<PAGE>
As filed with the Securities and Exchange Commission on December 15, 2000
Registration No. 333-37782
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
SENETEK PLC
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
England Senetek PLC 77-0039728
(State or Other Jurisdiction of 620 Airpark Road (I.R.S. Employer
Incorporation or Organization) Napa, California 94558 Identification Number)
(707) 226-3900
(Name, address, including ZIP code, and telephone number,
including area code, of registrant's principal executive offices)
</TABLE>
Frank J. Massino
Senetek PLC
620 Airpark Road
Napa, California 94558
(707) 226-3900
(Name, address, including ZIP code, and telephone number, including area code,
of agent for service)
-------------------
Copies to:
Jeffrey T. Pero, Esq.
Bradley A. Bugdanowitz, Esq.
Latham & Watkins
505 Montgomery Street, Suite 1900
San Francisco, California 94111
(415) 391-0600
-------------------
Approximate date of commencement of proposed sale to the public: From time
to time 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. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act of 1933 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(c)
under the Securities Act of 1933, 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. [_]
-------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of each class of Amount to be Offering Price Aggregate Offering Amount of
Securities to be Registered Registered Per Share(1) Price(1) Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Ordinary shares, par value 5p per share, each
represented by
one American Depositary Share(2)................... 10,012,121(3) $1.5625 $15,643,939.06 $4,130.00(4)
====================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of computing the amount of registration
fee, based on the average of the high and low prices for American Depositary
Shares representing Ordinary shares as reported on the NASDAQ SmallCap
Market on May 23, 2000, in accordance with Rule 457(c) promulgated under the
Securities Act of 1933.
(2) American Depositary Shares evidenced by American Depositary Receipts
issuable upon deposit of the equity shares registered hereby are registered
pursuant to a separate registration statement on Form F-6 (33-71618).
(3) Includes 7,527,618 American Depositary Shares representing Ordinary shares
issuable upon exercise of currently exercisable warrants.
(4) Previously paid.
-------------------
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.
================================================================================
<PAGE>
The information in this prospectus is not complete and may be changed. The
Selling Stockholders may not resell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and this prospectus is not
soliciting an offer to buy these securities in any state where the offer or sale
is not permitted.
PROSPECTUS
SUBJECT TO COMPLETION, DATED DECEMBER 15, 2000
SENETEK PLC
10,012,121 American Depositary Shares
Each Representing One Ordinary Share
Senetek PLC is incoporated in England. Holders of warrants to purchase our
American Depositary Shares, or ADSs, each representing one ordinary share of
Senetek, are offering up to 10,012,121 ADSs, and may offer the ADSs for sale
from time to time. Although Senetek will receive the exercise price of the
warrants, Senetek will not receive any of the proceeds from the sale of the ADSs
to you. Because the warrantholders must exercise their warrants and become
holders of ADSs before you purchase the ADSs, we refer to the warrantholders in
this prospectus as "Selling Stockholders."
Our ADSs are traded in the over-the-counter market on the NASDAQ SmallCap
Market under the symbol "SNTKY." On December 14, 2000, the closing price of our
ADSs was $1.09.
Investing in our ADSs involves certain risks. See "Risk Factors" beginning on
page 5 to read about important factors you should consider before buying our
ADSs.
____________________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
_____________________
December 15, 2000.
<PAGE>
You should only rely on the information contained in this document, a
supplement accompanying this document or information that we have referred you
to. We have not authorized anyone to provide you with information that is
different. This prospectus and any accompanying supplement to this prospectus
are not offers to sell or solicitations of offers to buy any securities other
than the ADSs to which they relate. Senetek is not making an offer to sell
the ADSs in any jurisdiction where the offer or sale is not permitted. The
information contained in this prospectus and any accompanying supplement to
this prospectus is accurate as of the dates on their covers. When we deliver
this prospectus or a supplement or make a sale pursuant to this prospectus, we
are not implying that the information is current as of the date of the
delivery or sale.
Table of Contents
<TABLE>
<CAPTION>
Page
----
<S> <C>
Where You Can Find More Information..................................... 2
Disclosure Regarding Forward-Looking Statements......................... 4
Risk Factors............................................................ 4
The Company............................................................. 8
The Selling Stockholders................................................ 9
Use of Proceeds......................................................... 15
Plan of Distribution.................................................... 15
Legal Matters........................................................... 16
Experts................................................................. 16
</TABLE>
2
<PAGE>
RISK FACTORS
If we continue to incur operating losses for a period longer than anticipated,
we may be unable to continue our operations.
Although we began operating almost 16 years ago in October 1983, our business
is subject to the risks inherent in the establishment of a relatively new
business enterprise in the field of biopharmaceuticals. You should consider
likelihood of the success of our business in light of the problems, expenses,
difficulties and delays frequently encountered in connection with the
development of new products and the competitive and regulatory environment in
which we operate. Since inception, we have produced $31,352,000 in gross
revenues and have had cumulative losses of $87,956,000 (including net losses of
$11,862,000 for the year ended December 31, 1999 and $4,126,000 for the nine
month period ended September 30, 2000, respectively).
