<PAGE>
As filed with the Securities and Exchange Commission on May 25, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
SENETEK PLC
(Exact name of registrant as specified in its charter)
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<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
</TABLE>
(Name, address, including ZIP code, and
telephone number, including area code, of
registrant's principal executive offices)
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
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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. [_]
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Proposed
Proposed Maximum
Title of each class of Maximum Aggregate Amount of
Securities to be Amount to be Offering Price Offering Registration
Registered Registered Per Share(1) Price(1) Fee
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<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
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</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.
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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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<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 MAY 25, 2000
SENETEK PLC
10,012,121 American Depositary Shares
Each Representing One Ordinary Share
This Prospectus relates to the public offering, which is not being
underwritten, of an aggregate of 10,012,121 American Depositary Shares, or
ADSs, each representing one ordinary share of Senetek PLC, a company organized
under the laws of England, which may be offered and sold from time to time by
the Selling Stockholders named herein for their own benefit. Whether any such
sales will be made and the timing and amount of any sales are within the sole
discretion of each Selling Stockholder.
The ADSs may be offered by the Selling Stockholders from time to time in one
or more transactions in the over-the-counter market at prices prevailing
therein, in negotiated transactions at such prices as may be agreed upon, or in
a combination of such methods of sale. The price at which any of the ADSs may
be sold, and the commissions, if any, paid in connection with any such sale,
are unknown and may vary from transaction to transaction. 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.
The ADSs are traded in the over-the-counter market on the NASDAQ SmallCap
Market. On May 24, 2000, the closing price of the Company's ADSs was $1.50
(NASDAQ Symbol: SNTKY).
THIS OFFERING INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" ON PAGE 4 HEREOF.
The Selling Stockholders and any broker executing selling orders on behalf of
the Selling Stockholders may be deemed to be an "underwriter" within the
meaning of the Securities Act. Commissions received by any such broker may be
deemed to be underwriting commissions under the Securities Act.
------------------
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.
------------------
, 2000.
<PAGE>
We have not authorized any dealer, salesman or other person to give any
information or to make any representation other than those contained or
incorporated by reference in this prospectus and any accompanying supplement
to this prospectus. You must not rely upon any information or representation
not contained or incorporated by reference in this prospectus or any
accompanying prospectus supplement as if we had authorized it. This prospectus
and any accompanying supplement to this prospectus do not constitute an offer
to sell or the solicitation of an offer to buy any securities other than the
registered securities to which they relate, nor do this prospectus and any
accompanying supplement to this prospectus constitute an offer to sell or the
solicitation of an offer to buy securities in any jurisdiction to any person
to whom it is unlawful to make such offer or solicitation in such
jurisdiction. The information contained in this prospectus and any 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
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Page
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<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
Description of Securities.................................................. 10
Use of Proceeds............................................................ 15
Plan of Distribution....................................................... 15
Legal Matters.............................................................. 16
Experts.................................................................... 16
</TABLE>
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
2
<PAGE>
filed with the Commission pursuant to Section 13 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"):
. Quarterly Report on Form 10-Q for the quarterly period ending March 31,
2000 filed with the Commission May 15, 2000;
. Annual Report on Form 10-K for the year ended December 31, 1999 filed with
the Commission March 30, 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
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.
3
<PAGE>
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
We have included statements in this prospectus which contain words or
phrases such as "may," "will," "will likely result," "believe," "expect,"
"will continue," "anticipate," "estimate," "intend," "plan," "contemplate,"
"seek to," "future," "objective," "goal," "project," "should" and similar
expressions or variations of such expressions, that are "forward-looking
statements." Actual results may differ materially 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.
RISK FACTORS
We have a history of losses.
Although we were formed 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. The likelihood of the
success of our business must be considered in the 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 are operating. Since inception, we have only produced $29,361,000
in gross revenues and have had cumulative losses of $85,195,000 (including net
losses of $11,862,000 and $1,365,000 for the year ended December 31, 1999 and
the quarterly period ended March 31, 2000, respectively). As a result 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 certain of
our products may be marketed in the fourth quarter of 2000, there can be no
assurance that marketing will begin when we anticipate, 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 may fluctuate significantly, and any failure to meet
financial expectations may disappoint securities analysts or investors and
result in a decline in our stock price, causing investor losses.
