<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 17, 2000
REGISTRATION NO. 333-45922
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
---------------------
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
ARRAY BIOPHARMA INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 54171 84-1460811
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
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1885 33RD STREET
BOULDER, CO 80301
(303) 381-6600
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive office)
---------------------
ROBERT E. CONWAY, CHIEF EXECUTIVE OFFICER
ARRAY BIOPHARMA INC.
1885 33RD STREET
BOULDER, CO 80301
(303) 381-6600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to
<TABLE>
<S> <C>
ALAN L. DYE CHARLES K. RUCK
CHRISTOPHER D. OZEROFF R. SCOTT SHEAN
HOGAN & HARTSON L.L.P. LATHAM & WATKINS
1800 BROADWAY, SUITE 200 650 TOWN CENTER DRIVE, 20TH FLOOR
BOULDER, CO 80302 COSTA MESA, CA 92626
(720) 406-5300 (714) 540-1235
</TABLE>
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 being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, 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 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. [X] 333-45922
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, 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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<PAGE> 2
EXPLANATORY NOTE
The purpose of this Post-Effective Amendment No. 1 to the Registration
Statement is to file certain exhibits to the Registration Statement.
ITEM 16. (A) EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
1.1* -- Underwriting Agreement between the Registrant and Lehman
Brothers Inc., Deutsche Bank Securities Inc. and Legg
Mason Wood Walker, Incorporated as representatives of the
underwriters dated November 16, 2000
3.1- -- Amended and Restated Certificate of Incorporation of
Array BioPharma Inc.
3.1.1 -- Certificate of Amendment to the Amended and Restated
Certificate of Incorporation of Array BioPharma Inc.
3.2- -- Form of Amended and Restated Certificate of Incorporation
of Array BioPharma Inc. to be effective upon the closing
of the offering being made pursuant to this Registration
Statement
3.3- -- Amended and Restated Bylaws of Array BioPharma Inc.
3.4- -- Form of Amended and Restated Bylaws of Array BioPharma
Inc. to be effective upon the closing of the offering
being made pursuant to this Registration Statement
4.1- -- Specimen certificate representing the common stock
5.1* -- Opinion of Hogan & Hartson L.L.P. with respect to
legality of the common stock
10.1- -- 1998 Stock Option Plan effective July 1, 1998, as amended
10.2- -- Form of Amended and Restated Stock Option and Incentive
Plan to be effective upon the closing of the offering
being made pursuant to this Registration Statement
10.3- -- Form Employee Stock Purchase Plan to be effective upon
the closing of the offering being made pursuant to this
Registration Statement
10.4- -- Preferred and Common Stock Purchase Agreement between
Registrant and the parties whose signatures appear on the
signature pages thereto dated May 18, 1998
10.5- -- Amendment to Preferred and Common Stock Purchase
Agreement dated August 7, 1998
10.6- -- Series B Preferred Stock Purchase Agreement between
Registrant and the parties whose signatures appear on the
signature pages thereto dated November 16, 1999
10.7- -- Series C Preferred Stock Purchase Agreement between
Registrant and the parties whose signatures appear on the
signature pages thereto dated August 31, 2000
10.8- -- Lease Agreement by and between Registrant, as Tenant, and
Amgen Inc., as Landlord, dated July 1998
10.9- -- First Amendment to Lease Agreement by and between
Registrant, as Tenant, and Amgen Inc., as Landlord, dated
April 1, 1999
10.10- -- Lease Agreement by and between Registrant, as Tenant, and
Pratt Land Limited Liability Company, as Landlord, dated
February 28, 2000
10.11- -- Revised Employment Agreement by and between Registrant
and Robert E. Conway dated November 16, 1999
10.12- -- Form of Employment Agreement dated September 1, 2000 by
and between Registrant and each of Laurence Burgess,
Jonathan Josey, Anthony D. Piscopio, David L. Snitman,
Kevin Koch, Michael Carruthers and Joanna Money
10.13- -- Promissory Note and Pledge Agreement of Kevin Koch to
Registrant dated May 18, 1998, as amended
10.14- -- Promissory Note and Pledge Agreement of KC Nicoloau to
Registrant dated May 18, 1998
10.15- -- Promissory Note and Pledge Agreement of Anthony D.
