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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 13, 1996
REGISTRATION NO. 333-00127
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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GENOME THERAPEUTICS CORP.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
MASSACHUSETTS 04-2297484
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
</TABLE>
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100 BEAVER STREET, WALTHAM, MASSACHUSETTS 02154
(617) 893-5007
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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FENEL M. ELOI
VICE PRESIDENT, TREASURER, AND CHIEF FINANCIAL OFFICER
GENOME THERAPEUTICS CORP.
100 Beaver Street
Waltham, Massachusetts 02154
(617) 893-5007
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
<TABLE>
<S> <C>
DAVID C. CHAPIN, ESQ. DAVID E. REDLICK, ESQ.
ROPES & GRAY HALE AND DORR
One International Place 60 State Street
Boston, Massachusetts 02110 Boston, Massachusetts 02109
</TABLE>
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Approximate date of commencement of proposed sale to the public:
As soon as practicable after the Registration Statement becomes effective.
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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. / /
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. / /
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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 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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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS
The following is a list of exhibits filed as a part of this registration
statement.
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(A) EXHIBITS
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------------ -----------
<S> <C>
1 -- Underwriting Agreement. (10)
3.1 -- Restated Articles of Organization. (1)
3.1.1 -- Amendment dated January 5, 1982 to Restated Articles of Organization. (2)
3.1.2 -- Amendment dated January 24, 1983 to Restated Articles of Organization. (3)
3.1.3 -- Amendment dated January 17, 1984 to Restated Articles of Organization. (4)
3.1.4 -- Amendment dated December 9, 1987 to Restated Articles of Organization. (5)
3.1.5 -- Amendment dated January 24, 1994 to Restated Articles of Organization. (6)
3.1.6 -- Amendment dated August 31, 1994 to Restated Articles of Organization. (6)
3.2 -- By-Laws of the Company. (1)
3.2.1 -- Amendment dated October 20, 1987 to the By-laws. (7)
3.2.2 -- Amendment dated October 16, 1989 to the By-laws. (8)
4.1 -- Specimen Certificate for shares of Common Stock, $.10 par value of the Company.
(9)
4.2 -- Warrant to Purchase Shares of Common Stock. (11)
5 -- Opinion of Ropes & Gray.
23.1 -- Consent of Ropes & Gray (contained in its opinion filed as Exhibit 5 hereto).
23.2 -- Consent of Arthur Andersen LLP.
23.3 -- Consent of Lahive & Cockfield. (11)
24 -- Power of Attorney. (9)
- ---------------
<FN>
(1) Filed as an exhibit to the Company's Registration Statement on Form S-1
(No. 2-75230) and incorporated herein by reference.
(2) Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the
quarter ended February 27, 1982 and incorporated herein by reference.
(3) Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the
quarter ended February 26, 1983 and incorporated herein by reference.
(4) Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the
quarter ended February 25, 1984 and incorporated herein by reference.
(5) Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the
quarter ended November 28, 1987 and incorporated herein by reference.
(6) Filed as an Exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended August 31, 1994 and incorporated herein by reference.
(7) Filed as an exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended August 31, 1987 and incorporated herein by reference.
(8) Filed as an exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended August 31, 1989 and incorporated herein by reference.
(9) Previously filed with the Commission on January 10, 1996.
(10) Previously filed with the Commission on January 19, 1996.
(11) Previously filed with the Commission on February 12, 1996.
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(B) FINANCIAL STATEMENT SCHEDULES
Schedule II -- Valuation and Qualifying Accounts
All other schedules are not submitted because either they are not
applicable, not required or because the information is contained in the
financial statements, including the Notes thereto.
II-1
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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 Amendment No. 4 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Waltham, Commonwealth of
Massachusetts, on this 13th day of February, 1996.
GENOME THERAPEUTICS CORP.
/S/ FENEL M. ELOI
By: ................................
FENEL M. ELOI
Vice President, Treasurer
and Chief Financial Officer
<TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 4 to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/S/ ROBERT J. HENNESSEY* Chairman of the Board of Directors, February 13, 1996
................................. President and Chief Executive
ROBERT J. HENNESSEY Officer (Principal Executive
Officer)
/S/ FENEL M. ELOI Vice President, Treasurer and Chief February 13, 1996
................................. Financial Officer (Principal
FENEL M. ELOI Financial and Accounting Officer)
/S/ ORRIE M. FRIEDMAN* Director February 13, 1996
.................................
ORRIE M. FRIEDMAN
/S/ PHILIP J. LEDER* Director February 13, 1996
.................................
PHILIP J. LEDER
/S/ LAWRENCE LEVY* Director February 13, 1996
.................................
LAWRENCE LEVY
/S/ DONALD J. MCCARREN* Director February 13, 1996
.................................
DONALD J. MCCARREN
/S/ STEVEN M. RAUSCHER* Director February 13, 1996
.................................
STEVEN M. RAUSCHER
</TABLE>
/S/ FENEL M. ELOI
*By: .........................
FENEL M. ELOI
Attorney-in-Fact
II-2
<PAGE> 1
EXHIBIT 5
February 13, 1996
Genome Therapeutics Corp.
100 Beaver Street
Waltham, Massachusetts 02154
Re: Registration Statement on
Form S-3 (No. 333-00127)
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Ladies and Gentlemen:
This opinion is rendered to you in connection with the above-mentioned
registration statement (the "Registration Statement") on Form S-3 filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), for the registration under the Act by Genome Therapeutics
Corp. (the "Company") of up to 2,875,000 shares of the Company's Common Stock,
$0.10 par value per share (the "Shares").
The Shares are to be sold pursuant to an underwriting agreement (the
"Underwriting Agreement") to be entered into between the Company and the
underwriter named herein (the "Underwriter").
We have acted as counsel to the Company in connection with the issuance
and sale of the Shares and the preparation of the Registration Statement. For
purposes of this opinion, we have examined and relied upon such documents and
records as we have deemed necessary.
We have assumed that the Underwriting Agreement will have been duly
executed and delivered, all in accordance with the authorizing resolutions of
the Board of Directors of the Company, and that the Shares will be sold and
transferred only upon payment therefor and as provided in the Underwriting
Agreement.
Based upon the foregoing, we are of the opinion that the Shares have been
duly authorized and when issued, delivered, and paid for as provided in the
Underwriting Agreement will be validly issued, fully-paid and nonassessable.
We hereby consent to the filing of this opinion as part of the
Registration Statement and to the use of our name therein and in the related
prospectus under the caption "Legal Matters."
It is understood that this opinion is to be used only in connection with
the offer and sale of the Shares while the Registration Statement is in effect.
Very truly yours,
/s/ ROPES & GRAY
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Ropes & Gray
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of reports
(and to all references to our Firm) included in or made part of this
Registration Statement.
ARTHUR ANDERSEN LLP
February 9, 1996
