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Filed Pursuant to Rule 424(b)(3)
Registration No. 033-64713
REOFFER PROSPECTUS
480,278 SHARES
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OSI PHARMACEUTICALS, INC.
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COMMON STOCK, PAR VALUE $.01 PER SHARE
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This Prospectus relates to the offer and sale by selling stockholders of
OSI Pharmaceuticals, Inc., a Delaware corporation ("OSI"), of up to 480,278
shares of common stock, par value $.01 per share of OSI, which may be acquired
from time to time by the selling stockholders upon their exercise of options
under OSI's 1989 Incentive and Non-Qualified Stock Option Plan and 1993
Incentive and Non-Qualified Stock Option Plan (the "Option Plans"). The
distribution of the shares may be affected in one or more transactions through
one or more brokers or dealers, through privately negotiated transactions or
otherwise, at market prices prevailing at the time of sale or at prices
otherwise negotiated. None of the proceeds from the resale of the shares will be
received by the OSI.
OSI's common stock is traded on the Nasdaq National Market under the symbol
"OSIP". On February 28, 2000, the reported closing price of the common stock was
$24.125 per share. OSI's principal executive offices are located at 106 Charles
Lindbergh Boulevard, Uniondale, New York 11553, and its telephone number is
(516) 222-0023.
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THIS INVESTMENT INVOLVES RISK.
SEE "RISK FACTORS" BEGINNING ON PAGE 1 OF THIS PROSPECTUS.
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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 March 3, 2000
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TABLE OF CONTENTS
<TABLE>
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Risk Factors................................................ 1
Use of Proceeds............................................. 7
Selling Stockholders........................................ 8
Plan of Distribution........................................ 9
Available Information....................................... 9
Incorporation of Certain Documents by Reference............. 9
Legal Matters............................................... 10
Experts..................................................... 10
</TABLE>
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RISK FACTORS
We desire to take advantage of the "Safe Harbor" provisions of the Private
Securities Litigation Reform Act of 1995 and of Section 21E and Rule 3b-6 under
the Securities Exchange Act of 1934, as amended. Specifically, we wish to alert
readers that the following important factors, as well as other factors
including, without limitation, those described elsewhere in reports we have
filed with the SEC, could in the future affect, and in the past have affected,
our actual results and could cause our results for future periods to differ
materially from those expressed in any forward-looking statements made by or on
behalf of OSI. We assume no obligation to update these forward-looking
statements.
ALTHOUGH WE HAVE POTENTIAL PRODUCTS THAT APPEAR TO BE PROMISING AT EARLY
STAGES OF DEVELOPMENT, ALL OF OUR PRODUCTS WILL REQUIRE SIGNIFICANT RESEARCH AND
DEVELOPMENT AND MAY NOT REACH THE MARKET FOR A NUMBER OF REASONS.
Potential products may be found ineffective or cause harmful side effects
during pre-clinical testing or clinical trials, fail to receive necessary
regulatory approvals, be difficult to manufacture on a large scale, be
uneconomical to produce, fail to achieve market acceptance or be precluded from
commercialization by proprietary rights of third parties. There is no guarantee
that we or our collaborative partners' product development efforts will be
successfully completed, that required regulatory approvals will be obtained or
that any products, if introduced, will be successfully marketed or achieve
customer acceptance.
To date, we have generated no revenue from the sale of pharmaceutical
products, except for CP-358,774, with respect to which Pfizer has completed
Phase I safety and toxicity studies and has initiated Phase II clinical trials,
and CP-609,754 for which Pfizer has opened an investigational new drug
application for Phase I clinical trials, all of the lead compounds in our small
molecule drug discovery programs are in either a discovery or pre-clinical
evaluation phase. Any products resulting from our development programs are not
expected to be commercially available for several years, if at all.
Our live-cell assays are novel as a drug discovery method and have not yet
been shown to be successful in the development of any commercialized drug.
Furthermore, our drug discovery assays are focused on several target genes and
other molecular targets, the functions of many of which have not yet been fully
determined. Our live-cell assay technology may not result in lead compounds that
will be safe and useful. Development of new pharmaceutical products is highly
uncertain. Consequently, our drug discovery technology may not result in any
commercially successful products.