As a result of these losses, our independent auditors have added an
explanatory paragraph to their report on the December 31, 1999 financial
statements that these losses raise substantial doubt about our ability to
continue as a going concern. Although we may market certain of our products in
the fourth quarter of 2000, we cannot assure you that we will begin marketing
those products when we expect to, if at all, or that revenues from our other
products, including Kinetin, will rise to a level that will allow us to operate
profitably during the fiscal year ending December 31, 2000.
Our operating results fluctuate from quarter to quarter, which makes it
difficult to predict our future performance.
Our operating results have fluctuated in the past and are likely to do so in
the future. These fluctuations could cause our stock price to decline.
Because many of our expenses are relatively fixed in the short-term, our
earnings will decline if revenue declines in a given quarter. This could be due
to delays in recognzing revenue or for other reasons. In particular, research
and development and general and administrative expenses are not affected
directly by variations in revenue.
Due to fluctuations in our revenue and operating expenses, we believe that
period-to-period comparisons of our results of operations are not a good
indication of our future performance. In future quarter or quarters, our
operating results could will be below the expectations of securities analysts or
investors. In that case, our stock price could fluctuate significantly or
decline.
If we are unable to obtain further funding, our ability to operate could
suffer.
In the event that we are unable to obtain further funding, or the costs of
development and operations prove greater than anticipated, we may be required to
further curtail our operations or seek alternative financing arrangements.
Additional financing may not be available to us on favorable terms or at all.
If we have insufficient funds or are unable to raise additional funds, we may be
required to delay, reduce or cease certain of our programs. This would
materially and adversely affect our business.
If we cannot develop commercially successful products, we will not be able to
generate significant revenues.
3
<PAGE>
Our product launches to date have generated limited revenues. We have product
candidates in various stages of development and will undertake substantial
additional research and development and preclinical and clinical testing of our
products. These efforts may not result in the development of any commercially
successful products.
Some of our potential products are subject to the risks of failure inherent in
the development of new biopharmaceutical products including the risks that:
. a product candidate fails in preclinical studies;
. a potential product is not shown to be safe and effective in clinical
trials;
. we fail to obtain regulatory approval for the product;
. we fail to produce a product in commercial quantities at an acceptable
cost; and
. a product does not gain market acceptance.
Future financings may result in the substantial dilution of stockholders'
interests and may result in future investors being granted rights superior to
those of existing stockholders.
Continued research and development efforts are required or our products may be
rendered obsolete by other technological developments.
Our field is characterized by extensive research efforts. Our research could
prove unproductive. Furthermore, other companies could engage in research or
development which renders our programs superfluous or obsolete. This is true for
all companies who operate in the same field.
Competition in our industry is intense, and an inability to compete successfully
may harm our business.
The biomedical, drug delivery, biopharmaceutical and pharmaceutical industries
are highly competitive. Our business and research efforts compete with drug
discovery programs at biotechnology, drug delivery, biopharmaceutical and
pharmaceutical companies, as well as with internal drug discovery efforts of
pharmaceutical companies acting independently or in collaboration with other
companies. In addition, academic institutions, government agencies throughout
the world and public and private organizations conducting research may seek
intellectual property protection, discover competing products, or establish
collaborative arrangements in our area of research and development.
We face exposure to liability for our products.
During recent years, lawsuits resulting in very substantial liability have
been filed against companies engaged in the manufacture of pharmaceutical and
other medical-related products or devices which have subsequently proved harmful
to human health. Many of these cases have exposed companies to liability long
after the products have been brought to market even though, at the time of their
development, based on extensive research, there were no perceived risks of
injury. Thus, notwithstanding United States Food and Drug Administration
("FDA") or other foreign governmental approval, we cannot assure you that we
will not be subject to liability from the use of our products, or that our
product liability coverage will be adequate to protect against future claims.
Management intends to have third parties manufacture and distribute certain of
our products in order to lessen our liability. However, we cannot assure you
that this result will be achieved.
4
<PAGE>
We rely on certain key suppliers in order to produce our products.
We manufacture all of our products through third-party contractors and
purchase raw materials from third-party suppliers. We recently established a
dual supply chain for Kinetin. Although we believe that other suppliers are
available who can produce similar materials and products, we cannot assure you
that such materials would be available to us on an immediate basis if needed, or
at prices similar to those now paid by us.
If we are unable to effectively protect our intellectual property, we will be
unable to prevent third parties from using our technology, which could impair
our ability to compete in the market.