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.
If revenue declines in a quarter, whether due to a delay in recognizing
expected revenue or otherwise, our earnings will decline because many of our
expenses are relatively fixed in the short-term. 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. It is possible that in some future
quarter or quarters, our operating results will be below the expectations of
securities analysts or investors. In that case, our stock price could
fluctuate significantly or decline.
We may need additional financing in order to continue our operations.
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.
We may be unable to develop commercially successful products
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.
4
<PAGE>
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.
We are engaged in a field characterized by extensive research efforts. There
remains a risk that the research financed by us in the future could prove
unproductive. Furthermore, there can be no assurance that research and
discoveries by other companies will not render 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, there can be no
assurance 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 and believes that our exposure to
liability will thereby be lessened. However, there can be no assurance that
this result will be achieved.
We rely on certain key suppliers in order to produce our products.
We contract out manufacture of all of our products 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, there can be no assurance that
such materials would be available to us on an immediate basis if needed, or at
prices similar to those now paid by us.
5
<PAGE>
If we are unable to effectively protect our intellectual property, we would be
unable to prevent third parties from using our technology, which could impair
our ability to compete in the market, and the cost of enforcing our
proprietary rights may be expensive and result in increased losses.
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, and 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 defense and prosecution, if necessary, of intellectual property suits,
USPTO 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
6
<PAGE>
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.
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 American Depositary Shares representing our Ordinary
shares, 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
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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.
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.
8
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THE SELLING STOCKHOLDERS
All of the American Depositary Shares representing Ordinary shares are being
sold by the Selling Stockholders of the Company 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.
9
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DESCRIPTION OF SECURITIES
American Depositary Shares
The Bank of New York acts as the depositary bank for the American Depositary
Shares. The Bank of New York's depositary offices are located at 90 Washington
Street, New York, New York 10015. American Depositary Shares are frequently
referred to as "ADSs" and represent ownership interests in securities that are
on deposit with the depositary bank. ADSs are normally represented by
certificates that are commonly known as American Depositary Receipts or
"ADRs." The depositary bank typically appoints a custodian to safekeep the
securities on deposit. In this case, the custodian is The Bank of New York's
London, England office.
We have appointed The Bank of New York as depositary bank pursuant to a
deposit agreement. A copy of the deposit agreement and any amendment to date
is on file with the SEC under cover of a Registration Statement on Form F-6
(Reg. No. 33-71618). You may obtain a copy of the deposit agreement from the
SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549.
We are providing you with a summary description of the ADSs and your rights
as an owner of ADSs. Please remember that summaries by their nature lack the
precision of the information summarized and that a holder's rights and
obligations as an owner of ADSs will be determined by the deposit agreement
and not by this summary. We urge you to review the deposit agreement in its
entirety as well as the form of ADR attached to the deposit agreement.
Each ADS represents one Ordinary share on deposit with the custodian bank.
An ADS will also represent any other property received by the depositary bank
or the custodian on behalf of the owner of the ADS but that has not been
distributed to the owners of ADSs because of legal restrictions or practical
considerations.
If you become an owner of ADSs, you will become a party to the deposit
agreement and therefore will be bound to its terms and to the terms of the ADR
that represents your ADSs. The deposit agreement and the ADR specify our
rights and obligations as well as your rights and obligations as owner of ADSs
and those of the depositary bank. As an ADS holder you appoint the depositary
bank to act on your behalf in certain circumstances. The deposit agreement is
governed by New York law. However, our obligations to the holders of Ordinary
shares will continue to be governed by the laws of England, which may be
different from the laws of the United States.
As an owner of ADSs, you may hold your ADSs either by means of an ADR
registered in your name or through a brokerage or safekeeping account. If you
decide to hold your ADSs through your brokerage or safekeeping account, you
must rely on the procedures of your broker or bank to assert your rights as
ADS owner. Please consult with your broker or bank to determine what those
procedures are. This summary description assumes you have opted to own the
ADSs directly by means of an ADR registered in your name and, as such, we will
refer to you as the "holder." When we refer to "you," we assume the reader
owns new ADSs and will own ADSs at the relevant time.
