 9 shares of common stock of United Therapeutics.
EXPERTS
The consolidated balance sheets of United Therapeutics, as of
December 31, 1998 and 1999, and the consolidated statements of operations,
stockholders' equity and cash flows for the years ended December 31, 1997, 1998
and 1999 incorporated by reference in this prospectus and registration statement
have been incorporated by reference herein in reliance upon the report of KPMG
LLP, independent certified public accountants, appearing in United Therapeutics'
Annual Report on Form 10-K for the fiscal year ended December 31, 1999, given on
the authority of that firm as experts in accounting and auditing.
12
<PAGE> 16
ADDITIONAL INFORMATION
United Therapeutics has filed with the Securities and Exchange
Commission, Washington, D.C. 20549, a registration statement on Form S-1, as
amended on Form S-3, under the Securities Act with respect to the shares of
common stock offered hereby. This prospectus does not contain all of the
information set forth in the registration statement and the exhibits and
schedule filed therewith. Certain items are omitted in accordance with the rules
and regulations of the Commission. For further information with respect to
United Therapeutics and the common stock offered hereby, reference is made to
the registration statement and the exhibits and schedule filed therewith.
Statements contained in this prospectus as to the contents of any contract or
any other document referred to are not necessarily complete, and in each
instance, reference is made to the copy of such contract or other document filed
as an exhibit to the registration statement, each such statement being qualified
in all respects by such reference. United Therapeutics files reports, proxy
statements and other information with the Commission. You may read any materials
United Therapeutics has filed with the Commission without charge at the public
reference facilities maintained by the Commission in Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and the Commission's regional offices
located at the Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago Illinois 60661 and Seven World Trade Center, 13th Floor, New York, New
York 10048. Copies of all or any part of these documents may be obtained from
such offices upon the payment of the fees prescribed by the Commission. The
public may obtain information on the operation of the public reference room by
calling the Commission at 1-800-SEC-0330. The Commission maintains a World Wide
Web site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the Commission.
The address of the site is http://www.sec.gov. The registration statement,
including all exhibits thereto and amendments thereof, has been filed
electronically with the Commission.
INFORMATION INCORPORATED BY REFERENCE
The Commission allows United Therapeutics to "incorporate by
reference" the information United Therapeutics provides in documents filed with
the Commission, which means that United Therapeutics can disclose important
information by referring to those documents. The information incorporated by
reference is an important part of this prospectus. Any statement contained in a
document that is incorporated by reference in this prospectus is automatically
updated and superseded if information contained in this prospectus, or
information that United Therapeutics later files with the Commission, modifies
and replaces this information. United Therapeutics incorporates by reference the
following documents the company has filed with the Commission:
(1) Annual Report on Form 10-K for the fiscal year ended
December 31, 1999.
(2) Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2000.
(3) Description of common stock contained in the
Registration Statement on Form 8-A, filed on June 8,
1999.
In addition, all documents filed by United Therapeutics with the
Commission under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 after the date of this prospectus and prior to the filing of a
post-effective amendment that indicates that all securities offered hereby have
been sold or that deregisters all securities remaining unsold, will be
considered to be incorporated by reference into this prospectus and to be a part
of this prospectus from the dates of the filing of such documents.
You may get copies of any of the incorporated documents (excluding
exhibits, unless the exhibits are specifically incorporated) at no charge to you
by writing or calling the Director of Finance and Investor Relations, United
Therapeutics Corporation, 1110 Spring Street, Silver Spring, Maryland 20910,
telephone (301) 608-9292.
13
<PAGE> 17
================================================================================
YOU MAY RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE
NOT AUTHORIZED ANYONE TO PROVIDE INFORMATION DIFFERENT FROM THAT CONTAINED IN
THIS PROSPECTUS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR SALE OF COMMON
STOCK MEANS THAT INFORMATION CONTAINED IN THIS PROSPECTUS IS CORRECT AFTER THE
DATE OF THIS PROSPECTUS. THIS PROSPECTUS IS NOT AN OFFER TO SELL OR SOLICITATION
OF AN OFFER TO BUY THESE SHARES OF COMMON STOCK IN ANY CIRCUMSTANCES UNDER WHICH
THE OFFER OR SOLICITATION IS UNLAWFUL.