Our success will depend in part on our ability to obtain and maintain
meaningful patent protection for our products, both in the United States and in
other countries. Our inability to do so could harm our competitive position. We
rely on our issued and pending patent applications in the United States and in
other countries to protect a large part of our intellectual property and our
competitive position. We cannot assure you that any of the currently pending or
future patent applications will issue as patents, or that any patents issued to
us will not be challenged, invalidated, held unenforceable or circumvented.
Further, we cannot assure you that our intellectual property rights will be
sufficiently broad to prevent third parties from producing competing products
similar in design to our products.
In addition to patent protection, we also rely on protection of trade secrets,
know-how and confidential and proprietary information. We generally enter into
confidentiality agreements with our employees, consultants and our collaborative
partners upon commencement of a relationship with us. However, we cannot assure
you that these agreements will provide meaningful protection against the
unauthorized use or disclosure of our trade secrets or other confidential
information or that adequate remedies would exist if unauthorized use or
disclosure were to occur. The exposure of our trade secrets and other
proprietary information would impair our competitive advantages and could have a
material adverse effect on our operating results, financial condition and future
growth prospects. Further, we cannot assure you that others have not or will not
independently develop substantially equivalent know-how and technology.
Our commercial success also depends in part on avoiding the infringement of
other parties' patents or proprietary rights and the breach of any licenses that
may relate to our technologies and products. We are aware of several third-party
patents that may relate to our technology. We believe that we do not infringe
these patents but cannot assure you that we will not be found in the future to
infringe these or other patents or proprietary rights of third parties, either
with products we are currently developing or with new products that we may seek
to develop in the future. If third parties assert infringement claims against
us, we may be forced to enter into license arrangements with them. We cannot
assure you that we could enter into the required licenses on commercially
reasonably terms, if at all. The failure to obtain necessary licenses or to
implement alternative approaches may prevent us from commercializing products
under development and would impair our ability to be commercially competitive.
We may also become subject to interference proceedings conducted in the U.S.
Patent and Trademark Office to determine the priority of inventions.
The cost of enforcing our proprietary rights may be expensive and result in
increased losses.
5
<PAGE>
The defense and prosecution, if necessary, of intellectual property suits,
U.S. Patent and Trademark Office interference proceedings and related legal and
administrative proceedings will result in substantial expense to us and
significant diversion of effort by our technical and management personnel. An
adverse determination in litigation or interference proceedings to which we may
become a party could subject us to significant liabilities to third parties,
could put our patents at risk of being invalidated or interpreted narrowly and
could put our patent applications at risk of not issuing.
Further, there is a risk that some of our confidential information could be
compromised during the discovery process of any litigation. During the course of
any lawsuit, there may be public announcements of the results of hearings,
motions and other interim proceedings or developments in the litigation. If
securities analysts or investors perceive these results to be negative, it could
have a substantial negative effect on the trading price of our stock.
Regulation by government agencies imposes significant costs and restrictions on
our business activities.
The production and sale of pharmaceutical products is highly regulated. Our
ability and the ability of our partners to secure regulatory approval for our
products and to continue to satisfy regulatory requirements will determine our
future success. We may not receive required regulatory approvals for our
products or receive approvals in a timely manner. In particular, FDA and
comparable agencies in foreign countries, including the European Medicines
Evaluation Agency and the Medicines Control Agency ("MCA") in the U.K., must
approve human therapeutic and preventive products before they are marketed. This
approval process can involve lengthy and detailed laboratory and clinical
testing, sampling activities and other costly and time-consuming procedures.
While the time required to obtain approval varies, it can take several years.
Delays in obtaining regulatory approvals could adversely affect the marketing of
products and our ability to receive product revenues or royalties. We cannot
guarantee that we will be able to obtain the necessary approvals for clinical
testing or for the manufacturing and marketing of any products that we develop.
We are also subject to ongoing regulatory review. Discovery of previously
unknown problems with a product, manufacturer or facility or other violations of
regulatory requirements may result in:
. fines;
. suspensions of regulatory approvals;
. product recalls; and
. criminal prosecution.
The failure to obtain regulatory approvals, the restriction, suspension or
revocation of regulatory approvals or any other failure to comply with
regulatory requirements or changes in the regulatory framework could materially
and adversely affect our business.
Professional guidelines could adversely affect our business.
6
<PAGE>
Private health organizations and science foundations may publish
recommendations for treatments, which affect various therapies, drugs or
procedures, including any products we might develop. These recommendations may
relate to:
. usage;
. dosage;
. method of administration; and
. use of other therapies simultaneously.
If patients and health care providers follow recommendations or guidelines
that result in decreased use of our products, our business could be materially
and adversely affected.
The price of our ADSs is volatile.
The market price of our ADSs, like that of other biotechnology companies, has
fluctuated significantly. Factors that could cause our stock price to fluctuate
in the future may include:
. announcements by us or our competitors of clinical trial results and other
product developments;
. adverse developments in the protection of intellectual property or other
legal matters;
. announcements in the scientific and research community or by other
biotechnology companies;
. regulatory changes that affect our products;
. fluctuations in our operating results; and
. changes in third-party reimbursement policies or in medical practices.
