<PAGE> 1
As filed with the Securities and Exchange Commission on November 19, 1999
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IMCLONE SYSTEMS INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C> <C>
DELAWARE 2836 04-2834797
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
180 VARICK STREET
NEW YORK, NY 10014
(212) 645-1405
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
------------------------
JOHN B. LANDES, ESQ.
VICE PRESIDENT, BUSINESS
DEVELOPMENT AND GENERAL COUNSEL
IMCLONE SYSTEMS INCORPORATED
180 VARICK STREET
NEW YORK, NY 10014
(212) 645-1405
------------------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------
COPIES TO:
RICHARD A. DRUCKER PATRICK O'BRIEN
DAVIS POLK & WARDWELL ROPES & GRAY
450 LEXINGTON AVENUE ONE INTERNATIONAL PLACE
NEW YORK, NEW YORK 10017 BOSTON, MA 02110
(212) 450-4000 (617) 951-7000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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, please 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 - 87489
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 this form is a post-effective amendment filed pursuant to Rule 462(d) 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. / /
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
PROPOSED
MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS AMOUNT TO BE OFFERING PRICE PER AGGREGATE AMOUNT OF
OF SECURITIES TO BE REGISTERED REGISTERED UNIT (1) OFFERING PRICE (1) REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.001 287,500 $32 $9,200,000 $2,558
per share .......................
=========================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457 under the Securities Act of 1933.
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INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-3, FILE NO.
333-87489
ImClone Systems Incorporated (the "Company") hereby incorporates by
reference into this Registration Statement on Form S-3 in its entirety the
Registration Statement on Form S-3 (File No. 333-87489) declared effective on
November 18, 1999 by the Securities and Exchange Commission (the "Commission"),
including each of the documents filed by the Company with the Commission and
incorporated or deemed to be incorporated by reference therein and all exhibits
thereto.
EXHIBITS
The following documents are filed as exhibits to this Registration
Statement.
Exhibit Number Description
- -------------- ----------
5.1 Opinion of Davis Polk & Wardwell
23.1 Consent of KPMG LLP
23.2 Consent of Davis Polk & Wardwell (included in Exhibit
5.1)
23.3 Consent of Kenyon & Kenyon
23.4 Consent of Hoffmann & Baron, LLP
25.1 Powers of Attorney (included on signature page to
Registration Statement, File No. 333-87489, filed
September 21, 1999)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on this 18th day of November, 1999.
IMCLONE SYSTEMS INCORPORATED
By: /s/ John B. Landes
-------------------------------------
Name:John B. Landes
Title: Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the capacity
and on the dates indicated on the 18th day of November, 1999.
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<CAPTION>
Signature Title
- --------- -----
<S> <C>
*
- ------------------------------- Chairman of the Board and Director
Robert F. Goldhammer
* President, Chief Executive Officer and Director
- -------------------------------- (Principal Executive Officer)
Samuel D. Waksal
* Executive Vice President, Chief Operating
- -------------------------------- Officer and Director
Harlan W. Waksal
* Vice President of Finance and Chief Financial
- -------------------------------- Officer (Principal Financial and Accounting
Carl Goldfischer Officer)
*
- -------------------------------- Director
Jean Carvais
*
- -------------------------------- Director
Vincent T. DeVita, Jr.
*
- -------------------------------- Director
Paul B. Kopperl
*
- -------------------------------- Director
William R. Miller
*
- -------------------------------- Director
David M. Kies
*
- -------------------------------- Director
John Mendelsohn
</TABLE>
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<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
*
- -------------------------------- Director
Richard Barth
</TABLE>
*By: /s/ John B. Landes
--------------------------------
John B. Landes,
Attorney-in-Fact
<PAGE> 5
EXHIBITS
Exhibit Number Description
- -------------- -----------
5.1 Opinion of Davis Polk & Wardwell
23.1 Consent of KPMG LLP
23.2 Consent of Davis Polk & Wardwell (included in Exhibit
5.1)
23.3 Consent of Kenyon & Kenyon
23.4 Consent of Hoffmann & Baron, LLP
25.1 Powers of Attorney (included on signature page to
Registration Statement, File No. 333-87489, filed
September 21, 1999)
<PAGE> 1
EXHIBIT 5.1 AND 23.2
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NY 10017
November 18, 1999
ImClone Systems Incorporated
180 Varick Street
New York, NY
Ladies and Gentlemen::
We have acted as special counsel to ImClone Systems Incorporated (the
"Company") in connection with the Company's Registration Statement on Form S-3
(the "Abbreviated Registration Statement") filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, for the
registration of 287,500 shares of the Company's common stock (the
"Securities"), $.001 par value per share. The Securities are to be purchased by
certain underwriters and offered for sale to the public together with the
securities registered pursuant to a Registration Statement of Form S-3 (File No.
333-87489) of the Company that was declared effective earlier today (the
"Initial Registration Statement").
We have examined such documents and such matters of fact and law that we
have deemed necessary for the purpose of rendering the opinion expressed herein.
Based upon the foregoing, we are of the opinion that, when the Securities have
been duly issued and delivered against payment therefor in accordance with the
terms of the Underwriting Agreement referred to in the prospectus included in
the Initial Registration Statement and incorporated by reference in the
Abbreviated Registration Statement, the Securities will be validly issued, fully
paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Abbreviated Registration Statement and to the reference to our name under the
caption "Legal Matters" in the prospectus included in the Initial Registration
Statement and incorporated by reference in the Abbreviated Registration
Statement.
Very truly yours,
/s/ Davis Polk & Wardwell
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EXHIBIT 23.1
ACCOUNTANTS' CONSENT
We consent to the use of our report incorporated by reference herein and
to the reference to our Firm under the heading "Experts" in the Prospectus,
which is incorporated by reference herein.
/s/ KPMG LLP
Princeton, New Jersey
November 16, 1999
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EXHIBIT 23.3
[Letterhead of Kenyon & Kenyon]
CONSENT OF SPECIAL PATENT COUNSEL
We hereby consent to the reference to our firm under the heading "Experts"
in the Registration Statement on Form S-3 of ImClone Systems Incorporated and
the related Prospectus, which is incorporated by reference in the Registration
Statement.
By: /s/ Kenyon & Kenyon
Kenyon & Kenyon
New York, NY
November 18, 1999
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EXHIBIT 23.4
[Letterhead of Hoffmann & Baron, LLP]
CONSENT OF PATENT COUNSEL
We hereby consent to the reference to our firm under the heading "Experts"
in the Registration Statement on Form S-3 of ImClone Systems Incorporated and
the related Prospectus, which is incorporated by reference in the Registration
Statement.
By: /s/ Hoffmann & Baron, LLP
Hoffmann & Baron, LLP
Syosset, NY
November 18, 1999
