<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 13, 1996
REGISTRATION NO.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ONCOGENE SCIENCE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C>
DELAWARE 13-3159796
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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106 CHARLES LINDBERGH BLVD., UNIONDALE, NY 11553, (516) 222-0023
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
ROBERT L. VAN NOSTRAND
ONCOGENE SCIENCE, INC.
106 CHARLES LINDBERGH BLVD.
UNIONDALE, NEW YORK 11553
(516) 222-0023
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES OF ALL COMMUNICATIONS TO:
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<S> <C>
SPENCER W. FRANCK, JR., ESQUIRE LESLIE E. DAVIS, ESQUIRE
SAUL, EWING, REMICK & SAUL TESTA, HURWITZ & THIBEAULT
3800 CENTRE SQUARE WEST 125 HIGH STREET
PHILADELPHIA, PENNSYLVANIA 19102 BOSTON, MASSACHUSETTS 02110
(215) 972-7777 (617) 248-7000
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable 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/
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. /X/
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE REGISTRATION FEE
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Common Stock, Par Value $0.01 Per
Share........................... 373,750 shares $9.50 $3,550,625 $1,225
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(1) Includes 48,750 shares subject to an over-allotment option granted to the
Underwriters.
(2) Estimated solely for the purpose of calculating the registration fee, based
on the average of the high and low prices for the Common Stock as reported
on the Nasdaq National Market on March 8, 1996, in accordance with Rule
457(c) under the Securities Act of 1933.
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<PAGE> 2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement filed by Oncogene Science,
Inc. with the Securities and Exchange Commission (File No. 333-937) pursuant to
the Securities Act of 1933, as amended, is incorporated by reference into this
Registration Statement. This registration statement is being filed pursuant to
Rule 462(b) to register an additional 373,750 shares of Common Stock.
<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 Uniondale, State of New York, on March 13, 1996.
ONCOGENE SCIENCE, INC.
By: /s/ GARY E. FRASHIER
------------------------------------
Gary E. Frashier,
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby makes, constitutes and appoints Gary E. Frashier and Robert L. Van
Nostrand, and each of them, with full power to act without the other, his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities to sign any and all amendments to this Registration Statement,
including posteffective amendments, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite or necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or any
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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.
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<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ GARY E. FRASHIER Chief Executive Officer and Director March 13, 1996
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Gary E. Frashier
/s/ STEVE M. PELTZMAN President, Chief Operating Officer March 13, 1996
- - - ------------------------------------- and Director
Steve M. Peltzman
/s/ J. GORDON FOULKES Vice President, Chief Scientific March 13, 1996
- - - ------------------------------------- Officer and Director
J. Gordon Foulkes
/s/ ROBERT L. VAN NOSTRAND Vice President, Finance and March 13, 1996
- - - ------------------------------------- Administration (Principal Financial
Robert L. Van Nostrand and Accounting Officer)
/s/ G. MORGAN BROWNE Director March 13, 1996
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G. Morgan Browne
/s/ JOHN H. FRENCH, II Director March 13, 1996
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John H. French, II
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<PAGE> 4
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ EDWIN A. GEE, PH.D. Director March 13, 1996
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Edwin A. Gee, Ph.D.
/s/ WALTER M. LOVENBERG, PH.D. Director March 13, 1996
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Walter M. Lovenberg
/s/ WALTER M. MILLER Director March 13, 1996
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Walter M. Miller
/s/ GARY TAKATA Director March 13, 1996
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Gary Takata
/s/ JOHN P. WHITE Director March 13, 1996
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John P. White
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<PAGE> 5
EXHIBIT INDEX
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<CAPTION>
SEQUENTIAL
EXHIBIT NO. EXHIBIT PAGE NUMBER
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<C> <S> <C>
5.1 Opinion of Saul, Ewing, Remick & Saul as to the legality of the
securities registered hereunder
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Saul, Ewing, Remick & Saul (included in Exhibit 5.1)
</TABLE>
<PAGE> 1
Exhibit 5.1
LAW OFFICES OF
SAUL, EWING, REMICK & SAUL
HARRISBURG, PENNSYLVANIA 3800 CENTRE SQUARE WEST PRINCETON NEW JERSEY
MALVERN, PENNSYLVANIA PHILADELPHIA, PA 19102 WESTMONT, NEW JERSEY
NEW YORK, NEW YORK WILMINGTON, DELAWARE
(215) 972-7777
Fax: (215) 972-7725
Internet Email: [email protected]
World Wide Web: http://www.saul.com
March 13, 1996
Oncogene Science, Inc.
106 Charles Lindbergh Blvd.
Uniondale, NY 11553
Gentlemen:
We refer to the Registration Statement on Form S-3 (the "Registration
Statement") of Oncogene Science, Inc., a Delaware corporation (the "Company"),
to be filed with the Securities and Exchange Commission covering the
registration under the Securities Act of 1933, as amended (the "Securities
Act"), of 373,500 shares of common stock, par value $.01 per share, of the
Company (the "Shares").
We have examined the Registration Statement, the Certificate of
Incorporation and By-laws of the Company and such records, certificates and
other documents as we have considered necessary or appropriate for the purposes
of this Opinion.
Based on the foregoing, it is our opinion that:
1. the Company is duly organized, validly existing and in good
standing under the laws of State of Delaware; and
2. the Shares to be issued in accordance with the terms described in
the Registration Statement have been duly authorized and, when issued in
accordance with the terms described in the Registration Statement, will be
validly issued, fully paid and non-assessable.
We hereby consent to use of our name in the Registration Statement as
counsel who will pass upon the legality of the Shares for the Company and as
having prepared this Opinion as an exhibit to the Registration Statement. In
giving the foregoing consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
SAUL, EWING, REMICK & SAUL
<PAGE> 1
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Oncogene Science, Inc.:
We consent to the use of our report included herein and incorporated
herein by reference and to the reference to our firm under the heading
"Experts" in the prospectus.
KPMG PEAT MARWICK LLP
Jericho, New York
March 12, 1996
