<PAGE>
As filed with the Securities and Exchange Commission on October 27, 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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Insmed Incorporated
(Exact name of Registrant as specified in its charter)
Virginia 2834 54-1972729
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification Number)
incorporation or Classification Code
organization) Number)
800 East Leigh Street
Richmond, Virginia 23219
(804) 828-6893
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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Michael D. Baer
Chief Financial Officer
Insmed Incorporated
800 East Leigh Street
Richmond, Virginia 23219
(804) 828-6893
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
With a copy to:
T. Justin Moore, III, Esq. Mitchell S. Bloom, Esq.
Hunton & Williams Testa, Hurwitz & Thibeault, LLP
Riverfront Plaza, East Tower 125 High Street
951 East Byrd Street Boston, Massachusetts 02110
Richmond, Virginia 23219 (617) 248-7000
(804) 788-8464
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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, 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] 333-46552
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, check the following box. [_]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed
Proposed Maximum
Title of each Class of Amount Maximum Aggregate Amount of
Securities to be to be Offering Price Offering Registration
Registered Registered(1) Per Share(2) Price(2) Fee
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<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share......... 575,000 $11.88 $6,831,000 $1,804
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</TABLE>
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(1) Includes 75,000 shares of common stock which may be purchased from a
selling shareholder by the underwriters to cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 of the Securities Act of 1933, as amended.
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<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended (the "Act"). The information in the
Registration Statement on Form S-1 (Reg. No. 333-46552) filed by Insmed
Incorporated (the "Company") pursuant to the Act with the Securities and
Exchange Commission (the "Commission") on September 25, 2000, as amended,
including the exhibits thereto, and declared effective by the Commission on
October 26, 2000, is incorporated herein by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Richmond,
Commonwealth of Virginia, on the 27th of October, 2000.
Insmed Incorporated
a Virginia corporation
(Registrant)
/s/ Geoffrey Allan
By: _________________________________
Geoffrey Allan, Ph.D.
Chairman of the Board, President
and Chief Executive Officer
(Principal Executive Officer)
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Geoffrey Allan and Michael D. Baer, or any of them, his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments and any related
Rule 462(b) Registration Statement and any other documents filed with the
Securities and Exchange Commission) to this Registration Statement, and to
cause the same to be filed, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
granting to said attorney-in-fact and agent, or any of them, full power and
authority to do and perform each and every act and thing whatsoever requisite
or desirable to be done in and about the premises, as fully to all intents and
purposes as the undersigned might or could do in person, hereby ratifying and
confirming all acts and things that said attorney-in-fact and agent, or any of
them, or his or their substitute, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on the 27th day
of October, 2000, in the capacities indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Geoffrey Allan Chairman of the Board, October 27, 2000
______________________________________ President and Chief
Geoffrey Allan, Ph.D. Executive Officer
(Principal Executive
Officer)
/s/ Michael D. Baer Chief Financial Officer October 27, 2000
______________________________________ (Principal Financial and
Michael D. Baer Accounting Officer)
/s/ Kenneth G. Condon Director October 27, 2000
______________________________________
Kenneth G. Condon
/s/ Graham K. Crooke, M.D. Director October 27, 2000
______________________________________
Graham K. Crooke, M.D.
Director October 27, 2000
______________________________________
Steinar J. Engelsen, M.D.
/s/ Edgar G. Engleman, M.D. Director October 27, 2000
______________________________________
Edgar G. Engleman, M.D.
</TABLE>
<PAGE>
Exhibit Index
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
5.1 Opinion of Hunton & Williams as to the validity of the shares of Insmed Incorporated Common Stock.
23.1 Consent of Hunton & Williams (Included as part of Exhibit 5.1 to the Registration Statement).
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Ernst & Young LLP.
24.1 Power of Attorney (Included on the signature page of the Registration Statement).
</TABLE>
