Registration No. 333-80085
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-3/A
REGISTRATION STATEMENT
Under
The Securities Act of 1933
______________________
Aquila Biopharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
Delaware 04-3307818
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
175 Crossing Boulevard
Framingham, Massachusetts 01702
(508) 628-0100
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
______________________
ATTORNEY JANE V. HAWKES
BOWDITCH & DEWEY, LLP
311 Main Street
Worcester, Massachusetts 01608
(508) 791-3511
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
______________________
Approximate date of commencement of proposed sale to the public: From
time to time after this Registration Statement becomes effective.
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.
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.
SUBJECT TO COMPLETION DATED JUNE 4, 1999
PROSPECTUS
250,000 SHARES
AQUILA BIOPHARMACEUTICALS, INC.
COMMON STOCK
Selling Shareholders identified in this Prospectus may sell up
to 250,000 shares of Aquila common stock. Aquila will not receive any of the
proceeds from the sale of shares by the Selling Shareholders.
Aquila's common stock is traded on the NASDAQ National Market
System under the symbol "AQLA". On June 2, 1999, the last reported sale
price for the common stock on the NASDAQ National Market was
$2.00 per share.
INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE
OF RISK. SEE "RISK FACTORS" COMMENCING ON PAGE 3.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION
NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR
DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS JULY ___, 1999.
The information in this Prospectus is not complete and may be
changed. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This
Prospectus is not an offer to sell these securities and it is not soliciting
an offer to buy these securities in any state where the offer or sale is not
permitted.
WHERE YOU CAN FIND MORE INFORMATION
We are a reporting company and file annual, quarterly and current
reports, proxy materials and other information with the SEC. You may read
and copy these reports, proxy materials and other information at the SEC's
public reference rooms at 450 Fifth Street, N.W., Washington, DC 20549, New
York, NY, and Chicago, IL. You can request copies of these documents by
writing to the SEC and paying a fee for the copying costs. Please call the
SEC at 1-800-SEC-0330 for more information about the operation of the public
reference rooms. Our SEC filings are also available at the SEC's Web Site at
"http:\\www.sec.gov".
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" information that we
file with them, which means that we can disclose important information to you
by referring you to those other documents. The information incorporated by
reference is an important part of this Prospectus, and information that we
file later with the SEC will automatically update and supercede this
information. We incorporate by reference the documents listed below and any
future filings we will make with the SEC under Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934:
- Annual Report on Form 10-K for the fiscal year ended
December 31, 1998;
- Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 1999; and
- Description of the common stock contained in Aquila's
Registration Statement on Form 8(a) filed with the SEC under
the Securities Exchange Act of 1934.
You may request a copy of the other filings at no cost, by writing or
telephoning us at the following address:
Aquila Biopharmaceuticals, Inc.
175 Crossing Boulevard
Framingham, Massachusetts 01702
Attn: James L. Warren, CFO
(508) 628-0100
This Prospectus is part of a registration statement we have filed with
the SEC. You should rely only on the information incorporated by reference or
provided in this Prospectus. No one else is authorized to provide you with
different information. We are not making an offer of these securities in any
state where the offer is not permitted. You should not assume that the
information in this Prospectus is accurate as of any date other than the date
on the front of this document.
PROSPECTUS SUMMARY
The Company
We engage in discovery, development and commercialization of
products to prevent, treat or control infectious diseases, autoimmune disorders
and cancers. Our proprietary product development programs include Quilvax-
M(TM) for controlling bovine mastitis, Quilimmune-M(TM) for preventing malaria
and Quilimmune-P(TM) for preventing pneumococcal infections. CD1-TB to
prevent tuberculosis infections and CD1-CHL for preventing chlamydia
infections are in research. We have six corporate partners who are involved
in product development programs using our Stimulon(TM) adjuvants. A seventh
corporate partner markets our feline leukemia virus vaccine.
The Offering
Common Stock Offered 250,000 shares for the account of
Selling Shareholders
Common Stock Outstanding 6,996,738 shares
as of June 2, 1999
Use of Proceeds Proceeds are solely for the account
of the Selling Shareholders, and
Aquila will not receive any
proceeds. See "Use of Proceeds."