------------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Risk Factors.....................................................1
The Company......................................................8
Use of Proceeds..................................................8
Selling Stockholders.............................................9
Plan of Distribution.............................................11
Cautionary Statement Regarding Certain
Forward-Looking Statements.......................................12
Lawyers..........................................................12
Experts..........................................................12
Additional Information...........................................13
Information Incorporated by Reference............................13
</TABLE>
-----------------------------
================================================================================
================================================================================
[UNITED THERAPEUTICS CORPORATION LOGO]
2,500,000 SHARES
COMMON STOCK
PROSPECTUS
JUNE __ , 2000
================================================================================
<PAGE> 18
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth all expenses payable by the
Registrant in connection with the registration of the common stock.
<TABLE>
<S> <C>
Registration fee.............................................$ 23,925
Nasdaq National Market listing fee........................... 17,500
Printing and engraving expenses.............................. 10,000*
Legal fees and expenses...................................... 250,000*
Accounting fees and expenses................................. 75,000*
Miscellaneous................................................ 74,375*
------------
Total.............................$ 450,800*
===========
</TABLE>
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by Delaware law, the Registrant's Amended and Restated
Certificate of Incorporation provides that no director of the Registrant will be
personally liable to the Registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (a) for any breach
of duty of loyalty to United Therapeutics or to its stockholders, (b) for acts
or omissions not in good faith or that involve intentional misconduct or a
knowing violation of law, (c) under Section 174 of the Delaware General
Corporation Law, or (d) for any transaction from which the director derived an
improper personal benefit.
The Registrant's Amended and Restated Certificate of Incorporation
further provides that the Registrant must indemnify its directors and executive
officers and may indemnify its other officers and employees and agents to the
fullest extent permitted by Delaware law. The Registrant believes that
indemnification under its Amended and Restated Certificate of Incorporation
covers negligence and gross negligence on the part of indemnified parties.
The Registrant has entered into indemnification agreements with each
of its directors and officers. These agreements, among other things, require the
Registrant to indemnify such directors and officers for certain expenses
(including attorneys' fees), judgments, fines and settlement amounts incurred by
any such person in any action or proceeding, including any action by or in the
right of the Registrant, arising out of such person's services as a director or
officer of the Registrant, any subsidiary of the Registrant or any other company
or enterprise to which the person provides services at the request of the
Registrant.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) The following is a list of exhibits filed as a part of this
registration statement.
<TABLE>
<CAPTION>
EXHIBIT NO. Description
----------- -----------
<S> <C>
4.1 Registration Rights Agreement, dated as of October
30, 1998, by and among the Registrant, Merrill Lynch
KECALP L.P. 1997, and Merrill Lynch KECALP
International L.P. 1997, incorporated by reference to
Exhibit 4.2 of the Registrant's Registration
Statement on Form S-1 (Registration No. 333-76409).
4.2 Form of Common Stock Purchase Agreement, executed as
of March 1998, by and between the Registrant and each
of Community Investment Partners III L.P., LLLP, Mary
Ellen and Raul
</TABLE>
II-1
<PAGE> 19
<TABLE>
<S> <C>
Evelio Perez, Trustees of the Mary Ellen Perez
revocable trust dated October 28, 1993, Edward D.
Jones & Co., Oakwood Investors I, L.L.C. and James
L. Nouss, Jr., incorporated by reference to Exhibit
4.3 of the Registrant's Registration Statement on
Form S-1 (Registration No. 333-76409).
4.3 Warrant to purchase shares of United Therapeutics
common stock, issued on November 2, 1998 to Cortech,
Inc., incorporated by reference to Exhibit 4.4 of
the Registrant's Registration Statement on Form S-1
(Registration No. 333-76409).
4.4 Stock Option Grant to purchase shares of United
Therapeutics' common stock, issued on September 16,
1998, to Toray Industries, Inc., incorporated by
reference to Exhibit 4.5 of the Registrant's
Registration Statement on Form S-1 (Registration No.
