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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 4, 2000
REGISTRATION NO. 333-41866
------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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PRE-EFFECTIVE AMENDMENT No. 2 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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UNITED THERAPEUTICS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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DELAWARE 2836 52-1984749
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
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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 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. [X]
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. [ ]
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.
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SUBJECT TO COMPLETION
AUGUST 4, 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
1,300,000 Shares of Common Stock
(par value, $.01 per share)
The selling stockholders are offering to sell 1,300,000 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 that closed on July 19, 2000. 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 July 19, 2000, the closing bid price of the
common stock as reported on the Nasdaq National Market was $112.69 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 August __, 2000.
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TABLE OF CONTENTS
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Page
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Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Cautionary Statement Regarding Forward-Looking Statements . . . . . . . . . . . . . . . . . . 11
Lawyers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Information Incorporated by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
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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.
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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.
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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;
- 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
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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.
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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.
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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, Vice President 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;
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- 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 28 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.
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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
selected other 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.
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SELLING STOCKHOLDERS
United Therapeutics is registering all 1,300,000 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,
distributees or other successors-in-interest, including their affiliates and
limited and/or general partners, 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 agreements, each selling stockholder 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
qualifies as an "accredited investor" as such term is defined in Rule 501 under
the Securities Act of 1933. United Therapeutics has agreed to prepare and file
a registration statement to permit the resale of the shares and to bear all
registration expenses 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 acquired the shares without a view
to distribution, may wish to be legally permitted to sell the shares when each
deems appropriate, United Therapeutics has filed with the SEC a registration
statement on Form S-3, of which this prospectus forms a part. United
Therapeutics will use its reasonable efforts to prepare and file amendments and
supplements to the registration statement as may be necessary to keep the
registration statement effective until July 19, 2002.
None of the selling stockholders has had a material relationship with United
Therapeutics within the past three years other then as a holder of United
Therapeutics' common stock.
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.
<TABLE>
<CAPTION>
SHARES NUMBER OF PERCENT SHARES
BENEFICIALLY SHARES BENEFICIALLY BENEFICIALLY
OWNED BEING OWNED AFTER OWNED
NAME OF SELLING STOCKHOLDER PRIOR TO OFFERING OFFERED OFFERING AFTER OFFERING
--------------------------- ----------------- ------- -------- --------------
<S> <C> <C> <C> <C>
Black Rock Funds, Small Cap Growth Equity 752,300(1) 190,000 2.79% 562,300(1)
Portfolio
Delaware Group-Group Equity Funds IV, on behalf 81,000 81,000 0 0
of its Growth Opportunities Series
Delaware Group Premium Fund, on behalf of its 18,000 18,000 0 0
Growth Opportunities Series
Delaware Pooled Trust, on behalf of its Mid-Cap 1,000 1,000 0 0
Growth Equity Portfolio
EQ Financial Consultants - Equi-Vest Emerging 25,100 25,100 0 0
Growth
Fidelity Advisor Series I: Fidelity Advisor Mid-Cap 172,500 43,700 * 128,800
Fund
</TABLE>
9
<PAGE> 13
<TABLE>
<S> <C> <C> <C> <C>
Fidelity Commonwealth Trust: Fidelity Mid-Cap 504,500 127,700 1.87% 376,800
Stock Fund
Galleon Healthcare Offshore, LTD 58,500 58,500 0 0
Galleon Healthcare Partners, L.P. 16,500 16,500 0 0
Kmart Corporation Employee Pension Plan Trust 31,000 31,000 0 0
Lincoln National Aggressive Growth Fund, Inc. 29,500(2) 18,500 * 11,000(2)
Managed Sectors Variable Account 16,800(3) 15,900 * 900(3)
MFS Series Trust I on behalf of MFS Managed 61,600(3) 58,300 * 3,300(3)
Sectors Fund
MFS/Sun Life Series Trust on behalf of MFS Sun 52,000(3) 49,200 * 2,800(3)
Life Managed Sectors Series
MFS Variable Insurance Trust on behalf of MFS 839(3) 500 * 339(3)
Mid Cap Growth Series
Putnam Midcap Equity Trust 9,200(2) 9,200 0 0(2)
Putnam Variable Trust-VT Vista Fund 45,700(2) 28,300 * 17,400(2)
Putnam Vista Fund 541,600(2) 338,100 1.01% 203,500(2)
Putnam World Trust II-Putnam Vista (U.S. Midcap 5,900(2) 5,900 0 0(2)
Equity) Fund
Variable Insurance Products Fund III: Mid-Cap 40,100 8,600 * 31,500
Portfolio
Warburg Pincus Institutional Fund-Small 31,000 31,000 0 0
Company Growth Portfolio
Warburg Pincus Trust-Small Company Growth 139,700 139,700 0 0
Fund
Warburg Pincus Small Company Growth Fund 4,300 4,300 0 0
</TABLE>
-------------
* Represents less than 1% of the Company's outstanding shares of common
stock.
(1) Includes 130,000 shares beneficially owned by Black Rock Funds, Micro-Cap
Equity Portfolio and 20,100 shares beneficially owned by Black Rock Funds,
Mid-Cap Growth Equity Portfolio as of July 19, 2000.
(2) Does not include shares owned by any other selling stockholder listed in
the table. Does not include 878,500 shares owned by other funds and
accounts managed by Putnam Investment Management, Inc. or its affiliates
as of August 1, 2000.