NASDAQ Symbol AQLA
FORWARD-LOOKING STATEMENTS
This Prospectus and the documents incorporated herein contain
forward-looking statements which involve a number of risks and uncertainties.
Actual results may differ materially from those anticipated in the forward-
looking statements. The following factors, among others, could effect our
actual results: general economic conditions; risks in product and technology
development; delays and difficulties in the regulatory approval process;
difficulties in obtaining raw materials and supplies for the Company's
products; failure of corporate partners to commercialize successfully products
using the Company's technology; competition from other companies; the costs of
acquiring additional technology; failure to obtain the funding necessary for
the Company's planned activities; and other risks and uncertainties identified
in this Prospectus and the Company's SEC filings and the exhibits thereto,
including those set forth under "Risk Factors" below.
RISK FACTORS
Investment in the shares offered hereby involves a high degree of risk.
Please consider carefully the following risk factors, among others, relating to
the Company.
HISTORY OF OPERATING LOSSES
Because of the nature of the business of developing and
commercializing drug products, our operating expenses from 1995 through
1998 have exceeded our operating revenues for the same period by significant
amounts. We expect to incur additional operating losses over the next several
years, and we expect losses to increase as our research and development and
clinical trial efforts expand. We cannot guarantee that we will successfully
develop, receive regulatory approval for, commercialize, manufacture, market
and sell any additional products, or achieve or sustain future profitability.
EARLY STAGE OF TECHNOLOGY, UNCERTAINTY OF PRODUCT
DEVELOPMENT AND SUCCESSFUL COMMERCIALIZATION
Many of our research and development programs are at an early stage
of development. To date, the USDA has only approved one of our product
candidates, Quilvax-FeLV(TM), our feline leukemia vaccine. Neither the USDA
(in the case of our animal product candidate) nor the FDA (in the case of our
human product candidates) has approved any of our other product candidates.
While our development efforts are at different stages for different products,
we cannot assure you that we will successfully develop any additional products
or that we will not abandon some or all of our proposed research programs.
We must conduct time-consuming, extensive and costly clinical trials, in
compliance with FDA regulations to show the safety and effectiveness of each
of our human product candidates before the FDA can approve a product candidate
for sale. We must also conduct trials and comply with USDA regulations to
show the safety and effectiveness of our animal product candidate before it is
approved. Clinical trials are lengthy and expensive and have a high risk of
failure. In addition, to compete effectively, our products must be easy to
use, cost effective and economical to manufacture on a commercial scale.
We cannot assure you that we can achieve any of these objectives. Any of our
product candidates may fail the testing phase or may not attain market
acceptance. Also, third parties may develop superior products or have
proprietary rights that preclude us from marketing our products. Some of our
product candidates and those products being developed by our collaborators
and licensees have advanced to human clinical trials. We have one animal
product in clinical trials, one human product has completed Phase I clinical
trials and one human product is in Phase II clinical trials.
Our product candidates are prone to the risks of failure inherent in
pharmaceutical product development, including the following:
- Our technical approach will not be successful;
- Any or all of our product candidates will not be safe and
effective;
- Product candidates will not otherwise meet applicable
regulatory standards or receive regulatory clearance;
- Our product candidates will not prove to be commercially
viable products;
- We will not be able to manufacture or produce economically
or on a large scale any or all of our product candidates;
- We will not be able to successfully market our product
candidates;
- We will not be able to market such products because of the
proprietary rights of third-parties; and
- Our competitors will market superior or equivalent products.
FUTURE FUNDING NEEDS; UNCERTAINTY OF ADDITIONAL FINANCING
While we have some revenue sources, we do not think these sources
will generate sufficient funds to continue our operations until
commercialization of our product candidates. In addition, changes in our
research and development plans or other events affecting our operations may
significantly increase our capital requirements over current projections.
We cannot be certain that expected revenues will materialize, or that other
financing will be available on acceptable terms.
We will need to raise additional capital in order to continue our
research and development programs, conduct preclinical and clinical testing of
our product candidates and conduct full scale manufacturing of any products
that we may develop. The timing and degree of any future requirements will
depend on numerous factors, including:
- the progress of our research and development programs;
- the progress of preclinical and clinical testing;
- the time and costs involved in obtaining regulatory approvals;
- the cost of filing, prosecuting, defending and enforcing any
patent claims and other intellectual property rights;
- competing technological and market developments;
- changes in our existing research relationships;
- our ability to establish collaborative marketing arrangements;
and
- development of commercialization activities and
arrangements.