333-76409).
4.5 Registration Rights Agreement, dated as of October
7, 1999, by and among the Registrant and Robert M.
Moriarty, Ph.D., Raju Penmasta, Ph.D., Lian Guo,
Ph.D., George W. Davis, Esq. and David Moriarty,
incorporated by reference to Exhibit 10.2 of the
Registrant's Form 10-Q for the period ended
September 30, 1999.
4.6 Form of Purchase Agreement dated as of December 22,
1999.*
5 Opinion of Bryan Cave LLP.*
23.1 Consent of KPMG LLP.
23.2 Consent of Bryan Cave LLP. Reference is made to
Exhibit 5.*
24 Power of Attorney (included on signature page).
</TABLE>
------------------
* Previously filed.
II-2
<PAGE> 20
ITEM 16. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the provisions described in Item 15 or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer,
or controlling person of the Registrant in the successful defense of any action,
suit, or proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will governed by the final adjudication of such issue.
The undersigned Registrant undertakes that: (1) for purposes of
determining any liability under the Securities Act, the information omitted from
the form of prospectus filed as part of the registration statement in reliance
upon Rule 430A and contained in the form of prospectus filed by the Registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be
deemed to be part of the registration statement as of the time it was declared
effective, and (2) for the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-3
<PAGE> 21
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of 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 Silver Spring, County of Montgomery, State of
Maryland on the 19th day of June, 2000.
UNITED THERAPEUTICS CORPORATION
By: /s/ MARTINE A. ROTHBLATT
------------------------------------
Martine A. Rothblatt
Chairman of the Board and Chief
Executive Officer
In accordance with the requirements of the Securities Act of 1933,
this registration statement was signed below by the following persons in the
capacities and on the dates stated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ MARTINE A. ROTHBLATT Chairman of the Board and June 19, 2000
------------------------------------------------ Chief Executive Officer
Martine A Rothblatt
/s/ MARTINE A. ROTHBLATT* President, Chief Operating June 19, 2000
------------------------------------------------------------ Officer and Director
James W. Crow
/s/ MARTINE A. ROTHBLATT* Executive Vice President and June 19, 2000
------------------------------------------------------------ Treasurer
Gilles Cloutier
/s/ MARTINE A. ROTHBLATT* Vice President of Operations, June 19, 2000
------------------------------------------------ Secretary and Director
Shelmer D. Blackburn, Jr.
/s/ FRED T. HADEED Chief Financial Officer June 19, 2000
------------------------------------------------------------
Fred T. Hadeed
/s/ MARTINE A. ROTHBLATT* Director June 19, 2000
------------------------------------------------------------
Noah A. Samara
/s/ MARTINE A. ROTHBLATT* Director June 19, 2000
------------------------------------------------
David Gooray
/s/ MARTINE A. ROTHBLATT* Director June 19, 2000
------------------------------------------------
Olivia Giscard d'Estaing
</TABLE>
II-4
<PAGE> 22
* By Martine A. Rothblatt pursuant to power of attorney dated December 29, 1999.
KNOW ALL PERSONS BY THESE PRESENTS, that each of H Beecher Hicks,
III and Michael C. Miles hereby constitutes and appoints Martine A. Rothblatt,
his attorney-in-fact, with full power of substitution, for him in any and all
capacities, to sign any and all amendments to this Registration Statement
(including post-effective amendments), and any and all Registration Statements
filed pursuant to Rule 462 under the Securities Act of 1933, as amended, in
connection with or related to the offering contemplated by this Registration
Statement and its amendments, if any, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by United Therapeutics' said attorney to any and all amendments to
said Registration Statement.
<TABLE>
<S> <C> <C>
/s/ H. BEECHER HICKS, III Director June 19, 2000
------------------------------------------------
H. Beecher Hicks, III
/s/ MICHAEL C. MILES Director June 19, 2000
------------------------------------------------
Michael C. Miles
</TABLE>
II-5
<PAGE> 23
UNITED THERAPEUTICS CORPORATION
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. Description
----------- -----------
<S> <C>
23.1 Consent of KPMG LLP
</TABLE>
