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As filed with the Securities and Exchange Commission on November 9, 2000
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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IMMUNEX CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C>
Washington 51-0346580
(Stateor other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
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51 University Street
Seattle, Washington 98101
(206) 587-0430
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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Edward V. Fritzky
President, Chief Executive Officer and Chairman of the Board
Immunex Corporation
51 University Street
Seattle, Washington 98101
(206) 587-0430
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
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<S> <C> <C>
Stephen M. Graham Rise B. Norman John T. Bostelman
Alan C. Smith Simpson Thacher & Bartlett John L. Savva
Pamela M. Almaguer 425 Lexington Avenue Sullivan & Cromwell
Orrick, Herrington & Sutcliffe LLP New York, New York 10017 1870 Embarcadero Road
701 Fifth Avenue, Suite 6500 Palo Alto, California 94303
Seattle, Washington 98104
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Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
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] 333-43354
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
Aggregate Proposed Maximum
Title of Each Class of Securities Amount to Be Offering Price Aggregate Amount of
to Be Registered Registered Per Share(1) Offering Price Registration Fee
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Common stock, par value $.01 per 10,500,000
share.......................... shares $39.75 $417,375,000 $110,187
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(1) Based on the offering price.
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INCORPORATION BY REFERENCE TO REGISTRATION STATEMENT ON FORM S-3 (REGISTRATION
NO. 333-43354)
Immunex Corporation hereby incorporates by reference into this Registration
Statement on Form S-3 in its entirety the Registration Statement on Form S-3
(Registration No. 333-43354), as amended (including the exhibits thereto),
declared effective at approximately 4:00 p.m., EST, on August 30, 2000 by the
Securities and Exchange Commission.
II-1
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits.
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Number Description
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5.1 Opinion of Orrick, Herrington & Sutcliffe LLP as to the legality of the
shares.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Orrick, Herrington & Sutcliffe LLP (contained in the opinion
filed as Exhibit 5.1).
24.1* Power of Attorney (see page II-4 of the registrant's registration
statement on Form S-3 (Registration No. 333-43354) which is
incorporated herein by reference).
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* Previously filed
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Rule 111(b) Certification
In accordance with Rule 111(b) under the Securities Act of 1933, the
undersigned registrant hereby certifies that:
(i) the registrant or its agent has instructed the registrant's bank
or a wire transfer service to transmit to the Commission the
applicable filing fee by a wire transfer of such amount from the
account of the registrant or its agent to the Commission's
account at Mellon Bank as soon as practicable but no later than
the close of the next business day following the filing of the
Rule 462(b) registration statement to which such filing fee
relates;
(ii) the registrant or its agent will not revoke such instructions;
and
(iii) the registrant or its agent has sufficient funds in such account
to cover the amount of such filing fee.
The registrant further undertakes that, if such instructions have been sent
after the close of business of such bank or wire transfer service, it will
confirm receipt of such instructions by such bank or wire transfer service
during regular business hours on the following business day.
II-2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Seattle, State of Washington, on the
9th day of November, 2000
IMMUNEX CORPORATION
/s/ Edward V. Fritzky
By: _________________________________
Edward V. Fritzky
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated below on the 9th day of November, 2000.
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Signature Title
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<C> <S>
/s/ Edward V. Fritzky President, Chief Executive Officer and
______________________________________ Chairman of the Board (Principal Executive
Edward V. Fritzky Officer)
/s/ David A. Mann Senior Vice President, Chief Financial
______________________________________ Officer and Treasurer (Principal Financial
David A. Mann and Accounting Officer)
* Kirby L. Cramer Director
______________________________________
Kirby L. Cramer
* John E. Lyons Director
______________________________________
John E. Lyons
* Joseph M. Mahady Director
______________________________________
Joseph M. Mahady
* Edith W. Martin Director
______________________________________
Edith W. Martin
* Peggy V. Phillips Director
______________________________________
Peggy V. Phillips
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II-3
<PAGE>
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Signature Title
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* Lawrence V. Stein Director
______________________________________
Lawrence V. Stein
* Douglas E. Williams Director
______________________________________
Douglas E. Williams
/s/ Edward V. Fritzky
*By: _________________________________
Edward V. Fritzky
Attorney-in-Fact
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II-4
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INDEX TO EXHIBITS
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Number Description
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5.1 Opinion of Orrick, Herrington & Sutcliffe LLP as to the legality of the
shares.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Orrick, Herrington & Sutcliffe LLP (contained in the opinion
filed as Exhibit 5.1).
24.1* Power of Attorney (see page II-4 of the registrant's registration
statement on Form S-3 (Registration No. 333-43354) which is
incorporated herein by reference).
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* Previously filed