FAILURE TO OBTAIN REQUIRED GOVERNMENTAL APPROVALS WILL DELAY OR PRECLUDE
OUR PARTNERS FROM MARKETING DRUGS DISCOVERED OR DEVELOPED BY US OR LIMIT THE
COMMERCIAL USE OF THESE PRODUCTS.
Prior to marketing by a collaborative partner, any new drug discovered by
us must undergo an extensive regulatory approval process in the United States
and other countries. This regulatory process, which includes pre-clinical
testing and clinical trials of each compound to establish its safety and
efficacy, can take many years and require the expenditure of substantial
resources. Moreover, data obtained from pre-clinical and clinical activities are
susceptible to varying interpretations that could delay, limit or prevent
regulatory approval.
Even if we obtain regulatory approval, a marketed product and its
manufacturer are subject to continuing review, including post-marketing
surveillance. Discovery of previously unknown problems with our product or its
manufacturer may have a negative effect on our business, financial condition and
results of operations, including the withdrawal of the product from the market.
Violations of regulatory requirements at any stage may result in various
unfavorable consequences to us, including the Food and Drug Administration's, or
FDA's, delay in approving or its refusal to approve a product, withdrawal of an
approved product from the market and the imposition of criminal penalties
against the manufacturer and the new drug application holder. Although Pfizer
submitted an investigational new drug application to the FDA with respect to the
epidermal growth factor receptor inhibitor CP-358,774 and CP-609,754 for
farnesylation, we have not submitted an investigational new drug application for
any product candidate, and no product candidate has been approved for
commercialization in the United States or elsewhere. We intend to file
investigational new drug applications for product candidates in our internal
proprietary programs, but to rely on our partners to file
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investigational new drug applications in our collaborative programs. No
assurance can be given that we or any of our collaborative partners will be able
to conduct clinical testing or obtain the necessary approvals from the FDA or
other regulatory authorities for any products.
IF WE CONTINUE TO INCUR SUBSTANTIAL LOSSES AS WE HAVE EXPERIENCED SINCE
INCEPTION, WE MAY NEVER ACHIEVE PRODUCT REVENUES OR PROFITABILITY WHICH MAY
CAUSE THE VALUE OF OUR COMMON STOCK TO DECREASE.
We have had net operating losses since our inception in 1983. At September
30, 1999, our accumulated deficit was approximately $65.6 million. The net
income recorded for fiscal quarter ended December 31, 1999 is not indicative of
our expected future results. They are a result of two non-recurring events
including a one-time technology access fee from a collaborative partner and a
gain from the sale of our diagnostics business. Our losses have resulted
principally from costs incurred in research and development, and from general
and administrative costs associated with our operations. These costs have
exceeded our revenues, which to date have been generated principally from
collaborative research agreements.
We expect to incur substantial additional operating expenses over the next
several years as a result of increases in our expenses for research and
development, including enhancements in our drug discovery technologies and with
respect to our internal proprietary projects. If we do not obtain additional
third party funding for these expenses, we expect that the expenses will result
in increased losses from operations. We do not expect to generate revenues from
the sale of our small molecule products for several years.
IF WE OR OUR COLLABORATIVE PARTNERS DO NOT SUCCESSFULLY DEVELOP,
COMMERCIALIZE, MANUFACTURE AND MARKET PRODUCT CANDIDATES, WE MAY NEVER ACHIEVE
PRODUCT REVENUES OR PROFITABILITY.
Our future profitability depends, in part, on:
- collaborative partners obtaining regulatory approval for products derived
from our collaborative research efforts;
- collaborative partners successfully producing and marketing products
derived from technology or rights licensed from us; and
- entering into agreements for the development, commercialization,
manufacture and marketing of any products derived from our internal
proprietary programs.
Our future capital requirements will depend on many factors, which include:
- continued scientific progress in our research and development programs;
- size and complexity of our research and development programs;
- progress of pre-clinical testing and early stage clinical trials;
- time and costs involved in obtaining regulatory approvals for our product
candidates;
- costs involved in filing, prosecuting, defending and enforcing patent
claims and other intellectual property rights;
- competing technological and market developments;
- establishment of additional collaborative arrangements;
- costs of manufacturing arrangements;
- costs of commercialization activities; and
- costs of product in-licensing and strategic acquisitions, if any.
