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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 24, 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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MOLECULAR BIOSYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 36-3078632
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
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10030 BARNES CANYON ROAD
SAN DIEGO, CALIFORNIA 92121
(619) 824-2200
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
PRINCIPAL EXECUTIVE OFFICES)
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STEVEN LAWSON
VICE PRESIDENT, LEGAL AFFAIRS,
GENERAL COUNSEL, AND SECRETARY
MOLECULAR BIOSYSTEMS, INC.
10030 BARNES CANYON ROAD
SAN DIEGO, CALIFORNIA 92121
(619) 824-2200
(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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CRAIG P. COLMAR, ESQ. M. WAINWRIGHT FISHBURN, JR., ESQ.
MICHAEL BONN, ESQ. ERIC J. LOUMEAU, ESQ.
JOHNSON AND COLMAR COOLEY GODWARD CASTRO
300 SOUTH WACKER DRIVE HUDDLESON & TATUM
SUITE 1000 4365 EXECUTIVE DRIVE
CHICAGO, ILLINOIS 60606 SUITE 1100
(312) 922-1980 SAN DIEGO, CALIFORNIA 92121
(619) 550-6000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the date of this Registration Statement.
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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, please check the following box. / /
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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 for the same
offering. /X/ 333-02389
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
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TITLE OF PROPOSED PROPOSED
EACH CLASS OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED(1)(2) PER SHARE(3) OFFERING PRICE(3) FEE
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Common Stock, par value
$.01 per share......... 690,000 shares $9.00 $6,210,000 $2,141
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(1) Includes 90,000 shares that the Underwriters have the option to purchase
from the Company to cover over-allotments, if any.
(2) Shares of Common Stock previously registered include 3,450,000 shares for
which the registration fee has previously been paid.
(3) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(a) under the Securities Act of 1933.
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EXPLANATORY NOTE
The Registrant incorporates by reference its Registration Statement on Form
S-3 (File No. 333-02389), as amended by Post-Effective Amendment No. 1, which,
as so amended, became effective on May 23, 1996.
CERTIFICATION
The Company hereby certifies to the Commission that it has instructed its
bank to pay the Commission the filing fee of $2,141 for the additional
securities being registered hereby as soon as practicable (but in any event no
later than the close of business on May 24, 1996); that it will not revoke such
instructions; that it has sufficient funds in the relevant account to cover the
amount of the filing fee; and that it undertakes to confirm receipt of such
instructions by the bank on May 24, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of San
Diego, State of California, on May 23, 1996.
MOLECULAR BIOSYSTEMS, INC.
By /s/ BOBBA VENKATADRI
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Bobba Venkatadri
President and Chief Operating
Officer
POWER OF ATTORNEY
Each person whose signature appears below who is then an officer or
director of the registrant authorizes Kenneth J. Widder, M.D., and Bobba
Venkatadri, or either of them, with full power of substitution and
resubstitution, to sign in his or her name and to file any amendments (including
post-effective amendments) to this Registration Statement and all related
documents necessary or advisable to enable the registrant to comply with the
Securities Act of 1933, as amended, in connection with the registration of the
securities which are the subject of this Registration Statement, which
amendments may make such changes in this Registration Statement (as it may be so
amended) as Kenneth J. Widder, M.D., and Bobba Venkatadri, or either of them,
may deem appropriate, and to do and perform all other related acts and things
necessary to be done.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
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NAME TITLE DATE
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/s/ KENNETH J. WIDDER, M.D. Chairman of the Board, Chief May 23, 1996
- --------------------------------------------- Executive Officer and a
Kenneth J. Widder, M.D. Director
(Principal Executive
Officer)
/s/ BOBBA VENKATADRI President, Chief Operating May 23, 1996
- --------------------------------------------- Officer and a
Bobba Venkatadri Director
/s/ GERARD A. WILLS Vice President, Finance and May 23, 1996
- --------------------------------------------- Chief Financial Officer
Gerard A. Wills (Principal Financial and
Accounting Officer)
Director May 23, 1996
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Robert W. Brightfelt
/s/ CHARLES C. EDWARDS, M.D. Director May 23, 1996
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Charles C. Edwards, M.D.
Director May 23, 1996
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Gordon C. Luce
/s/ DAVID Director May 23, 1996
RUBINFIEN
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David Rubinfien
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INDEX TO EXHIBITS
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SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
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5.1 Opinion of Johnson and Colmar.........................................
23.1 Consent of Arthur Andersen LLP........................................
23.2 Consent of Johnson and Colmar (filed as part of Exhibit 5.1)..........
24.1 Power of attorney (included under the caption "Power of Attorney"
following the Registrant's signature).................................
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[letterhead]
May 23, 1996
Board of Directors
Molecular Biosystems, Inc.
10030 Barnes Canyon Road
San Diego, California 92121
Re: Registration Statement under Rule 462(b)
Gentlemen:
We have acted as counsel to Molecular Biosystems, Inc. (the "Company") in
connection with the preparation and filing with the Securities and Exchange
Commission of a Registration Statement pursuant to Rule 462(b) (the "462(b)
Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act") for the registration under the Securities Act of an additional
690,000 shares of the Company's Common Stock, par value $.01 per share (the
"Additional Shares"), of which 600,000 Shares are to be offered for sale in a
public offering underwritten by Donaldson, Lufkin & Jenrette Securities
Corporation, Oppenheimer & Co., Inc., Vector Securities International, Inc. and
other underwriters (the "Underwriters") and 90,000 Shares are intended to cover
the Underwriters' over-allotments, if any. The 462(b) Registration Statement
incorporates by reference the Company's Registration Statement on Form S-3 (File
No. 333-02389), as amended by Post-Effective Amendment No. 1, which, as so
amended, became effective on May 23, 1996.
As such counsel, we have examined the 462(b) Registration Statement, the
Company's certificate of incorporation and by-laws, each as amended to date,
minutes of meetings and records of proceedings of the Company's Board of
Directors and shareholders (including, but not limited to, the Consents of
Directors dated April 3 and April 22, 1996, respectively, each signed by all of
the Company's directors, pursuant to which, in accordance with section 141(f) of
the Delaware General Corporation Law, the Company's Board of Directors adopted
certain resolutions without the necessity of formal meetings of the Board of
Directors), and such other matters of fact and questions of law as we have
considered necessary to form the basis of our opinion. In the course of this
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents and certificates submitted to us as originals by
representatives of the Company, public officials and third parties, and the
conformity to and authenticity of the originals of all documents and
certificates submitted to us as copies.
On the basis of our examination, we are of the opinion that the Company has
duly authorized the issuance of the Additional Shares and that, when issued and
delivered to the Underwriters against payment in accordance with the
underwriting agreement to be entered into by the Company and Donaldson, Lufkin &
Jenrette Securities Corporation, Oppenheimer & Co., Inc. and Vector Securities
International, Inc., as representatives of the several underwriters to be named
in Schedule I to the underwriting agreement, the Additional Shares will be
validly issued, fully paid and non-assessable.
We consent to the use of our opinion as an exhibit to the 462(b)
Registration Statement.
Very truly yours,
/s/ JOHNSON AND COLMAR
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Johnson and Colmar
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report and to all references to our Firm included in or made a part of this
registration statement.
ARTHUR ANDERSEN LLP
San Diego, California
May 23, 1996