Based on current projections, we estimate that our existing capital
resources, research revenue and revenue from product sales will be sufficient
to meet our cash requirements for approximately fifteen months. Whether we
can continue to operate beyond such period will depend upon our ability to
generate substantial operating revenue from license fees and other sources or
procure additional funding. We cannot be sure that our product candidates
will prove successful or generate significant sales or earnings in the future
or that, if needed, we will be able to obtain future funding on reasonable
terms, if at all, or at the appropriate time for our planned activities.
If adequate funds are not available, we may be required to delay,
reduce the scope of or eliminate one or more of our research or development
programs; to obtain funds through arrangements with collaborative partners or
others that may require us to relinquish rights to certain of our technologies,
product candidates or products that we would otherwise seek to develop or
commercialize ourselves; or to license the rights to such products on terms
that are less favorable to us than might otherwise be available. If we raise
additional funds by issuing equity securities, this may result in further
dilution to our existing shareholders. In addition, any future investors
could demand (and we may have to grant) rights superior to those of our
existing shareholders.
RISKS ASSOCIATED WITH COLLABORATIVE ARRANGEMENTS
Part of our strategy for the development, clinical testing and
commercialization of our products is to license certain companies to use our
technologies. The success of these third parties in performing their
responsibilities under the license agreements may affect the timing and amount
of license fee payments, royalties and revenues from product sales, and we
cannot assure you that such collaborations will be successful. We may not be
able to establish additional acceptable collaborative arrangements or license
agreements should we deem this necessary to develop and commercialize our
product candidates, nor can we assure you that such future arrangements will be
successful.
PATENTS AND PROPRIETARY RIGHTS
We cannot be sure that our current patents or patents that issue from
any of our pending applications will not be challenged, invalidated or
circumvented. Although we are not aware of any issued third party patents
which would interfere with development of any of our products, we cannot be
certain that we will not infringe on existing or future patents owned by others
or that third parties will not bring suit against us for infringement of such
patents. CSL International ACN ("CSL") and Seed Capital Inc. filed an
opposition with the European Patent Office ("EPO") on the issuance of our
QS-21 patent in Europe. At a hearing before the EPO in October of 1998, we
prevailed on all points raised in the opposition. CSL may appeal the EPO's
decision, and, though we do not believe that CSL's claims have any merit or
are likely to succeed, there can be no assurance that we will prevail in any
future actions taken to attack the validity of our patents.
Patent litigation can be extremely costly and time consuming, but may
be necessary for us to enforce our patents or defend against claims by third-
parties.
We also rely extensively on trade secrets and other unpatented
proprietary technology. We attempt to protect our proprietary technology in
part by confidentiality agreements with our employees, consultants, advisors
and collaborators. We cannot assure you that the other parties will not
violate these agreements, that we will have adequate remedies, or that our
trade secrets will not otherwise become known or independently developed by
competitors.
COMPETITION AND TECHNOLOGICAL CHANGE
The biotechnology and pharmaceutical industries are subject to rapid
and significant technological change. Our competitors in the United States and
abroad are numerous. Our competitors include, among others, major
pharmaceutical companies, specialized biotechnology firms, universities and
other research institutions. Specifically, other adjuvants which could compete
with our Stimulon(TM) adjuvants are under development by Ribi ImmunoChem
Research, Inc., Corixa Corporation, AVANT Immunotherapeutics, Inc. and
Chiron Corporation. Our competitors may succeed in developing technologies
and products that are more effective than any which we are developing or that
would render our technology and products obsolete and noncompetitive.
Many of our competitors have substantially greater financial and
technical resources than we do in:
- production and marketing;
- conducting clinical trials; and
- obtaining regulatory approvals.
If we begin significant commercial sales of our products, we will also
be competing with respect to manufacturing and marketing capabilities, areas in
which we have limited experience.
GOVERNMENT REGULATION; NO ASSURANCE OF REGULATORY APPROVAL
Our research and development activities and products are subject to
extensive and rigorous regulation by the federal government, principally the
FDA and USDA, and by state and local governments. We intend to market our
products in other countries, and foreign governments may also impose stringent
regulations. We must complete all appropriate regulatory clearance processes
before commercializing any of our product candidates, which is lengthy and
expensive. We cannot be sure that we will obtain necessary regulatory
approvals on a timely basis, if at all, for any of our product candidates.