We intend to seek additional funding through arrangements with corporate
collaborators and may seek additional funding through public or private sales of
our securities, including equity securities. Additional funding may not be
available on reasonable or acceptable terms, if at all. Furthermore, any
additional equity financings would be dilutive to our stockholders. If adequate
funds are not available, we may be required to curtail significantly one or more
of our research and development programs or obtain funds through
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arrangements with collaborative partners or others that may require us to
relinquish our rights to a number of our technologies or product candidates. If
funding from one or more of our collaborative programs were reduced or
terminated, we would be forced to devote additional internal resources to
product development, scale back or terminate selected development programs or
seek alternative collaborative partners.
OUR PRODUCTS MAY BE SUBJECT TO DELAYS IN MANUFACTURE IF COLLABORATIVE
PARTNERS OR OUTSIDE CONTRACTORS GIVE OTHER PRODUCTS GREATER PRIORITY THAN OUR
PRODUCTS.
The manufacture of our candidate products for clinical trials and the
manufacture of resulting products for commercialization purposes are subject to
current good manufacturing practices regulations promulgated by the FDA. We rely
on collaborative partners or outside contractors to manufacture our products in
their FDA-approved manufacturing facilities. Our collaborative agreements allow
our collaborative partners significant discretion in electing to pursue or not
to pursue the activities upon which it relies. We cannot control the amount and
timing of resources our collaborative partners devote to our programs or
potential products. Our products may be in competition with other products for
priority of access to these facilities. For this and other reasons, there can be
no assurance that our collaborative partners will manufacture our products in an
effective or timely manner. If not performed in a timely manner, the clinical
trial development of our product candidates or their submission for regulatory
approval could be delayed, and our ability to deliver products on a timely basis
could be impaired or precluded. We may not be able to enter into any necessary
third-party manufacturing arrangements on acceptable terms if at all. Our
current dependence upon others for the manufacture of our products could
negatively affect our future profit margin, if any, and our ability to
commercialize products on a timely and competitive basis.
OUR LIMITED EXPERIENCE IN CONDUCTING CLINICAL TRIALS AND RELIANCE ON THE
PHARMACEUTICAL COMPANIES WITH WHICH WE COLLABORATE FOR CLINICAL DEVELOPMENT AND
REGULATORY APPROVALS MAY CAUSE DELAYS, TERMINATIONS OR SETBACKS IN OUR BUSINESS.
To date, only two product candidates have entered clinical trials in our
small molecule drug discovery operations. Only one of the compounds discovered
using our small molecule discovery technology has been proven safe in humans and
none have yet demonstrated efficacy. Our failure to increase the number of
product candidates eligible for clinical trials and unsuccessful completion of
clinical trials in the future could negatively affect our business, condition
and results of operation.
IF WE ARE UNABLE TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS, OUR ABILITY
TO DEVELOP AND COMMERCIALIZE OUR TECHNOLOGY AND PRODUCTS WILL BE SEVERELY
LIMITED.
Our success depends, in part, on our ability or our collaborative partners'
ability to:
- obtain patent protection for product candidates;
- maintain trade secret protection; and
- operate without infringing on the proprietary rights of third parties.
The degree of future protection for our proprietary rights will remain
uncertain if:
- our pending patent applications are not approved for any reason;
- we are unable to develop additional proprietary technologies that are
patentable; or
- patents issued do not provide us with a competitive advantage.
Furthermore, third parties may:
- independently develop similar or alternative technologies;
- duplicate some or all of our technologies;
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- design around our patented technologies if patents are issued to us; and
- challenge issued patents.
WE MAY INCUR SUBSTANTIAL COSTS PROTECTING OUR PROPRIETARY RIGHTS OR
DEFENDING AGAINST CHARGES OF INFRINGEMENT OF OTHER'S PROPRIETARY RIGHTS.