7
<PAGE>
Third-party reimbursement and health care cost containment initiatives may
constrain our future revenues.
Our ability to successfully market any product we develop, and particularly
with respect to our Invicorp product candidate, will depend in part on the level
of reimbursement that government health administration authorities, private
health coverage insurers and other organizations provide for the cost of our
products and related treatments. We may not be able to sell our products
profitably if reimbursement is unavailable or limited in scope. Third-party
payors may not reimburse patients for newly approved health care products such
as those that we are developing. Increasingly, third-party payors are attempting
to contain health care costs in ways that are likely to impact our development
of products including:
. challenging the prices charged for health care products;
. limiting both coverage and the amount of reimbursement for new therapeutic
products;
. denying or limiting coverage for products that are approved by the
regulatory agencies but are considered experimental or investigational by
third-party payors; and
. refusing to provide coverage when an approved product is used in a way that
has not received regulatory marketing approval.
United States judgments may not be enforceable against us.
Judgments of United States courts, including those predicated on the civil
liability provisions of the federal securities laws of the United States, may
not be enforceable against us in English courts. As a result, stockholders who
obtain a judgment against us in the United States may not be able to require us
to pay the amount of the judgment.
8
<PAGE>
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, including the documents we incorporate by reference,
contains forward-looking satemetns within the meaining of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. These statements are indicated by words or phrases such "may,"
"will," "will likely result," "believe," "expect," "will continue,"
"anticipate," "estimate," "intend," "plan," "contemplate," "seek to,"
"future," "objective," "goal," "project," "should" and similar expressions.
Actual results may vary significantly from those suggested by the forward-
looking statements due to risks or uncertainties associated with our
expectations with respect to, but not limited to, our ability to implement
our strategy, our growth and expansion, the outcome of any disputes with
third parties and the risk factors set forth below.
9
<PAGE>
THE COMPANY
Senetek is a science-driven biotechnology company that develops,
manufactures and markets proprietary products for the enhancement of
quality of life, primarily products for the diagnosis and treatment of
aging-related healthcare problems. Recently, we have decided to focus on
two business sectors, biopharmaceuticals, in particular therapeutic agents
for erectile dysfunction and female sexual dysfunction, and proprietary
skincare technologies. In connection with product development activities,
we sponsor research in the life sciences and biotechnology fields.
Senetek is a public limited company that was registered in England in
1983 (registration number 1759068). We have two wholly-owned subsidiaries,
Senetek Drug Delivery Technologies Inc. and Carme Cosmeceutical Sciences
Inc., both of which are Delaware corporations.
Our principal executive offices are located at 620 Airpark Road, Napa,
California 94558, and our telephone number at that address is (707) 226-
3900.
10
<PAGE>
THE SELLING STOCKHOLDERS
All of the ADSs are being sold by the Selling Stockholders identified
in the following table (including the footnotes). The table (including the
footnotes) also sets forth information regarding the beneficial ownership
of our outstanding Ordinary shares as of May 15, 2000 for each of the
Selling Stockholders. Except as indicated by the notes to the following
table, the holders listed below have sole voting power and investment power
over the shares beneficially held by them. Because the Selling Stockholders
may sell all or some portion of the ADSs covered by this prospectus, we
cannot estimate the number of ADSs, and the percentage of outstanding
shares, that will be held by any of them after any particular sale. The
address of Silver Creek Investments, Ltd., Bomoseen Investments, Ltd.,
Dandelion Investments, Ltd., Elstree Holdings, Ltd., and Wallington
Investments, Ltd. is c/o Robert T. Tucker, Esq., 61 Purchase Street, Suite
2, Rye, New York, 10580.
<TABLE>
<CAPTION>
Number of
Number of ADSs
ADSs Percentage(1) Offered
------------ ------------- -----------
<S> <C> <C> <C>
Silver Creek Investments, Ltd.(2)........................... 2,865,086 4.9% 2,865,086
Bomoseen Investments, Ltd.(3)............................... 2,865,086 4.9% 2,865,086
Dandelion Investments, Ltd.(4).............................. 1,951,580 3.3% 1,951,580
Elstree Holdings, Ltd.(5)................................... 1,951,581 3.3% 1,951,581
Wallington Investments, Ltd................................. 378,788 0.6% 378,788
Total....................................................... 10,012,121 17% 10,012,121
</TABLE>
_________________
(1) Based on 58,414,017 Ordinary shares outstanding as of May 15, 2000. For the
purposes of calculating the beneficial ownership of each of the Selling
Stockholders, we have assumed exercise in full of such Selling Stockholder's
warrants.
