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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 15, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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. /X/ 333-00127
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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<TABLE>
CALCULATION OF REGISTRATION FEE
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<CAPTION>
Proposed Proposed Maximum
Title of Each Class Maximum Offering Aggregate
of Securities to be Amount to be Price per Offering Amount of
Registered Registered Share(1) Price(1) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, par value $.10 per
share................................ 575,000 $13.00 $7,475,000 $2,578
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(1) Estimated solely for purposes of determining the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, as amended,
and based on the average of the high and low sales prices on February 14,
1996, as reported on the Nasdaq National Market.
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This registration statement is being filed with respect to the registration
of additional shares of common stock, par value $.10 per share, of Genome
Therapeutics Corp., a Massachusetts corporation, for an offering pursuant to
Rule 462(b) under the Securities Act of 1933, as amended. The contents of the
earlier effective registration statement (File No. 333-00127) are incorporated
in this registration statement by reference.
The required opinions and consents are listed on an Exhibit Index attached
hereto and filed herewith.
<PAGE> 3
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Waltham, Commonwealth of Massachusetts, on this 15th
day of February, 1996.
GENOME THERAPEUTICS CORP.
/S/ FENEL M. ELOI
By: ................................
FENEL M. ELOI
Vice President, Treasurer
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<C> <S> <C>
/S/ ROBERT J. HENNESSEY* Chairman of the Board of Directors, February 15, 1996
................................. President and Chief Executive
ROBERT J. HENNESSEY Officer (Principal Executive
Officer)
/S/ FENEL M. ELOI Vice President, Treasurer and Chief February 15, 1996
................................. Financial Officer (Principal
FENEL M. ELOI Financial and Accounting Officer)
/S/ ORRIE M. FRIEDMAN* Director February 15, 1996
.................................
ORRIE M. FRIEDMAN
/S/ PHILIP J. LEDER* Director February 15, 1996
.................................
PHILIP J. LEDER
/S/ LAWRENCE LEVY* Director February 15, 1996
.................................
LAWRENCE LEVY
/S/ DONALD J. MCCARREN* Director February 15, 1996
.................................
DONALD J. MCCARREN
/S/ STEVEN M. RAUSCHER* Director February 15, 1996
.................................
STEVEN M. RAUSCHER
/S/ FENEL M. ELOI
*By: .........................
FENEL M. ELOI
Attorney-in-Fact
</TABLE>
<PAGE> 4
<TABLE>
EXHIBIT INDEX
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
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<C> <C> <S> <C>
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.
24 -- Power of Attorney. (1)
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<FN>
(1) Filed as Exhibit 24 to the Registrant's Registration Statement on Form S-3
(File No. 333-00127) filed with the Commission on January 10, 1996.
</TABLE>
<PAGE> 1
EXHIBIT 5
February 15, 1996
Genome Therapeutics Corp.
100 Beaver Street
Waltham, Massachusetts 02145
Re: Registration Statement on
Form S-3
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 575,000 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 therein (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
.....................................
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 15, 1996
<PAGE> 1
EXHIBIT 23.3
Genome Therapeutics Corp.
100 Beaver Street
Waltham, Massachusetts 02154
Re: Genome Therapeutics Corp.
Registration Statement on Form S-3
Dear Sirs:
We hereby consent to the use of our name under the caption "Experts" in
Genome Therapeutics Corp.'s Registration Statement on Form S-3 and in the
related prospectus.
Very truly yours,
/s/ Lahive & Cockfield
....................................
Lahive & Cockfield
February 15, 1996