Piscopio to Registrant dated May 18, 1998, as amended
10.16- -- Amended and Restated Investors Rights Agreement between
Registrant and the parties whose signatures appear on the
signature pages thereto dated November 16, 1999
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.17- -- Amendment No. 1 to Amended and Restated Investors Rights
Agreement between Registrant and the parties listed on
the signature pages thereto dated August 31, 2000
10.18- -- Amended and Restated Stockholders Agreement between
Registrant and the parties whose signatures appear on the
signature pages thereto dated November 16, 1999
10.19- -- First Amendment to Amended and Restated Stockholders
Agreement between Registrant and the parties listed on
the signature pages thereto dated April 2000
10.20- -- Amendment No. 2 to Amended and Restated Stockholders
Agreement between Registrant and the parties listed on
the signature pages thereto dated August 31, 2000
10.21- -- Loan and Security Agreement by and between Registrant and
Silicon Valley Bank dated October 9, 1998
10.22- -- Warrant to Purchase 40,000 Shares of Series A Preferred
Stock issued to Silicon Valley Bank, issue date October
9, 1998
10.23- -- Loan and Security Agreement by and between Registrant and
Silicon Valley Bank dated March 26, 1999
10.24- -- Warrant to Purchase Shares of Series Preferred Stock
issued to Silicon Valley Bank, issue date March 31, 1999
10.25- -- Loan and Security Agreement by and between Registrant and
Silicon Valley Bank dated May 17, 2000
10.26- -- Warrant to Purchase Stock issued to Silicon Valley Bank,
issue date May 17, 2000
10.27- -- Master Note and Security Agreement by and between
Registrant and Leasing Technologies International, Inc.
dated February 26, 1999
10.28- -- Warrant to Purchase 13,750 Shares of Series A Preferred
Stock issued to Leasing Technologies International, Inc.,
issue date March 30, 1999
10.29-+ -- Custom Synthesis Fee-For-Service Agreement between
Registrant and Merck & Co., Inc. dated May 14, 1999
10.30-+ -- Array Library Screening Agreement between Registrant and
E.I. du Pont de Neumours and Company dated August 1, 2000
10.31-+ -- Drug Discovery Collaboration Agreement between Registrant
and ICOS Corporation dated July 31, 2000
10.32-+ -- Compound Library Agreement between Registrant and Darwin
Discovery Limited dated April 22, 1999
10.33-+ -- Diversity Library Screening Agreement between Registrant
and Tularik, Inc. dated June 10, 1999, as amended
10.34-+ -- Research Services Agreement between Registrant and Eli
Lilly and Company dated March 22, 2000, as amended
10.35-+ -- Custom Synthesis Development and Supply Agreement between
Registrant and Merck & Co., Inc. dated September, 2000
10.36-+ -- Research and License Agreement between Registrant and
Amgen Inc. dated October 26, 2000
10.37 -- Amendment No. 3 to Amended and Restated Stockholders
Agreement between Registrant and the parties listed on
the signature pages thereto dated November 17, 2000
16.1- -- List of Subsidiaries
23.1- -- Consent of Independent Public Accounts -- Ernst & Young
LLP
23.2* -- Consent of Hogan & Hartson L.L.P. (included in Exhibit
5.1)
24.1- -- Power of Attorney (included on signature page)
27.1- -- Financial Data Schedule
</TABLE>
---------------
- Previously filed.
+ Confidential treatment applied for.
* Previously filed and filed herewith in connection with revisions to such
exhibits.
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Post-Effective Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Boulder, State of Colorado, on November 17,
2000.
Array BioPharma Inc.