(2) Includes 2,238,817 Ordinary shares issuable upon exercise of currently
exercisable warrants. Robert T. Tucker, Esq. is the sole director of Silver
Creek Investments, Ltd. In his capacity as director, he may be deemed to
share beneficial ownership of any shares beneficially owned by Silver Creek
Investments, Ltd. but disclaims any such beneficial ownership.
(3) Includes 2,238,817 Ordinary shares issuable upon exercise of currently
exercisable warrants. Robert T. Tucker, Esq. is the sole director of
Bomoseen Investments, Ltd. In his capacity as director, he may be deemed to
share beneficial ownership of any shares beneficially owned by Bomoseen
Investments, Ltd. but disclaims any such beneficial ownership.
(4) Includes 1,524,992 Ordinary shares issuable upon exercise of currently
exercisable warrants.
(5) Includes 1,524,992 Ordinary shares issuable upon exercise of currently
exercisable warrants.
No predictions can be made as to the effect, if any, that future sales
of ADSs, or the availability of ADSs for future sales, will have on the
market price of the ADSs prevailing from time to time. Sales of substantial
amounts of ADSs (including ADSs issued upon the exercise of stock options
or warrants), or the perception that such sales could occur, could
adversely affect prevailing market prices of the ADSs.
11
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission (the
"Commission"). You can inspect and copy these reports, proxy statements
and other information at the public reference facilities of the Commission,
in Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549; 7 World Trade
Center, Suite 1300, New York, New York 10048; and Suite 1400, Citicorp
Center, 500 W. Madison Street, Chicago, Illinois 60661-2511. You can also
obtain copies of these materials from the public reference section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. Please call the Commission at 1-800-SEC-0330 for further information
on the public reference rooms. The Commission also maintains a web site
that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the
Commission (http://www.sec.gov). You can inspect reports and other
information we file at the office of the New York Stock Exchange, Inc., 20
Broad Street, New York, New York 10005.
We have filed a registration statement and related exhibits with the
Commission under the Securities Act of 1933, as amended (the "Securities
Act"). The registration statement contains additional information about us
and our common stock. You may inspect the registration statement and
exhibits without charge at the office of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and you may obtain copies from the
Commission at prescribed rates.
The Commission allows us to "incorporate by reference" the
information we file with it, which means that we can disclose important
information to you by referring to those documents. The information
incorporated by reference is an important part of this prospectus, and
information that we file later with the Commission will automatically
update and supersede this information. We incorporate by reference the
following documents we filed with the Commission pursuant to Section 13 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"):
. Current Report on Form 8-K filed on July 19, 2000;
. Quarterly Reports on Form 10-Q for the quarterly periods ending
March 31, 2000, June 30, 2000 and September 30, 2000 filed with
the Commission May 15, 2000, August 11, 2000 and November 8,
respectively;
. Annual Report on Form 10-K for the year ended December 31, 1999
filed with the Commission March 30, 2000;
. Definitive Proxy Statement distributed in connection with our
2000 Annual General Meeting filed with the Commission on October
18, 2000;
. Description of our Ordinary shares contained in our registration
statement on Form 8-A filed with the Commission on June 4, 1986;
. All documents filed by us with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this prospectus and before the offering the Ordinary
shares thereby is stopped (other than those portions of such
documents described in paragraphs (i), (k), and (l) of Item 402
of Regulation S-K promulgated by the Commission).
You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:
Investor Relations
Senetek PLC
620 Airpark Road
Napa, California 94558
(707) 226-3900
12
<PAGE>
You should rely only on the information incorporated by reference or
provided in this prospectus and any supplement. We have not authorized
anyone else to provide you with different information.
USE OF PROCEEDS
The ADSs are being sold by the Selling Stockholders for their own
accounts, and we will not receive any of the proceeds from the sale of the
Selling Stockholders' ADSs, other than $10,998,572 representing the
exercise price of the warrants. The exercise price of the warrants is
subject to reduction under certain circumstances.
PLAN OF DISTRIBUTION
The Selling Stockholders are selling our ADSs for their own accounts.
The Selling Stockholders will act independently of us in making decisions
with respect to the timing, manner and size of each sale. The Selling
Stockholders may sell the ADSs being offered hereby on the NASDAQ SmallCap
Market, or otherwise, at prices and under terms then prevailing or at
prices related to the then current market price or at negotiated prices.
The ADSs may be sold by one or more of the following means of distribution:
. a block trade in which the broker-dealer so engaged will attempt
to sell ADSs as an agent, but may position and resell a portion
of the block as principal to facilitate the transaction;
. purchases by a broker-dealer as principal and resale by such
broker-dealer for its own account pursuant to this Prospectus;
. an over-the-counter distribution in accordance with the rules of
the NASDAQ SmallCap Market;
. ordinary brokerage transactions and transactions in which the
broker solicits purchasers; and
. in privately negotiated transactions.