The current regulatory framework may change or additional
regulations may arise at any stage during our product development, which may
affect our ability to obtain approval as anticipated, delay the submission or
review of an application or require additional expenditures. Even if
regulatory approval of the drug is granted, the approval may limit the drug to
certain uses or "indications." Approved drugs, drug manufacturers and
manufacturing facilities are also subject to continual review and periodic
inspections by the FDA or foreign regulatory agencies, even after the drug is
on the market. As a manufacturer, we must spend considerable time, money and
effort, especially in the areas of production and quality control, to comply
with FDA or foreign manufacturing regulations. Later discovery of previously
unknown problems with a product or facility may result in restrictions being
placed on that product or us, including forcing a withdrawal of the product
from the market. Our failure to comply with applicable regulatory
requirements could, among other things, result in fines, suspensions of
regulatory approvals, product recalls, operating restrictions and criminal
prosecution. We are also subject to numerous environmental, health and
workplace safety laws and regulations, including those related to laboratory
procedures, exposure to blood-born pathogens, and the handling of bio-
hazardous materials.
MANUFACTURING LIMITATIONS
We have limited capability to manufacture products for commercial
use. We may need to construct additional manufacturing facilities or to have
another company manufacture our products. We do not guarantee that we could
do either at a cost low enough to enable us to obtain an appropriate profit
margin.
If we decide to manufacture additional products ourselves, we will be
subject to regulatory requirements and will require substantial additional
capital. The FDA or other regulatory agency may seek to subject these products
to more extensive regulation.
LIMITED SALES AND MARKETING EXPERIENCE
We have very limited experience in sales, marketing and distribution of
products. We currently do not sell any products directly. Instead, we sell
our feline leukemia vaccine through our partner Virbac which is responsible
for all sales and marketing of that product. In order to distribute our
products we will most likely have to enter into collaborations with third
parties. We may be unable to find a suitable marketing partner or to enter
into a marketing arrangement which would be economically advantageous to the
Company.
DEPENDENCE ON RETENTION AND ATTRACTION OF KEY EMPLOYEES
Our product development and marketing plans depend heavily on
retaining existing management and the ability to hire additional qualified
management and operating personnel. Recruiting and retaining qualified
scientific personnel to perform research and development work is critical to
our success. Loss of our key personnel would likely delay the achievement of
development objectives and will have a negative affect on our business. We do
not maintain any key person life insurance policies. We face serious
competition for qualified individuals from numerous pharmaceutical and
biotechnology companies, and other research institutions.
PRODUCT LIABILITY AND AVAILABILITY OF INSURANCE
Drugs used in clinical trials and drugs sold on the market may expose
us to damages claims and adverse publicity resulting from the use of such
products. We have limited product liability coverage for clinical research use
of product candidates such as the Stimulon(TM) adjuvants and Quilvax(TM) and
Quilimmune(TM) products. We also maintain product liability insurance for the
commercial sale of our feline leukemia vaccine, and we intend to obtain similar
coverage for new products if and when they are commercialized. We may not
be able to afford to buy enough liability insurance to protect us against all
of the product liability losses that could possibly occur, and we cannot
guarantee that any such insurance would provide us with sufficient protection
against a product liability claim.
HAZARDOUS MATERIALS; ENVIRONMENTAL MATTERS
Our research and development activities and manufacturing processes
involve the controlled use of hazardous, controlled and radioactive materials.
Although we believe that our safety procedures for handling and disposing of
such materials comply with the standards required under local, state and
federal regulations, there is still a risk of accidental contamination or
injury, or negligent disposal by third parties. If there was such an
accident, we could be held liable for any damages that result. Those
liabilities may exceed our resources. Although we believe that we are in
compliance with applicable and environmental laws and regulations and
currently do not expect to have to spend significant amounts of money for
environmental control facilities, we may be required to do so to comply with
environmental laws and regulations in the future.