By: /s/ ROBERT E. CONWAY
----------------------------------
Robert E. Conway
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities indicated on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ ROBERT E. CONWAY Chief Executive Officer and
----------------------------------------------------- Director (Principal
Robert E. Conway Executive Officer) November 17, 2000
* Chairman of the Board of
----------------------------------------------------- Directors November 17, 2000
Kyle Lefkoff
/s/ MICHAEL CARRUTHERS Chief Financial Officer
----------------------------------------------------- (Principal Financial and
Michael Carruthers Accounting Officer) November 17, 2000
* Director November 17, 2000
-----------------------------------------------------
Francis J. Bullock, Ph.D.
* Director November 17, 2000
-----------------------------------------------------
Marvin H. Caruthers, Ph.D.
* Director November 17, 2000
-----------------------------------------------------
Kirby L. Cramer
* Director November 17, 2000
-----------------------------------------------------
Kevin Koch, Ph.D.
* Director November 17, 2000
-----------------------------------------------------
Robert W. Overell, Ph.D.
* Director November 17, 2000
-----------------------------------------------------
David L. Snitman, Ph.D.
</TABLE>
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* By his signature below, the undersigned, pursuant to duly authorized powers of
attorney filed with the Securities and Exchange Commission, has signed this
Post-Effective Amendment No. 1 to the Registration Statement on behalf of the
persons indicated.
By: /s/ ROBERT E. CONWAY
--------------------------------
Robert E. Conway
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
1.1* -- Underwriting Agreement between the Registrant and Lehman
Brothers Inc., Deutsche Bank Securities Inc. and Legg
Mason Wood Walker, Incorporated as representatives of the
underwriters dated November 16, 2000
3.1- -- Amended and Restated Certificate of Incorporation of
Array BioPharma Inc.
3.1.1 -- Certificate of Amendment to the Amended and Restated
Certificate of Incorporation of Array BioPharma Inc.
3.2- -- Form of Amended and Restated Certificate of Incorporation
of Array BioPharma Inc. to be effective upon the closing
of the offering being made pursuant to this Registration
Statement
3.3- -- Amended and Restated Bylaws of Array BioPharma Inc.
3.4- -- Form of Amended and Restated Bylaws of Array BioPharma
Inc. to be effective upon the closing of the offering
being made pursuant to this Registration Statement
4.1- -- Specimen certificate representing the common stock
5.1* -- Opinion of Hogan & Hartson L.L.P. with respect to
legality of the common stock
10.1- -- 1998 Stock Option Plan effective July 1, 1998, as amended
10.2- -- Form of Amended and Restated Stock Option and Incentive
Plan to be effective upon the closing of the offering
being made pursuant to this Registration Statement
10.3- -- Form Employee Stock Purchase Plan to be effective upon
the closing of the offering being made pursuant to this
Registration Statement
10.4- -- Preferred and Common Stock Purchase Agreement between
Registrant and the parties whose signatures appear on the
signature pages thereto dated May 18, 1998
10.5- -- Amendment to Preferred and Common Stock Purchase
Agreement dated August 7, 1998
10.6- -- Series B Preferred Stock Purchase Agreement between
Registrant and the parties whose signatures appear on the
signature pages thereto dated November 16, 1999
10.7- -- Series C Preferred Stock Purchase Agreement between
Registrant and the parties whose signatures appear on the
signature pages thereto dated August 31, 2000
10.8- -- Lease Agreement by and between Registrant, as Tenant, and
Amgen Inc., as Landlord, dated July 1998
10.9- -- First Amendment to Lease Agreement by and between
Registrant, as Tenant, and Amgen Inc., as Landlord, dated
April 1, 1999
10.10- -- Lease Agreement by and between Registrant, as Tenant, and
Pratt Land Limited Liability Company, as Landlord, dated
February 28, 2000
10.11- -- Revised Employment Agreement by and between Registrant
and Robert E. Conway dated November 16, 1999
10.12- -- Form of Employment Agreement dated September 1, 2000 by
and between Registrant and each of Laurence Burgess,
Jonathan Josey, Anthony D. Piscopio, David L. Snitman,
Kevin Koch, Michael Carruthers and Joanna Money
10.13- -- Promissory Note and Pledge Agreement of Kevin Koch to
Registrant dated May 18, 1998, as amended
10.14- -- Promissory Note and Pledge Agreement of KC Nicoloau to
Registrant dated May 18, 1998
10.15- -- Promissory Note and Pledge Agreement of Anthony D.