To the extent required, we may amend or supplement this Prospectus
from time to time to describe a specific plan of distribution.
In connection with distributions of the ADSs or otherwise, the Selling
Stockholders may enter into hedging transactions with broker-dealers or
other financial institutions. In connection with such transactions, broker-
dealers or other financial institutions may engage in short sales of ADSs
in the course of hedging the positions they assume with Selling
Stockholders. The Selling Stockholders may also sell our ADSs short and
redeliver the ADSs to close out such short positions. The Selling
Stockholders may also enter into option or other transactions with broker-
dealers or other financial institutions which require the delivery to such
broker-dealer or other financial institution of ADSs offered hereby, which
ADSs such broker-dealer or other financial institution may resell pursuant
to this Prospectus (as supplemented or amended to reflect such
transaction). The Selling Stockholders may also pledge ADSs to a broker-
dealer or other financial institution, and, upon a default, such broker-
dealer or other financial institution may effect sales of the pledged ADSs
pursuant to this Prospectus (as supplemented or amended to reflect such
transaction). In addition, any ADSs that qualify for sale pursuant to Rule
144 may be sold under Rule 144 rather than pursuant to this Prospectus.
13
<PAGE>
In effecting sales, brokers, dealers or agents engaged by the Selling
Stockholders may arrange for other brokers or dealers to participate.
Brokers, dealers or agents may receive commissions, discounts or
concessions from the Selling Stockholders in amounts to be negotiated prior
to the sale. Such brokers or dealers and any other participating brokers or
dealers may be deemed to be "underwriters" within the meaning of the
Securities Act in connection with such sales, and any such commissions,
discounts or concessions may be deemed to be underwriting discounts or
commissions under the Securities Act. We will pay all expenses incident to
the offering and sale of the ADSs to the public other than any commissions
and discounts of underwriters, dealers or agents and any transfer taxes.
In order to comply with the securities laws of certain states, if
applicable, the ADSs must be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states
the ADSs may not be sold unless they have been registered or qualified for
sale in the applicable state or an exemption from the registration or
qualification requirement is available and is complied with.
We have advised the Selling Stockholders that the anti-manipulation
rules of Regulation M under the Exchange Act may apply to sales of ADSs in
the market and to the activities of the Selling Stockholders and their
affiliates. In addition, we will make copies of this Prospectus available
to the Selling Stockholders and have informed them of the need for delivery
of copies of this Prospectus to purchasers at or prior to the time of any
sale of the ADSs offered hereby. The Selling Stockholders may indemnify any
broker-dealer that participates in transactions involving the sale of the
ADSs against certain liabilities, including liabilities arising under the
Securities Act.
At the time a particular offer of ADSs is made, if required, a
Prospectus Supplement will be distributed that will set forth the number of
ADSs being offered and the terms of the offering, including the name of any
underwriter, dealer or agent, the purchase price paid by any underwriter,
any discount, commission and other item constituting compensation, any
discount, commission or concession allowed or reallowed or paid to any
dealer, and the proposed selling price to the public.
We cannot assure you that the Selling Stockholders will sell any or
all of the ADSs offered by them hereunder.
LEGAL MATTERS
The legality of the securities offered by this prospectus will be
passed upon for us by Latham & Watkins, London, England. Any underwriters
will be advised about the other issues relating to any offering by their
own legal counsel.
EXPERTS
Our consolidated financial statements as of December 31, 1999 and
December 31, 1998 and for each of the two years in the period ended
December 31, 1999, which are incorporated by reference herein from our
Annual Report on Form 10-K for the year ended December 31, 1999, have been
audited by BDO Seidman LLP, independent certified public accountants. Our
consolidated financial statements for the year ended December 31, 1997,
which are incorporated by reference herein from our Annual Report on Form
10-K for the year ended December 31, 1999, have been audited by Price
Waterhouse, independent accountants. In each case, their reports (which
contain certain explanatory paragraphs regarding our ability to continue as
a going concern and which are also incorporated by reference herein) have
been so included in reliance upon the reports of such firms given upon
their authority as experts in accounting and auditing.
14
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses to be paid by us in connection with the distribution of the
securities being registered are as set forth in the following table:
Securities Act Registration Fee................................... $ 4,130.00
* Legal Fees and Expenses (other than Blue Sky)..................... 30,000.00
* Accounting Fees and Expenses...................................... 5,000.00
* Printing Expenses................................................. 5,000.00
* Blue Sky Fees and Expenses........................................ 2,000.00
Total............................................................. $46,130.00
_____________
* Estimated
Item 15. Indemnification of Directors and Officers.
Article 158 of the Articles of Association of the Registrant provides as
follows:
INDEMNITY
"Subject to the provisions of the Statutes, every Director, or other
Office or other Auditor for the time being of the Company shall be indemnified
out of the assets of the Company against all costs, charges, expenses, losses
and liabilities which they may sustain or incur in or about the execution of
his office or otherwise in relation thereto."