(3) Does not include shares owned by any other selling stockholder listed in
the table. Does not include 1,762,951 shares owned by other funds and
accounts managed by Massachusetts Financial Services Company or its
affiliates as of August 2, 2000.
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, distributees or other successors-in-interest. 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.
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.
11
<PAGE> 15
- 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 14,358 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., a registration statement on Form S-3 under the
Securities Act of 1933, covering the securities offered by this prospectus.
This prospectus does not contain all of the information that you can find in
that registration statement and its exhibits and schedule. 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 here, reference is made to the registration statement and the exhibits
and schedule filed with the registration statement. Statements contained in
this prospectus as to the contents of any contract or other document referred
to are not necessarily complete and in each instance such statement is
qualified by reference to each such contract or document filed with or
incorporated by reference as part of the registration statement. 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) Current Report on Form 8-K dated January 18, 2000.
(4) Current Report on Form 8-K dated June 27, 2000.
(5) Current Report on Form 8-K dated June 29, 2000.
(6) Current Report on Form 8-K dated July 14, 2000.
(7) 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.
13
<PAGE> 17
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.
14
<PAGE> 18
<TABLE>
<S> <C>
====================================================== ===========================================
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 [UNITED THERAPEUTICS CORPORATION LOGO]
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 1,300,000 SHARES
PAGE
----
Risk Factors . . . . . . . . . . . . . . . 1 COMMON STOCK
The Company . . . . . . . . . . . . . . . . 8
Use of Proceeds . . . . . . . . . . . . . . 8
Selling Stockholders . . . . . . . . . . . 9
Plan of Distribution . . . . . . . . . . . 11
Cautionary Statement Regarding Certain
Forward-Looking Statements . . . . . . . . 11
Lawyers . . . . . . . . . . . . . . . . . . 12
Experts . . . . . . . . . . . . . . . . . . 12
Additional Information . . . . . . . . . . 13
Information Incorporated by Reference . . . 13
-----------------
PROSPECTUS
AUGUST __, 2000
=================================================== ===================================================
</TABLE>
<PAGE> 19
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.............................................$ 39,811.20
Nasdaq National Market Listing Fee........................... 13,000.00
Legal fees and expenses...................................... 25,000.00*
Accounting fees and expenses................................. 10,000.00*
Miscellaneous expenses....................................... 5,000.00*
Total.....................................$ 92,811.20*
=========
</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 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) The following is a list of exhibits filed as a part of this
registration statement.
EXHIBIT NO. DESCRIPTION
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 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
II-1
<PAGE> 20
Exhibit 4.3 of the Registrant's Registration Statement on Form
S-1 (Registration No. 333-76409).
4.3 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).
4.4 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.
4.5 Form of Purchase Agreement dated as of December 22, 1999,
incorporated by reference to Exhibit 4.6 of the Registrant's
Registration Statement on Form S-1, as amended on Form S-3
(Registration No. 333-93853).
4.6 Registration Rights Agreement, dated as of June 27, 2000 by and
between the Registrant and Toray Industries, Inc., incorporated
by reference to Exhibit 4.7 of the Registrants Registration
Statement on Form S-3 (Registration No. 333-40598).
4.7 Stock Option Grant to purchase shares of United Therapeutics'
common stock, issued on June 27, 2000, to Toray Industries,
Inc., incorporated by reference to Exhibit 4.8 of the
Registrant's Registration Statement on Form S-3 (Registration
No. 333-40598).
4.8 Form of Stock Purchase Agreement dated July 13, 2000
incorporated by reference to Exhibit 99.2 of the Registrant's
Current Report on Form 8-K filed July 14, 2000.
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).
* Previously filed.
II-2
<PAGE> 21
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> 22
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 4th day of August, 2000.
UNITED THERAPEUTICS CORPORATION
By: /s/ FRED T. HADEED
------------------------------
Fred T. Hadeed
Chief Financial 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/ PAUL A. MAHON * Chairman of the Board and August 4, 2000
----------------------------------------------- Chief Executive Officer
Martine A Rothblatt
/s/ PAUL A. MAHON * President, Chief Operating August 4, 2000
------------------------------------------------ Officer and Director
James W. Crow
/s/ PAUL A. MAHON * Executive Vice President and August 4, 2000
----------------------------------------------- Treasurer
Gilles Cloutier
/s/ PAUL A. MAHON * Vice President of Operations, August 4, 2000
----------------------------------------------- Secretary and Director
Shelmer D. Blackburn, Jr.
/s/ FRED T. HADEED Chief Financial Officer August 4, 2000
-----------------------------------------------
Fred T. Hadeed
/s/ PAUL A. MAHON * Director August 4, 2000
-----------------------------------------------
Noah A. Samara
/s/ PAUL A. MAHON * Director August 4, 2000
-----------------------------------------------
David Gooray
/s/ PAUL A. MAHON * Director August 4, 2000
-----------------------------------------------
Olivia Giscard d'Estaing
</TABLE>
II-4
<PAGE> 23
<TABLE>
<S> <C> <C>
/s/ PAUL A. MAHON * Director August 4, 2000
-----------------------------------------------
H. Beecher Hicks, III
/s/ PAUL A. MAHON * Director August 4, 2000
-----------------------------------------------
Michael C. Miles
</TABLE>
* Pursuant to power of attorney.
II-5
<PAGE> 24
UNITED THERAPEUTICS CORPORATION
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
23.1 Consent of KPMG LLP
</TABLE>