We are seeking to license to other companies rights to practice under our
gene transcription patent estate. We believe technology and practices covered by
these patents are in widespread use in the pharmaceutical and biotechnology
industries. To date, we have granted four licenses to use our gene transcription
patent. If other pharmaceutical and biotechnology firms which use our patented
technology are not willing to negotiate license arrangements with us on
reasonable terms, we may have to choose between (i) abandoning our licensing
strategy or (ii) initiating legal proceedings against those firms. Legal action,
including patent infringement litigation, is extremely costly. Consequently, our
strategy to commercialize our gene transcription patent estate through licensing
may not be successful.
IF WE ARE UNABLE TO MAINTAIN OR ENTER INTO ARRANGEMENTS WITH COLLABORATIVE
PARTNERS, OUR ABILITY TO PROCEED WITH RESEARCH AND DEVELOPMENT PROGRAMS,
MANUFACTURING AND THE SALE OF OUR PRODUCT CANDIDATES WILL BE SEVERELY LIMITED.
Our business strategy and limited resources require us to enter into
collaborative arrangements with various research partners. We are largely
dependent on our collaborative partners for:
- pre-clinical testing;
- clinical development;
- regulatory approval;
- manufacturing and marketing products;
- compound libraries;
- patent protection and proprietary technology; and
- funding.
Like many small biopharmaceutical companies, our business strategy includes
funding from larger pharmaceutical companies that we collaborate with to support
our research and development programs and the commercialization of our product
candidates. In trying to attract partners to collaborate with, we face serious
competition from other small biopharmaceutical companies as well as in-house
research and development staffs of larger pharmaceutical companies. Failure to
enter into collaborative agreements on acceptable terms could negatively affect
our business, financial condition and results of operation.
IF ANY OF OUR COLLABORATIVE PARTNERS BREACH OR TERMINATE THEIR AGREEMENTS
WITH US OR OTHERWISE FAIL TO CONDUCT OUR COLLABORATIVE ACTIVITIES SUCCESSFULLY
IN A TIMELY MANNER, OUR PRE-CLINICAL OR CLINICAL DEVELOPMENT OF PRODUCT
CANDIDATES, COMMERCIALIZATION OF PRODUCT CANDIDATES, OR RESEARCH AND DEVELOPMENT
PROGRAMS WOULD BE DELAYED OR TERMINATED.
We face potential problems with our collaborative partners which could
affect our success including:
- competition with our collaborators;
- potential disputes with collaborators concerning ownership rights to
developed technology;
- short term of collaborative agreements which may require their renewal;
- delays; and
- consolidations of pharmaceutical companies.
Our success depends, in large part, on the efforts of our collaborative
partners. Potential disagreements between us and collaborators, such as disputes
over ownership rights to any technology developed together,
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could lead to litigation and costly delays in the collaborative research and
development programs and the commercialization of product candidates.
BECAUSE WE GENERALLY AGREE NOT TO CONDUCT INDEPENDENTLY, OR WITH ANY THIRD
PARTY, ANY RESEARCH THAT IS COMPETITIVE WITH THE RESEARCH CONDUCTED UNDER OUR
COLLABORATIVE PROGRAMS, OUR COLLABORATIVE RELATIONSHIPS MAY HAVE THE EFFECT OF
LIMITING THE AREAS OF RESEARCH WE MAY PURSUE.
Under our collaborative research agreements with most of our partners, we
are prohibited, during the terms of the agreements, from pursuing or sponsoring
research aimed at the discovery of drugs which are the subject of the
collaborations. Our collaborative partners, however, may develop, either alone
or with others, products that are similar to or competitive with the products or
potential products that are the subject of our collaborations with such
partners. Any such competition may lead to the withdrawal by our collaborative
partners of support for our product candidates, which would likely impair our
business, financial condition and results of operations.
BECAUSE ALL OF OUR COLLABORATIVE PROGRAMS WITH PHARMACEUTICAL COMPANIES
HAVE TERMS OF SIX OR FEWER YEARS, WHICH IS GENERALLY LESS THAN THE PERIOD
REQUIRED FOR THE DISCOVERY, CLINICAL DEVELOPMENT AND COMMERCIALIZATION OF MOST
DRUGS, THE CONTINUATION OF OUR DRUG DISCOVERY AND DEVELOPMENT PROGRAMS IS
DEPENDENT ON THE PERIODIC RENEWAL OF OUR COLLABORATIVE ARRANGEMENTS.