Item 16. Exhibits.
The following documents are filed as part of this registration statement.
Exhibit
Number Description
5.1 Opinion of Latham & Watkins*
10.1 Senetek No. 1 Share Option Scheme for Employees.
Filed as an Exhibit to Registrant's Report on Form S-8 on October 8,
1993, Registration No. 33-70136, and incorporated herein by reference.
10.2 Asset Purchase Agreement dated as of July 31, 1995, between Carme
International, Inc. a wholly owned subsidiary of Senetek PLC and Carme
Inc.
Filed as an Exhibit on Form 8-K, dated October 10, 1995 (as amended),
and incorporated herein by reference.
10.3 Senetek No. 2 Executive Share Option Scheme for non-Executive Directors
and Consultants.
Filed as an Exhibit to Registrant's Registration Statement on Form S-8
on October 8, 1993, Registration No. 33-70136, and incorporated herein
by reference.
10.4 Amended and restated Deposit Agreement dated November 6, 1992 between
Senetek PLC and The Bank of New York.
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<PAGE>
The form of such Agreement was filed as an Exhibit on Form F-6 with the
Securities and Exchange Commission on March 19, 1992, Registration No.
33-46638, and is incorporated herein by reference.
10.5 Consulting Agreement dated May 1, 1994 between Senetek PLC and Dr. G.D.
Frentz.
Filed as an Exhibit to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1994 and incorporated herein by reference.
10.6 Service Agreement dated August 11, 1995 and supplemental agreement
dated July 3, 1996 between Senetek PLC and Dr. G. Homan.
Filed as an exhibit to Registrant's Annual Report on Form 10-K for the
years ended December 31, 1995 and 1996 respectively and incorporated
herein by reference.
10.7 Service Agreement dated August 11, 1995 and supplemental agreement
dated July 3, 1996 between Senetek PLC and Mr. P.A. Logan.
Filed as exhibits with corresponding Exhibit Number to Registrant's
annual Report on Form 10-K for the years ended December 31, 1995 and
1996 respectively and incorporated herein by reference.
10.8 Service Agreement dated September 1, 1996 between Senetek PLC and Mr.
A.J. Cataldo.
Filed as an to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1996 and incorporated herein by reference.
10.9 Service Agreement dated October 1, 1996 between Senetek PLC and Mr.
C.D. Brune.
Filed as an exhibit to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1996 and incorporated herein by reference.
10.10 Service Agreement dated June 30, 1997 between Senetek PLC and Mr. A.J.
Cataldo
Filed as an exhibit to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1998 and incorporated herein by reference.
10.11 Service Agreement dated June 30, 1997 between Senetek PLC and Dr. G.
Homan.
Filed as an exhibit to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1998 and incorporated herein by reference.
10.12 Service Agreement dated June 30, 1997 between Senetek PLC and Mr. C.D.
Brune.
Filed as an exhibit to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1998 and incorporated herein by reference.
10.13 Service Agreement dated June 30, 1997 between Senetek PLC and Dr. R.A.
Oakes.
Filed as an exhibit to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1998 and incorporated herein by reference.
10.14 Service Agreement dated December 30, 1998 between Senetek PLC and Mr.
F. J. Massino.
Filed as an exhibit to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1998 and incorporated herein by reference.
10.15 Settlement Agreement dated April 13, 1999 by and among Senetek PLC,
Windsor Capital Management, Ltd. and certain other parties thereto.
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<PAGE>
Filed as an exhibit to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1998 and incorporated herein by reference.
10.16 Securities Purchase Agreement dated April 13, 1999 by and among Senetek
PLC and certain other parties thereto.
Filed as an exhibit to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1998 and incorporated herein by reference.
10.17 Securities Purchase Agreement ("Securities Purchase Agreement") dated
April 14, 1999 between Senetek PLC and the various purchasers
designated in the agreement.
Filed as an exhibit to Registrant's Report on Form 10-Q for the quarter
ended June 30, 1999 and incorporated herein by reference.
10.18 Form of Senior Secured Note due April 14, 2002 issued by Senetek PLC
pursuant to the Securities Purchase Agreement.
Filed as an exhibit to Registrant's Report on Form 10-Q for the quarter
ended June 30, 1999 and incorporated herein by reference.
10.19 Form of Series A Warrant issued by Senetek pursuant to the Securities
Purchase Agreement.
Filed as an exhibit to Registrant's Report on Form 10-Q for the quarter
ended June 30, 1999 and incorporated herein by reference.
10.20 Form of Series B Warrant issued by Senetek pursuant to the Securities
Purchase Agreement.
Filed as an exhibit to Registrant's Report on Form 10-Q for the quarter
ended June 30, 1999 and incorporated herein by reference.
