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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 7, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE MEDICINES COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 2834 04-3324394
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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ONE CAMBRIDGE CENTER
CAMBRIDGE, MASSACHUSETTS 02142
(617) 225-9099
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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CLIVE MEANWELL
CHIEF EXECUTIVE OFFICER
THE MEDICINES COMPANY
ONE CAMBRIDGE CENTER
CAMBRIDGE, MASSACHUSETTS 02142
(617) 225-9099
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:
STEVEN D. SINGER, ESQ. GERALD S. TANNENBAUM, ESQ.
STUART M. FALBER, ESQ. MICHAEL E. WEISS, ESQ.
HALE AND DORR LLP CAHILL GORDON & REINDEL
60 STATE STREET 80 PINE STREET
BOSTON, MASSACHUSETTS 02109 NEW YORK, NEW YORK 10005-1702
(617) 526-6000 (212) 701-3000
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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| 333-37404
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. |_|
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED (1) PER SHARE (2) OFFERING PRICE (2) REGISTRATION FEE
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Common Stock, $.0.001 par value
per share.......................... 1,150,000 shares $16.00 $18,400,000 $4,858
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(1) Includes 150,000 shares which the Underwriters have the option to
purchase from the Company to cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(a) under the Securities Act of
1933.
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EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This registration statement is being filed with respect to the registration
of additional shares of common stock, par value $.0.001 per share, of The
Medicines Company, a Delaware corporation, pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The contents of the earlier effective
registration statement (File No. 333-37404) are incorporated in this
registration statement by reference.
The required opinions and consents are listed on an Exhibit Index attached
hereto and filed herewith.
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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 Cambridge, Commonwealth
of Massachusetts, on this 7th day of August, 2000.
THE MEDICINES COMPANY
By: /s/ Peyton J. Marshall
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Peyton J. Marshall
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title
--------- -----
* Chief Executive Officer and President
---------------------------- (Principal Executive Officer)
Clive A. Meanwell
/s/ Peyton J. Marshall Chief Executive Officer and President
---------------------------- (Principal Executive Officer)
Peyton J. Marshall
*
---------------------------- Director
Dennis B. Gillings
*
---------------------------- Director
Anders D. Hove
*
---------------------------- Director
M. Fazle Husain
*
---------------------------- Director
T. Scott Johnson
*
---------------------------- Director
Armin M. Kessler
*
---------------------------- Director
James E. Thomas
*
---------------------------- Director
Robert Yedid
*
---------------------------- Director
Leonard Bell
*By: /s/ Peyton J. Marshall
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Peyton J. Marshall
Attorney-in-Fact
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EXHIBIT INDEX
Exhibit No. Description
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5 -- Opinion of Hale and Dorr LLP
23.1 -- Consent of Hale and Dorr LLP (included in Exhibit 5)
23.2 -- Consent of Ernst & Young LLP
24* -- Powers of Attorney
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* Filed as Exhibit 24 to the Registrant's Registration Statement on Form S-1
(File No. 333-37404) filed with the Commission on May 19, 2000.
