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As filed with the Securities and Exchange Commission on November 1, 2000
Registration No. 333-
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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OSI PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3159796
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
106 Charles Lindbergh Boulevard, Uniondale, New York, 11553 (516) 222-0023
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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Robert L. Van Nostrand
Vice President and Chief Financial Officer
OSI Pharmaceuticals, Inc.
106 Charles Lindbergh Boulevard, Uniondale, New York 11553, (516) 222-0023
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies of all communications to:
Spencer W. Franck, Jr., Esquire Mitchell S. Bloom, Esquire
Saul Ewing LLP Testa, Hurwitz & Thibeault, LLP
1500 Market Street, 38th Floor 125 High Street
Philadelphia, Pennsylvania 19102-2186 Boston, Massachusetts 02110
(215) 972-1955 (617) 248-7000
Approximate date of commencement of proposed sale to the public: As soon as
possible 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.[X] Registration No.
333-47060
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. [ ]
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Registered Offering Price Per Share Aggregate Offering Price Registration Fee
--------------------------- ------------- ------------------------ ------------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.01 per share 977,500 (1) $69.88 (2) $68,307,700 $18,034 (3)
</TABLE>
(1) Includes 127,500 shares of common stock which may be purchased by the
underwriters to cover over-allotments, if any.
(2) In accordance with Rule 457(c), the price shown is estimated solely for the
purposes of calculating the registration fee, and is based on the average
of the reported high and low sales prices of the common stock as reported
on the Nasdaq National Market on October 31, 2000, which was $69.88.
(3) Represents the Proposed Maximum Aggregate Offering Price multiplied by
$0.000264.
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.
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INCORPORATION OF DOCUMENTS BY REFERENCE
OSI Pharmaceuticals, Inc. is filing this registration statement with the
Securities and Exchange Commission, pursuant to Rule 462(b) under the Securities
Act of 1933, as amended. This registration statement incorporates by reference
the contents of the registration statement on Form S-3, as amended (Registration
No. 333-47060) which was declared effective by the Securities and Exchange
Commission on October 31, 2000, and is being filed for the sole purpose of
registering additional securities of the same class as were included in that
registration statement.
CERTIFICATION
OSI Pharmaceuticals, Inc. hereby certifies to the Securities and Exchange
Commission that (1) we have instructed our bank to pay the filing fee set forth
on the cover page of this registration statement by a wire transfer of such
amount to the SEC's account at Mellon Bank as soon as practicable, but not later
than the close of business on November 1, 2000; (2) we will not revoke those
instructions; (3) we have sufficient funds in our account to cover the amount of
the filing fee; and (4) we will confirm receipt of our instructions by our bank
during our bank's regular business hours no later than November 1, 2000.
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SIGNATURES
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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 Uniondale, State of New York, on November 1, 2000.
OSI PHARMACEUTICALS, INC.
By: /s/ COLIN GODDARD, PH.D.
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Colin Goddard, Ph.D.
Chief Executive Officer
POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby makes, constitutes and appoints Colin Goddard, Ph.D. 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 post-effective 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, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ COLIN GODDARD, PH.D. Chairman of the Board November 1, 2000
---------------------------- and Chief Executive Officer
Colin Goddard, Ph.D.
/s/ ROBERT L. VAN NOSTRAND Vice President, Chief November 1, 2000
---------------------------- Financial Officer
Robert L. Van Nostrand (principal financial and
accounting officer)
/s/ G. MORGAN BROWNE Director November 1, 2000
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G. Morgan Browne
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------------------------------ Director ----------
John H. French, II
/s/ EDWIN A. GEE, PH.D. Director November 1, 2000
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Edwin A. Gee, Ph.D.
/s/ DARYL K. GRANNER, M.D.
------------------------------ Director November 1, 2000
Daryl K. Granner, M.D.
/s/ WALTER M. LOVENBERG, PH.D. Director November 1, 2000
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Walter M. Lovenberg, Ph.D.
/s/ VIREN MEHTA Director November 1, 2000
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Viren Mehta
/s/ SIR MARK RICHMOND, PH.D.
------------------------------ Director November 1, 2000
Sir Mark Richmond, Ph.D.
/s/ JOHN P. WHITE, ESQUIRE
------------------------------ Director November 1, 2000
John P. White, Esquire
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EXHIBIT INDEX
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Exhibit No. Exhibit
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5.1 Opinion of Saul Ewing LLP.
23.1 Consent of KPMG LLP.
23.2 Consent of Saul Ewing LLP (included in Exhibit 5.1).
24 Power of Attorney (contained on Signature Page).