10.21 Form of Series C Warrant issued by Senetek pursuant to the Securities
Purchase Agreement.
Filed as an exhibit to Registrant's Report on Form 10-Q for the quarter
ended June 30, 1999 and incorporated herein by reference.
10.22 Registration Rights Agreement dated as of April 14, 1999 among Senetek
PLC and the parties designated therein.
Filed as an exhibit to Registrant's Report on Form 10-Q for the quarter
ended June 30, 1999 and incorporated herein by reference.
10.23 Security Agreement dated as of April 14, 1999 by and between Senetek
PLC and the parties designated therein.
Filed as an exhibit to Registrant's Report on Form 10-Q for the quarter
ended June 30, 1999 and incorporated herein by reference.
10.24 Pledge Agreement dated as of April 14, 1999 by and between Senetek PLC
and the parties designated therein.
Filed as an exhibit to Registrant's Report on Form 10-Q for the quarter
ended June 30, 1999 and incorporated herein by reference.
10.25 Pledge Agreement dated April 14, 1999 by and between Senetek Drug
Delivery Technologies Inc. and the parties designated therein.
Filed as an exhibit to Registrant's Report on Form 10-Q for the quarter
ended June 30, 1999 and incorporated herein by reference.
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<PAGE>
10.26 Guaranty dated as of April 14,1999 executed by Senetek Drug Delivery
Technologies Inc. and Carme Cosmeceutical Sciences Inc.
Filed as an exhibit to Registrant's Report on Form 10-Q for the quarter
ended June 30, 1999 and incorporated herein by reference.
10.27 Patent and Security Agreement dated as of April 14, 1999 between
Senetek PLC and the parties designated therein.
Filed as an exhibit to Registrant's Report on Form 10-Q for the quarter
ended June 30, 1999 and incorporated herein by reference.
10.28 Fixed and Floating Security Document dated April 14, 1999 executed by
Senetek PLC in favor of the Collateral Agent named therein.
Filed as an exhibit to Registrant's Report on Form 10-Q for the quarter
ended June 30, 1999 and incorporated herein by reference.
10.30 Settlement Agreement dated April 13, 1999 among Senetek PLC and the
parties named therein.
Filed as an exhibit to Registrant's Report on Form 10-Q for the quarter
ended June 30, 1999 and incorporated herein by reference.
10.31 Employment Agreement dated April 15, 1999 between Senetek PLC and Dr.
George Van Lear.
Filed as an exhibit to Registrant's Report on Form 10-Q for the quarter
ended June 30, 1999 and incorporated herein by reference.
23.1 Consent of BDO Seidman LLP*
23.2 Consent of Price Waterhouse**
23.3 Consent of Latham & Watkins (included in Exhibit 5.1)
24 Powers of Attorney (contained on page II-6)
_____________
* To be filed by amendment.
** Previously filed.
Item 17. Undertakings.
(a) We hereby undertake:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
II-4
<PAGE>
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that information required to be included in a post-
effective amendment by paragraphs (a)(1)(i) and (a)(1)(ii) above may
be contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(b) We hereby undertake that, for purposes of determining any liability under
the Securities Act of 1933, each filing of our annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
Senetek pursuant to the provisions described in this registration statement
above, or otherwise, we have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by us of expenses incurred or paid by a director, officer or
controlling person of us in the successful defense of any action, suit or
proceeding) is asserted against us by such director, officer or controlling
person in connection with the securities being registered, we will, unless
in the opinion of our counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by us is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final adjudication
of such issue.
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<PAGE>
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 Amendment No. 1 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Napa, California, on December 15, 2000.
SENETEK PLC
By: /s/ Frank J. Massino
--------------------------------------------
Frank J. Massino
President, Chief Executive Officer and
Chairman of the Board of Directors
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 has been signed by each of the following persons in the capacities and on
the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- --------------------------------------- ------------
<S> <C> <C>
/s/ Frank J. Massino Chairman, President and Chief Executive December 15, 2000
---------------------------------
Frank J. Massino Officer (Principal Executive Officer)
* Acting Chief Financial Officer (Principal December 15, 2000
---------------------------------
Stewart W. Slade Financial Officer and Principal
Accounting Officer)
* Director December 15, 2000
---------------------------------
Andreas Tobler
* Director December 15, 2000
---------------------------------
Uwe Thieme
* Director December 15, 2000
---------------------------------
Steven Georgiev
* By: /s/ Frank J. Massino
------------------------------
Frank J. Massino
Attorney-in-fact
</TABLE>
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<PAGE>
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
5.1 Opinion of Latham & Watkins*
23.1 Consent of BDO Seidman, LLP**
23.2 Consent of Price Waterhouse**
23.3 Consent of Latham & Watkins* (included in Exhibit 5.1)
24 Powers of Attorney (contained on page II-6)
___________
* To be filed by amendment.
** Previously filed.