All of our collaborative research agreements may be terminated under
various circumstances. Some of our collaborative research agreements provide
that, upon the expiration of a specified period after execution of the
agreement, our collaborative partners have the right to terminate the agreement
on short notice without cause. The termination or non-renewal of any
collaborative relationship could impede our research and development efforts.
CONSOLIDATIONS AMONG COMPANIES WITH WHICH WE ARE ENGAGED IN COLLABORATIVE
RESEARCH CAN RESULT IN THE DIMINUTION OR TERMINATION OF, OR DELAYS IN, ONE OR
MORE OF OUR COLLABORATIVE PROGRAMS.
In 1995, the pharmaceutical operations of three companies with which we had
collaborative research agreements, Hoechst AG, Hoechst Roussel Pharmaceuticals,
Inc. and Marion Merrell Dow Inc., were combined into one entity. This
combination resulted in delays in our collaborative programs with each of the
constituent companies and a reduction in the aggregate funding received by us.
Continued consolidations among large pharmaceutical companies could produce
similar results.
FAILURE TO ATTRACT, RETAIN AND MOTIVATE SKILLED PERSONNEL AND CULTIVATE KEY
ACADEMIC COLLABORATIONS WILL DELAY OUR PRODUCT DEVELOPMENT PROGRAMS AND RESEARCH
AND DEVELOPMENT EFFORTS.
We are a small company with approximately 200 employees, and our success
depends on our continued ability to attract, retain and motivate highly
qualified management and scientific personnel and on our ability to develop and
maintain collaborative relationships with leading academic institutions and
scientists. In particular, our product development programs depend on our
ability to attract and retain highly skilled chemists and clinical development
personnel for whom competition is intense. The loss of any of these personnel,
in particular, Colin Goddard, our Chief Executive Officer, could prevent us from
achieving our research and development objectives. We do not know if we will be
able to attract, retain or motivate personnel.
IF THE CONTINUING EFFORTS OF GOVERNMENT AND THIRD-PARTY PAYORS TO CONTAIN
OR REDUCE THE COSTS OF HEALTH CARE SUCCEED, THE PRICE THAT WE OR ANY OF OUR
COLLABORATIVE PARTNERS OR OTHER LICENSEES WILL RECEIVE FOR ANY DRUGS DISCOVERED
OR DEVELOPED IN THE FUTURE MAY DECREASE SIGNIFICANTLY.
In foreign markets, pricing and profitability of prescription
pharmaceuticals are subject to government control. In the United States, we
expect a number of federal and state proposals to implement similar government
control. In addition, increasing emphasis on managed care in the United States
will continue to put pressure on the pricing of pharmaceutical products. To the
extent that cost control initiatives have a
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negative effect on our collaborative partners, our ability to commercialize our
products and to realize royalties may also be negatively affected.
IF WE OR OUR COLLABORATIVE PARTNERS ARE REQUIRED TO OBTAIN LICENSES FROM
OTHERS, OUR ROYALTIES ON ANY COMMERCIALIZED PRODUCTS COULD BE REDUCED.
The extent to which efforts by other researchers have resulted or will
result in patents and the extent to which we or our collaborative partners are
forced to obtain licenses from others, if available, is currently unknown. In
the case where we or our collaborative partners must obtain licenses from third
parties, fees must be paid for such licenses. These fees would reduce the
royalties we may receive on commercialized products.
THE USE OF ANY OF OUR POTENTIAL PRODUCTS IN CLINICAL TRIALS AND THE SALE OF
ANY APPROVED PRODUCTS MAY EXPOSE US TO LIABILITY CLAIMS RESULTING FROM THE USE
OF PRODUCTS OR PRODUCT CANDIDATES.
Consumers, pharmaceutical companies including our collaborative partners,
or others may make product liability claims against us. We do not independently
maintain product liability insurance coverage for claims arising from the use of
our products in clinical trials. Insurance coverage is becoming increasingly
expensive, and no assurance can be given that we will be a named insured with
respect to trials underway by our collaborative partners or others or obtain
insurance in the future at a reasonable cost or in sufficient amounts to protect
us. Our inability to obtain adequate liability insurance, or a successful
product liability claim or series of claims brought against us, could negatively
impact our business, financial condition and results of operations.