UNCERTAINTY RELATED TO PRICING OF HEALTH CARE PRODUCTS AND REIMBURSEMENT
Our ability to successfully sell our products depends in part on the
extent to which reimbursement for the cost of such products and related
treatments will be available from government, health administration
authorities, private health coverage insurers, HMOs and other organizations.
Adequate third-party coverage may not be available to allow us to obtain
satisfactory price levels for third-party payor reimbursements. Government
and other third-party payors are increasingly attempting to contain health
care costs by limiting both coverage and the level of reimbursement for new
products. If adequate coverage and reimbursement levels are not provided by
government and third-party payors for uses of our product, the market
acceptance of these products will be more difficult. We cannot guarantee
that our corporate partners' products, if any, will be considered cost-
effective or that adequate reimbursement will be available to enable us or
our corporate partners to make a profit.
VOLATILITY OF STOCK PRICE; LIMITED TRADING VOLUME
The market price of our common stock has been and is likely to
continue to be volatile. The market price can be influenced by factors such as
announcements by us or our competitors of technological innovations, new
commercial products, major financing agreements, patent or proprietary right
developments, public concern as to the safety of biotechnology, and period to
period fluctuations in financial results.
There is limited trading volume in our common stock and limited
liquidity. We cannot guarantee that greater trading volume or a more active
market for the common stock will develop.
POTENTIAL ANTI-TAKEOVER DEVICES
Certain provisions of our charter documents, our Shareholder Rights
Plan and Delaware General Corporation law may have the effect of delaying,
discouraging, inhibiting or preventing an attempt by a third party to obtain
control of Aquila by means of a tender offer, business combination, proxy
contest or otherwise. The terms of the members of our board expire in
different years, thus making it more difficult for a party waging a proxy
contest to obtain control of a majority of the board. In addition, our
Shareholder Rights Plan discourages any hostile takeover by giving existing
shareholders the right to buy shares in either the Company or any acquirer
at a price that could cause massive dilution.
USE OF PROCEEDS
Aquila will not receive any proceeds from the sale of the shares of
common stock offered by the Selling Shareholders.
SELLING SHAREHOLDERS
In connection with our acquisition of VacTex, Inc. in April 1998, we
issued debentures to the former shareholders of VacTex in partial payment for
their stock in VacTex. These former VacTex shareholders have the right to
"put" the debentures back to Aquila in exchange for a predetermined amount of
cash after April 13, 1999. Some of those former VacTex shareholders have
agreed to exchange these debentures for common stock of Aquila. Our
registration of the shares of common stock does not necessarily mean that the
Selling Shareholders will sell all or any of the shares. The following table
sets forth certain information regarding the beneficial ownership of our common
stock as of June 2, 1999, by each of the Selling Shareholders, on which date
6,996,738 shares of common stock were outstanding (excluding all of the shares
which are being registered hereunder).
The information provided in the table below with respect to each
Selling Shareholder has been obtained from such Selling Shareholder. Except
as otherwise disclosed below, none of the Selling Shareholders has, or within
the past three (3) years has had, any position, office or other material
relationship with Aquila. Because the Selling Shareholders may sell all or
some of the shares of common stock beneficially owned by them, we can only
give an estimate (assuming each Selling Shareholder sells all of his, her or
its shares offered hereby) as to the number of shares of common stock that
will be beneficially owned by the Selling Shareholders after this offering.
In addition, the Selling Shareholders may have sold, transferred or otherwise
disposed of, or may sell, transfer or otherwise dispose of, at any time or
from time to time since the date on which they provided the information
regarding the shares of common stock beneficially owned by them, all or a
portion of the shares of common stock beneficially owned by them in
transactions exempt from the registration requirements of the Securities Act
of 1933.
Name Amount Of Amount to be Percentage
Securities Offered for Of Class to
Owned Prior The Security Be Owned
To Offering Holders Account After
The Offering
NEA Ventures [2,333] [2,333] *
1996, L.P.
New Enterprise [604,374] [230,198] 5.18
Associates VI,
L.P.
