DEWEY BALLANTINE
1301 AVENUE OF THE AMERICAS
NEW YORK 10019-6092
TELEPHONE 212 259-8000 FACSIMILE 212 259-6333
August 1, 1995
FILED VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: The Liposome Company, Inc.
Registration Statement on Form S-3
File No. 33-61325
Ladies and Gentlemen:
On behalf of The Liposome Company, Inc. (the "Company") and in
accordance with the requirements of Rule 424(b) under the Securities Act of
1933, and Rule 101(a) of Regulation S-T under the Securities Exchange Act of
1934, we transmit herewith via EDGAR the Prospectus Supplement dated July 28,
1995, together with the Prospectus dated July 28, 1995, to be used in connection
with the above-captioned Registration Statement, which became effective July 28,
1995.
Please contact the undersigned at (212) 259-6658 if you have any
questions with respect to the foregoing.
Very truly yours,
/s/ Alexandra R. O'Mara
Alexandra R. O'Mara
Enclosures
cc: NASDAQ National Market
PROSPECTUS SUPPLEMENT
(To Prospectus dated July 28, 1995)
THE LIPOSOME COMPANY, INC.
1,500,000 Shares of Common Stock
$.01 par value
The Liposome Company, Inc. (the "Company") is offering to sell 1,500,000
shares of Common Stock, par value $.01 per share (the "Common Stock") to the
State of Wisconsin Investment Board (the "Purchaser").
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The purchase price payable by the Purchaser to the Company will be $10 per
share of Common Stock. The net proceeds of such sale to the Company, after
deducting the fees and expenses of $540,000.00 payable by the Company to
Hambrecht & Quist LLC and UBS Securities Inc., which acted as financial advisors
in connection with the transaction, will be $14,460,000.00.
The Company intends to apply the proceeds from the sale of the Common Stock
to the commercialization of ABLC(R) /AbelcetO, including expansion of
manufacturing, marketing and distribution capabilities, the refitting of the
Company's Indianapolis manufacturing facility and ongoing clinical testing of
ABLC(R) /AbelcetO; the development and clinical testing of TLC C-53 and the
Company's other products; research activities; and other general corporate
purposes. Pending such uses, the net proceeds will be invested in investment
grade interest-bearing securities.
The Company is paying all costs associated with the filing of the
Registration Statement of which this Prospectus Supplement and the Prospectus
are a part.
It is anticipated that delivery of the shares will be made in New York, New
York on or about August 2, 1995.
______________________________
The date of this Prospectus Supplement is July 28, 1995.
Final Prospectus dated July 28, 1995
THE LIPOSOME COMPANY, INC.
1,500,000 Shares of Common Stock
$.01 par value
The Company's Common Stock is quoted on the Nasdaq National Market under
the symbol LIPO. On July 28, 1995, the last reported sale price for the
Company's Common Stock was $10.625 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Liposome Company, Inc. (the "Company") from time to time may offer up
to an aggregate of 1,500,000 shares of its Common Stock par value $.01 per share
(the "Common Stock"). The specific number of shares, public offering price, and
other specific terms of sale of the Common Stock in respect of which this
Prospectus is being delivered are set forth in the accompanying Prospectus
Supplement ("Prospectus Supplement"). The Company may sell the Common Stock
through underwriters, through dealers, directly to one or more institutional
purchasers or through agents. See "Plan of Distribution".
The date of this Prospectus is July 28, 1995
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and at the Commission's
following Regional Offices: Suite 1400, Northwest Atrium Center, 500 West
Madison Street, Chicago, Illinois 60661; and 13th Floor, Seven World Trade
Center, New York, New York 10048. Copies of such material can be obtained at
prescribed rates from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549.