IF OUR COMPETITORS SUCCEED IN DEVELOPING PRODUCTS THAT ARE MORE EFFECTIVE
THAN OUR OWN, OUR PRODUCTS MAY BE RENDERED OBSOLETE OR NONCOMPETITIVE.
We face significant competition from industry participants who are pursuing
the same technologies as we and from organizations that are pursuing
pharmaceutical products that are competitive with our potential products. Most
of the organizations competing with us have greater capital resources, larger
research and development staffs and facilities, and more extensive experience in
drug discovery and development, obtaining regulatory approval and pharmaceutical
product manufacturing and marketing than we do. Our major competitors include
fully integrated pharmaceutical companies, such as Merck & Co., Inc., Glaxo
Wellcome Inc. and SmithKline Beecham plc, that have extensive drug discovery
efforts and are developing novel small molecule pharmaceuticals, as well as
numerous smaller companies. Companies pursuing different but related fields also
present significant competition for us. For example, research efforts with
respect to gene sequencing and mapping are identifying new and potentially
superior target genes.
IF OUR COMPETITORS SUCCEED IN DEVELOPING TECHNOLOGIES THAT ARE MORE
EFFECTIVE THAN OUR OWN, OUR TECHNOLOGIES OR PRODUCTS PRODUCED THEREFROM MAY BE
RENDERED OBSOLETE OR NONCOMPETITIVE.
Biotechnology and related pharmaceutical technology have undergone rapid
and significant change. We expect that the technology associated with our
research and development programs will continue to develop rapidly. Our future
success will depend in large part on our ability to maintain a competitive
position with respect to this technology. Rapid technological development by us
or others may result in compounds, products or processes becoming obsolete
before we recover any expenses incurred to develop a compound, product or
process.
THE MARKET PRICES FOR SECURITIES OF BIOTECHNOLOGY AND PHARMACEUTICAL
COMPANIES HAVE HISTORICALLY BEEN HIGHLY VOLATILE, AND THE MARKET HAS FROM TIME
TO TIME EXPERIENCED SIGNIFICANT PRICE AND VOLUME FLUCTUATIONS THAT ARE UNRELATED
TO THE OPERATING PERFORMANCE OF PARTICULAR COMPANIES.
The following factors may have a negative effect on our stock price:
- fluctuations in operating results;
- announcements of technological innovations or new therapeutic products by
others;
- clinical trial results;
- developments concerning strategic alliance agreements;
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- government regulation;
- developments in patent or other proprietary rights;
- public concern as to the safety of our drugs;
- future sales of substantial amounts of our common stock by existing
stockholders; and
- comments by securities analysts and general market conditions.
The realization of any of the risks described in these "Risk Factors" could
cause our stock price to fall dramatically.
OUR CORPORATE GOVERNANCE DOCUMENTS, AND STATE LAW, PROVIDE CERTAIN
ANTI-TAKEOVER MEASURES WHICH WILL DISCOURAGE CERTAIN TYPES OF TRANSACTIONS
INVOLVING AN ACTUAL OR POTENTIAL CHANGE IN CONTROL OF THE COMPANY.
Under our Certificate of Incorporation, our Board of Directors has the
authority, without further action by the stockholders, to fix the rights and
preferences of, and issue shares of, Preferred Stock. In January 1999, we
adopted a Shareholders Rights Plan, commonly referred to as a "Poison Pill."
Further, we are subject to Section 203 of the Delaware General Corporation Law
which, subject to certain exceptions, restricts certain transactions and
business combinations between a corporation and a stockholder owning 15% or more
of the corporation's outstanding voting stock for a period of three years from
the date the stockholder becomes an interested stockholder.
USE OF PROCEEDS
The proceeds from the sale of the shares of common stock are solely for the
account of the selling stockholders. OSI will not receive any proceeds from the
sale of the shares.
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SELLING STOCKHOLDERS
The table below describes the amount of common stock beneficially owned by
the selling stockholders on December 31, 1999 and the number of shares of common
stock the selling stockholders are selling under this prospectus.