Stephen Chubb [30,609] [11,663] *
*Less than 1%
PLAN OF DISTRIBUTION
The Company is registering the shares on behalf of the Selling
Shareholders. As used herein, "Selling Shareholders" includes donees,
pledgees, transferees, or other successors-in-interest selling shares received
after the date of this prospectus from a Selling Shareholder as a gift, pledge,
partnership distribution or other non-sale related transfer. The shares of
common stock may be sold from time to time by the Selling Shareholders in one
or more transactions at fixed prices, at market prices at the time of sale, at
varying prices determined at the time of sale or at negotiated prices. The
Selling Shareholders may offer their shares of common stock in one or more of
the transactions:
- on any national securities exchange or quotation service on
which the common stock may be listed or quoted at the time
of sale, including the NASDAQ National Stock Market,
- in the over-the-counter market,
- in private transactions,
- through options,
- by pledge to secure debts and other obligations, or
- a combination of any of the above transactions.
If required, we will distribute a supplement to this Prospectus to
describe material changes in the terms of the offering.
The shares of common stock to be offered by the Selling Shareholders
hereunder, will be sold from time to time directly by the Selling
Shareholders. Alternatively, the Selling Shareholders may from time to time
offer shares of common stock to or through underwriters, brokers/dealers or
agents. The Selling Shareholders and any underwriters, brokers/dealers or
agents that participate in the distribution of the shares of common stock may
be deemed to be "underwriters" within the meaning of the Securities Act of
1933. Any profits on the resale of shares of common stock and any
compensation received by any underwriter, broker/dealer or agent may be
deemed to be underwriting discounts and commissions under the Securities Act
of 1933. Also, any underwriters will be subject to prospectus delivery
requirements of the Securities Act.
Any shares covered by this Prospectus which qualify for sale pursuant
to Rule 144 of the Securities Act of 1933 may be sold under Rule 144 rather
than pursuant to this Prospectus. The Selling Shareholders may not sell all of
the shares. The Selling Shareholders may transfer, devise or gift such shares
by other means not described in this Prospectus.
To comply with the securities laws of certain jurisdictions, the
common stock must be offered or sold only through registered or licensed
brokers or dealers. In addition, in certain jurisdictions, the common stock
may not be offered or sold unless they have been registered or qualify for
sale or an exemption is available and complied with.
Under the Securities Exchange Act of 1934, any person engaged in a
distribution of the common stock may not simultaneously engage in market-
making activities with respect to the common stock for nine (9) business days
prior to the start of the distribution. In addition, each Selling Shareholder
and any other person participating in a distribution will be subject to the
Securities Exchange Act of 1934 which may limit the timing of purchases and
sales of common stock by the Selling Shareholders or any such other person.
These factors may affect the marketability of the common stock and the ability
of brokers or dealers to engage in market-making activities.
We will pay all the expenses incident to the offering and sale of
common stock to the public. Such expenses are estimated to be $18,139. The
Selling Shareholders will pay all underwriting discounts and selling
commissions, if any.
EXPERTS
The consolidated financial statements of Aquila Biopharmaceuticals
Inc. incorporated in this Prospectus by reference to the Annual Report on Form
10-K for the year ended December 31, 1998 have been incorporated herein in
reliance on the report of PricewaterhouseCoopers LLP given on the authority of
said firm as experts in accounting and auditing.
LEGAL MATTERS
The legality of the shares to be sold by the Selling Shareholders and
purchased by the purchasers will be passed upon by Bowditch & Dewey, LLP,
Worcester, Massachusetts.
TABLE OF CONTENTS
Where You Can Find More Information 1
Information Incorporated By Reference 1
Prospectus Summary 2
Forward-Looking Statements 2
Risk Factors 3
Use of Proceeds 7
Selling Shareholders 7
Plan of Distribution 8
Experts 9
Legal Matters 9
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 Framingham, The Commonwealth of Massachusetts,
on July 16, 1999.
AQUILA BIOPHARMACEUTICALS, INC.
By: /s/ Alison Taunton-Rigby
Alison Taunton-Rigby
President and Chief Executive Officer
By: /s/ James L. Warren
James L. Warren
Treasurer, Chief Financial Officer and
Chief Accounting 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.
Alison Taunton-Rigby, Director
Jeffrey T. Beaver, Director
Keith J. Dorrington, Director
Elliott D. Hillback, Jr., Director
Robert J. Carpenter, Director
By: /s/ Alison Taunton-Rigby July 16, 1999
(Alison Taunton-Rigby as attorney-in-fact for each of
the persons indicated pursuant to a power of attorney
previously filed with the Securities and Exchange Commission)