Piscopio to Registrant dated May 18, 1998, as amended
10.16- -- Amended and Restated Investors Rights Agreement between
Registrant and the parties whose signatures appear on the
signature pages thereto dated November 16, 1999
10.17- -- Amendment No. 1 to Amended and Restated Investors Rights
Agreement between Registrant and the parties listed on
the signature pages thereto dated August 31, 2000
10.18- -- Amended and Restated Stockholders Agreement between
Registrant and the parties whose signatures appear on the
signature pages thereto dated November 16, 1999
</TABLE>
<PAGE> 6
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.19- -- First Amendment to Amended and Restated Stockholders
Agreement between Registrant and the parties listed on
the signature pages thereto dated April 2000
10.20- -- Amendment No. 2 to Amended and Restated Stockholders
Agreement between Registrant and the parties listed on
the signature pages thereto dated August 31, 2000
10.21- -- Loan and Security Agreement by and between Registrant and
Silicon Valley Bank dated October 9, 1998
10.22- -- Warrant to Purchase 40,000 Shares of Series A Preferred
Stock issued to Silicon Valley Bank, issue date October
9, 1998
10.23- -- Loan and Security Agreement by and between Registrant and
Silicon Valley Bank dated March 26, 1999
10.24- -- Warrant to Purchase Shares of Series Preferred Stock
issued to Silicon Valley Bank, issue date March 31, 1999
10.25- -- Loan and Security Agreement by and between Registrant and
Silicon Valley Bank dated May 17, 2000
10.26- -- Warrant to Purchase Stock issued to Silicon Valley Bank,
issue date May 17, 2000
10.27- -- Master Note and Security Agreement by and between
Registrant and Leasing Technologies International, Inc.
dated February 26, 1999
10.28- -- Warrant to Purchase 13,750 Shares of Series A Preferred
Stock issued to Leasing Technologies International, Inc.,
issue date March 30, 1999
10.29-+ -- Custom Synthesis Fee-For-Service Agreement between
Registrant and Merck & Co., Inc. dated May 14, 1999
10.30-+ -- Array Library Screening Agreement between Registrant and
E.I. du Pont de Neumours and Company dated August 1, 2000
10.31-+ -- Drug Discovery Collaboration Agreement between Registrant
and ICOS Corporation dated July 31, 2000
10.32-+ -- Compound Library Agreement between Registrant and Darwin
Discovery Limited dated April 22, 1999
10.33-+ -- Diversity Library Screening Agreement between Registrant
and Tularik, Inc. dated June 10, 1999, as amended
10.34-+ -- Research Services Agreement between Registrant and Eli
Lilly and Company dated March 22, 2000, as amended
10.35-+ -- Custom Synthesis Development and Supply Agreement between
Registrant and Merck & Co., Inc. dated September, 2000
10.36-+ -- Research and License Agreement between Registrant and
Amgen Inc. dated October 26, 2000
10.37 -- Amendment No. 3 to Amended and Restated Stockholders
Agreement between Registrant and the parties listed on
the signature pages thereto dated November 17, 2000
16.1- -- List of Subsidiaries
23.1- -- Consent of Independent Public Accounts -- Ernst & Young
LLP
23.2* -- Consent of Hogan & Hartson L.L.P. (included in Exhibit
5.1)
24.1- -- Power of Attorney (included on signature page)
27.1- -- Financial Data Schedule
</TABLE>
---------------
- Previously filed.
+ Confidential treatment applied for.
* Previously filed and filed herewith in connection with revisions to such
exhibits.