<TABLE>
<CAPTION>
PERCENTAGE OF
SHARES SHARES OWNED PERCENTAGE OF
SHARES OFFERED PRIOR TO SHARES OWNED
SELLING STOCKHOLDERS OWNED HEREBY OFFERING(1) AFTER SALE(1)
- -------------------- ------- ------- ------------- -------------
<S> <C> <C> <C> <C>
G. Morgan Browne 149,654(2) 37,500(12) * *
Arthur M. Bruskin, Ph.D. 202,414(3) 27,778(13) * *
Gary E. Frashier 350,937(4) 100,000(14) 1.60% 1.15%
John H. French, II 103,254(5) 20,000(15) * *
Edwin A. Gee, Ph.D. 218,304(6) 20,000(16) 1.00% *
Colin Goddard, Ph.D. 293,112(7) 60,000(17) 1.34% 1.07%
Daryl K. Granner, M.D. 95,835(8) 20,000(18) * *
Walter M. Lovenberg, Ph.D. 105,004(9) 10,000(19) * *
Steve M. Peltzman 283,514(10) 135,000(20) 1.30% *
Robert L. Van Nostrand 139,373(11) 50,000(21) * *
</TABLE>
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* Represents ownership of less than 1% of the outstanding shares of OSI's
common stock.
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of common stock subject
to stock options and warrants currently exercisable, or exercisable within
60 days are deemed beneficially owned by the person holding such options
and warrants. The percent of the outstanding shares of OSI's common stock
for any person or group who as of December 31, 1999, beneficially owned any
shares pursuant to options which are exercisable within 60 days of December
31, 1999, is calculated assuming all such options have been exercised in
full and adding the number of shares subject to such options to the total
number of shares issued and outstanding on December 31, 1999 for each
individual.
(2) Includes 102,504 shares that may be acquired at or within 60 days of
December 31, 1999 pursuant to the exercise of outstanding options. Also
includes 400 shares owned by Mr. Browne's wife, as to which Mr. Browne
disclaims beneficial ownership. Also includes 21,750 shares owned by Cold
Spring Harbor Laboratory, of which Mr. Browne is an executive Officer. Mr.
Browne disclaims beneficial ownership of the shares owned by Cold Spring
Harbor Laboratory.
(3) Includes 200,100 shares that may be acquired at or within 60 days of
December 31, 1999 pursuant to the exercise of outstanding options.
(4) Includes 335,418 shares that may be acquired at or within 60 days of
December 31, 1999 pursuant to the exercise of outstanding options.
(5) Includes 83,754 shares that may be acquired at or within 60 days of
December 31, 1999 pursuant to the exercise of outstanding options.
(6) Consists entirely of shares that may be acquired at or within 60 days of
December 31, 1999 pursuant to the exercise of outstanding options.
(7) Includes 287,148 shares that may be acquired at or within 60 days of
December 31, 1999 pursuant to the exercise of outstanding options.
(8) Consists entirely of shares that may be acquired at or within 60 days of
December 31, 1999 pursuant to the exercise of outstanding options.
(9) Includes 100,004 shares that may be acquired at or within 60 days of
December 31, 1999 pursuant to the exercise of outstanding options.
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(10) Includes 265,835 shares that may be acquired at or within 60 days of
December 31, 1999 pursuant to the exercise of outstanding options.
(11) Includes 136,246 shares that may be acquired at or within 60 days of
December 31, 1999 pursuant to the exercise of outstanding options.
(12) Consists entirely of shares under the 1989 Incentive and Non-Qualified
Stock Option Plan (the "1989 Plan").
(13) Includes 11,939 shares under the 1989 Plan and 15,839 shares under the 1993
Incentive and Non-Qualified Stock Option Plan (the "1993 Plan").
(14) Consists entirely of shares under the 1993 Plan.
(15) Consists entirely of shares under the 1993 Plan.
(16) Consists entirely of shares under the 1993 Plan.
(17) Includes 22,000 shares under the 1989 Plan and 38,000 shares under the 1993
Plan.
(18) Consists entirely of shares under the 1993 Plan.
(19) Consists entirely of shares under the 1993 Plan.
(20) Includes 35,000 shares under the 1989 Plan and 100,000 shares under the
1993 Plan.
(21) Includes 20,000 shares under the 1989 Plan and 30,000 shares under the 1993
Plan.