Additional information regarding the Company and the shares offered hereby
is contained in the Registration Statement on Form S-3 and the exhibits thereto
filed with the Commission under the Securities Act of 1933, as amended (the
"Securities Act"). For further information pertaining to the Company and the
shares, reference is made to the Registration Statement and the exhibits
thereto, which may be inspected without charge at, and copies thereof may be
obtained at prescribed rates from, the office of the Commission at 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549. The Company's Common
Stock is quoted on the Nasdaq National Market, and such reports, proxy
statements and other information can also be inspected at the offices of Nasdaq
Operations, 1735 K Street, N.W., Washington, D.C. 20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1994, the Company's quarterly report on Form 10-Q for the quarter ended
March 31, 1995 and the Company's Current Report on Form 8-K dated July 26, 1995
filed by the Company with the Commission are hereby incorporated by reference in
this Prospectus. All documents filed by the Company with the Commission
pursuant to section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
of this Prospectus and prior to the termination of the offering of the shares
offered hereby shall be deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the date of filing of such documents.
Any statement contained in any document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as modified
or superseded, to constitute a part of this Prospectus. The Company will
provide without charge to each person, including any beneficial owner, to whom
this Prospectus is delivered, upon written or oral request of such person, a
copy of any and all of the documents that have been or may be incorporated by
reference herein (other than exhibits to such documents which are not
specifically incorporated by reference into such documents). Such requests
should be directed to Carol J. Gillespie, Vice President, General Counsel and
Secretary, at the Company's principal executive offices at One Research Way,
Princeton Forrestal Center, Princeton, New Jersey 08540 (telephone (609) 452-
7060).
THE COMPANY
The Liposome Company, Inc. (the "Company") is a leading biotechnology
company engaged in the discovery, development and recently, the
commercialization of proprietary lipid and liposome-based pharmaceuticals for
the treatment, prevention and diagnosis of inadequately treated, life-
threatening illnesses. The Company is incorporated under the laws of the State
of Delaware. The Company's principal offices and laboratories are located at
One Research Way, Princeton Forrestal Center, Princeton, New Jersey 08540 and
its telephone number is (609) 452-7060.
THE OFFERING
The Company from time to time may offer up to an aggregate of 1,500,000
shares of Common Stock. The specific number of shares, public offering price,
and other specific terms of sale of the Common Stock in respect of which this
Prospectus is being delivered are set forth in the accompanying Prospectus
Supplement. The Company may sell the Common Stock through underwriters, through
dealers, directly to one or more institutional purchasers or through agents.
See "Plan of Distribution."
PLAN OF DISTRIBUTION
The Company may sell the Common Stock (i) through underwriters; (ii)
through dealers; (iii) directly to one or more institutional purchasers; or (iv)
through agents. The Prospectus Supplement sets forth the terms of the offering
of the Common Stock offered thereby, including the name or names of any
underwriters, dealers, purchasers or agents, the purchase price of such Common
Stock and the proceeds to the Company from such sale, any underwriting discounts
and other items constituting underwriters' compensation, any initial public
offering price, any discounts or concessions allowed or reallowed or paid to
dealers and any securities exchange on which such Common Stock may be listed.
Any initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
Common Stock may be sold directly by the Company or through any firm
designated by the Company from time to time. The Prospectus Supplement sets
forth the name of any agent involved in the offer or sale of the Common Stock in
respect of which the Prospectus Supplement is delivered and any commissions
payable by the Company to such agent. Unless otherwise indicated in the
Prospectus Supplement, any such agent is acting on a best efforts basis for the
period of its appointment.
Underwriters, dealers and agents may be entitled under agreements entered
into with the Company to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act of 1933.
Underwriters, dealers and agents may engage in transactions with or perform
services for the Company in the ordinary course of business.
LEGAL MATTERS
Certain legal matters in connection with this offering will be passed upon
for the Company by Dewey Ballantine, 1301 Avenue of the Americas, New York, New
York 10019.
EXPERTS
The consolidated balance sheets as of December 31, 1994 and 1993 and the
consolidated statements of operations, stockholders' equity, and cash flows for
each of the three years in the period ended December 31, 1994, incorporated by
reference in this Registration Statement, have been incorporated in reliance on
the report of Coopers & Lybrand L.L.P., independent accountants, given on the
authority of that firm as experts in auditing and accounting.
