<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 24, 2000
REGISTRATION NO. 333-
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
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INTERMUNE PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 8731 99-3296648
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of Industrial Identification No.)
incorporation or organization) Classification Code Number)
</TABLE>
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1710 GILBRETH ROAD
SUITE 301
BURLINGAME, CA 94010
(650) 409-2020
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
------------------------------
W. SCOTT HARKONEN, M.D.
CHIEF EXECUTIVE OFFICER AND PRESIDENT
1710 GILBRETH ROAD
SUITE 301
BURLINGAME, CA 94010
(650) 409-2033
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------
COPIES TO:
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<S> <C>
ALAN C. MENDELSON, ESQ. JONATHAN L. KRAVETZ, ESQ.
COOLEY GODWARD LLP EDWARD P. GONZALES, ESQ.
FIVE PALO ALTO SQUARE MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
3000 EL CAMINO REAL ONE FINANCIAL CENTER
PALO ALTO, CA 94306 BOSTON, MA 02111
(650) 843-5000 (617) 542-6000
</TABLE>
------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
------------------------------
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, as amended (the "Securities Act"), check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering./X/
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------------
CALCULATION OF REGISTRATION FEE
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<CAPTION>
MAXIMUM
TITLE OF EACH CLASS OF AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING PRICE(1) REGISTRATION FEE
<S> <C> <C>
Common stock, $0.001 par value per share.................... $23,575,000 $6,224
</TABLE>
(1) Calculated pursuant to Rule 457(o) under the Securities Act of 1933, as
amended.
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<PAGE>
EXPLANATORY NOTE
This registration statement is being filed in order to register additional
shares of Common Stock of InterMune Pharmaceuticals, Inc. for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, as amended. A
Registration Statement on Form S-1 (File No. 333-96029), as amended (the "Prior
Registration Statement"), was declared effective by the Securities and Exchange
Commission on March 23, 2000. The contents of the Prior Registration Statement
are hereby incorporated by reference.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(A) EXHIBITS.
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- --------------------- -----------------------
<C> <S>
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Cooley Godward LLP. Reference is made to
Exhibit 5.1.
</TABLE>
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of Santa Clara, State of
California, on the 24th day of March, 2000.
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<S> <C>
INTERMUNE PHARMACEUTICALS, INC.
By: /s/ TIMOTHY P. LYNCH
--------------------------------------------
Timothy P. Lynch
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
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<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<C> <S> <C>
President and Chief
* Executive Officer and
------------------------------------------- Director (principal March 24, 2000
W. Scott Harkonen executive officer)
Vice President and Chief
/s/ TIMOTHY P. LYNCH Financial Officer
------------------------------------------- (principal financial and March 24, 2000
Timothy P. Lynch accounting officer)
*
------------------------------------------- Director March 24, 2000
James I. Healy
*
------------------------------------------- Director March 24, 2000
Edgar Engleman
*
------------------------------------------- Director March 24, 2000
John L. Higgins
*
------------------------------------------- Director March 24, 2000
Wayne Hockmeyer
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<C> <S> <C>
*
------------------------------------------- Director March 24, 2000
Jonathan S. Leff
*
------------------------------------------- Director March 24, 2000
Nicholas J. Simon
</TABLE>
<TABLE>
<S> <C> <C> <C>
* /s/ TIMOTHY P. LYNCH
-----------------------------------------
Timothy P. Lynch
ATTORNEY-IN-FACT
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<C> <S>
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Cooley Godward LLP. Reference is made to
Exhibit 5.1.
</TABLE>
<PAGE>
EXHIBIT 5.1
[LOGO]
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<S> <C> <C>
ATTORNEYS AT LAW Boulder, CO
Five Palo Alto Square 303 546-4000
3000 El Camino Real
Palo Alto, CA Denver, CO
94306-2155 303 606-4800
Main 650 843-5000
Fax 650 849-7400 Kirkland, WA
425 893-7700
Menlo Park, CA
650 843-5100
March 24, 2000
Reston, VA
703 262-8000
www.cooley.com San Diego, CA
858 550-6000
San Francisco, CA
415 693-2000
InterMune Pharmaceuticals, Inc. MATTHEW W. SONSINI
1710 Gilbreth Street, Suite 301 650 843-5148
Burlingame, CA 94010 [email protected]
</TABLE>
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by InterMune Pharmceuticals, Inc. a Delaware Corporation (the
"Company") of an abbreviated registration statement pursuant to Rule 462(b)
promulgated under the Securities Act of 1933, as amended (the "Registration
Statement") with the Securities and Exchange Commission (the "Commission") on
March 24, 2000 covering an underwritten public offering of an additional eight
hundred sixty two thousand five hundred (862,500) shares of the Company's Common
Stock (the "Common Stock") with a par value of $0.001 (the "Shares") (including
112,500 shares of Common Stock for which the underwriters will be granted an
over-allotment option).
In connection with this opinion, we have (i) examined and relied upon the
Registration Statement and related Prospectus, the Company's Amended and
Restated Certificate of Incorporation and Bylaws, as currently in effect, and
the originals or copies certified to our satisfaction of such records,
documents, certificates, memoranda and other instruments as in our judgment are
necessary or appropriate to enable us to render the opinion expressed below;
(ii) assumed that the Shares will be sold by the Underwriters at a price
established by the Pricing Committee of the Board of Directors of the Company.
On the basis of the foregoing, and in reliance thereon, we are of the
opinion that the Common Stock, when sold and issued in accordance with the
Registration Statement and related Prospectus, will be validly issued, fully
paid and non-assessable.
We consent to the reference to our firm under the caption "Legal Matters" in
the Prospectus included on the Registration Statement and to the filing of this
opinion as an exhibit to the Registration Statement.
Very truly yours,
COOLEY GODWARD LLP
By: /s/_MATTHEW W. SONSINI__
Matthew W. Sonsini
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP,
INDEPENDENT AUDITORS
We consent to the incorporation by reference into this Registration
Statement on Form S-1 filed pursuant to Rule 462(b) of our report dated
January 28, 2000, except for the last paragraph in note 6 to the financial
statements regarding deferred compensation and the paragraphs in note 12 to the
financial statements regarding stock option grants and stock plans as to which
the date is March 6, 2000, on the financial statements of InterMune
Pharmaceuticals, Inc. included in InterMune Pharmaceuticals, Inc.'s Registration
Statement on Form S-1 (No. 333-96029), as amended on March 23, 2000.
/s/ Ernst & Young LLP
Palo Alto, California
March 24, 2000