PLAN OF DISTRIBUTION
The shares of common stock covered by this prospectus are being registered
by OSI for the account of the selling stockholders. OSI will pay all expenses of
registering the shares, but will not receive any of the proceeds from sales by
any of the selling stockholders. OSI understands that none of these shares will
be offered through underwriters.
The shares may be sold from time to time by the selling stockholders either
through one or more brokers or dealers, through privately negotiated
transactions or otherwise, at market prices prevailing at the time of sale or at
prices otherwise negotiated. In connection therewith, the selling stockholders
and participating brokers or dealers may be deemed to be "underwriters" within
the meaning of the Securities Act, and commissions or discounts or any profit
realized on the sale of shares received by a selling stockholder or any such
broker or dealer may be deemed to be underwriting commissions or discounts
within the meaning of the Securities Act. As of the date of this prospectus, OSI
understands that none of the selling stockholders has any agreement, arrangement
or understanding with any brokers or dealers concerning the distribution of
shares.
AVAILABLE INFORMATION
OSI has filed a registration statement, of which this prospectus is a part,
and related exhibits with the SEC pursuant to the Securities Act. The
registration statement contains additional information about OSI and OSI's
common stock. OSI also files annual and quarterly reports, proxy statements and
other information with the SEC. You may read and copy the registration statement
or any other document OSI files with the SEC at the SEC's Public Reference Room
at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the Public Reference Room.
The SEC also maintains a website that contains reports, proxy and
information statements, and other information that OSI has filed electronically.
The SEC's website is located at http://www.sec.gov. OSI also maintains its own
website which is located at http://www.osip.com.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows OSI to "incorporate by reference" the information OSI
provides in documents filed with the SEC, which means that OSI can disclose
important information by referring to those documents. The information
incorporated by reference is an important part of this prospectus. Any statement
contained in a
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document which is incorporated by reference in this prospectus is automatically
updated and superseded if information contained in this prospectus, or
information that OSI later files with the SEC, modifies and replaces this
information. OSI incorporates by reference the following documents OSI has filed
with the SEC:
1. annual report on Form 10-K for the fiscal year ended September 30, 1999,
filed with the SEC on December 29, 1999 and amended on January 25, 2000;
2. current reports on Form 8-K filed with the SEC on December 15, 1999 and
March 1, 2000;
3. quarterly report on Form 10-Q for the quarter ended December 31, 1999,
filed with the SEC on February 14, 2000;
4. proxy statement, dated February 7, 2000, for OSI's 2000 annual meeting
of stockholders, filed with the SEC on January 28, 2000; and
5. The description of OSI's common stock, which is registered under Section
12 of the Exchange Act, contained in OSI's registration statement on
Form 8-A, including any amendments or reports filed for the purpose of
updating such description.
All documents OSI has filed with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this prospectus will become a part
of this prospectus. To receive a free copy of any of the documents incorporated
by reference in this prospectus call or write Robert L. Van Nostrand, Vice
President and Chief Financial Officer, OSI Pharmaceuticals, Inc., 106 Charles
Lindbergh Boulevard, Uniondale, New York 11553, telephone (516) 222-0023. OSI
will not send exhibits to the documents unless those exhibits have been
specifically incorporated by reference in this prospectus.
You should rely only on the information incorporated by reference or
included in this prospectus or the applicable prospectus supplement. OSI has not
authorized anyone else to provide you with different information. The selling
stockholders may only use this prospectus to sell securities if a prospectus
supplement is delivered with the prospectus, to the extent one is required. The
selling stockholders are only offering these securities in states where the
offer is permitted. You should not assume that the information in this
prospectus or the applicable prospectus supplement is accurate as of any date
other than the dates set forth on the front of these documents.
LEGAL MATTERS
Saul, Ewing, Remick & Saul LLP, Philadelphia, Pennsylvania, will pass upon
the validity of the shares of common stock offered in this prospectus for OSI.
EXPERTS
The consolidated financial statements of OSI incorporated by reference in
this Prospectus have been audited by KPMG LLP, independent public accountants,
as indicated in their report with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
giving said reports.
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480,278 SHARES
OSI PHARMACEUTICALS, INC.
COMMON STOCK
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PROSPECTUS
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MARCH 3, 2000
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