Deposit and Withdrawal of Shares
Upon deposit with the Custodian in London of Ordinary shares or evidence of
rights to receive such Ordinary shares accompanied by any appropriate
instrument of transfer or endorsement as may be required by the Custodian and
subject to the terms of the Deposit Agreement, the Depositary will execute and
deliver at its Corporate Trust Office, which is presently located at 48 Wall
Street, New York, New York 10286, to the persons specified by the depositor of
such Ordinary shares, an ADR or ADRs registered in the name of such person or
persons for the number of ADSs issuable in respect of such deposit.
Upon surrender of ADSs at the Corporate Trust Office of the Depositary, and
upon payment of the charges provided in the Deposit Agreement, ADR holders are
entitled to delivery at the office of the Custodian in London of the
certificates representing the Ordinary shares and at such office of the
Custodian or, at the discretion of the
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Depositary, at the Corporate Trust Office of the Depositary, any other
property that the surrendered ADRs evidenced the right to receive. The
forwarding of share certificates and other proper documents of title for such
delivery at the Corporate Trust Office of the Depositary in New York City will
be at the risk and expense of the ADR holder.
Dividends, Other Distributions and Rights
The Depositary is required to convert into dollars, to the extent that in
its judgment it can do so on a reasonable basis, all cash dividends and other
cash distributions denominated in pounds sterling (or any other currency other
than dollars) that it receives in respect of the deposited Ordinary shares,
and to distribute the amount received to the holders of ADRs in proportion to
the number of ADSs held by them corresponding to such Ordinary shares. The
amount distributed will be reduced by any amounts required to be withheld by
the Company or the Depositary on account of any applicable taxes.
If we declare a dividend in, or free distribution of, additional Ordinary
shares, the Depositary may cause a distribution of ADRs to the holders of
outstanding ADRs, in proportion to the number of ADSs that represent the
number of Ordinary shares distributed. If additional ADRs are not distributed,
each ADS shall thereafter also represent the additional Ordinary shares
distributed in respect of the Ordinary shares represented by such ADS prior to
such distribution.
Record Dates
Whenever any cash dividend or other cash distribution shall become payable
or any distribution other than cash shall be made, or whenever rights shall be
issued with respect to the Ordinary shares, the Depositary will fix a record
date for the determination of the holders of ADRs who shall be entitled to
receive such dividend, distribution or rights, or the net proceeds of the sale
thereof, or to give instructions for the exercise of voting rights at any such
meeting, subject to the provisions of the Deposit Agreement.
Voting of the Underlying Ordinary Shares
Upon receipt of notice of any meeting of holders of Ordinary shares, the
Depositary has agreed that, as soon as practicable thereafter, it will mail
the information contained in such notice of meeting to the record holders of
ADRs. The record holders of ADRs at the close of business on the date
specified by the Depositary are entitled under the Deposit Agreement, subject
to any applicable provisions of English law and of the Memorandum and Articles
of Association of the Company, to instruct the Depositary as to the exercise
of the voting rights pertaining to the Ordinary shares represented by the ADSs
that are evidenced by the ADRs held by such record holders. The Depositary has
agreed that it will endeavor, insofar as practicable, to vote the Ordinary
shares so represented in accordance with such instructions.
Amendment and Termination of the Deposit Agreement
The ADRs and the Deposit Agreement may at any time be amended by agreement
between the Company and the Depositary. Any amendment that imposes or
increases any fees or charges (other than the fees of the Depositary for the
execution and delivery of ADRs and taxes or other governmental charges), or
that otherwise prejudices any substantial existing right of ADR holders, will
not take effect as to outstanding ADRs until the expiration of three months
after notice of such amendment has been given to the record holders of
outstanding ADRs. Every holder of an ADR at the time such amendment becomes
effective as aforesaid will, if such holder shall have been given such notice,
be deemed, by continuing to hold such ADR, to consent and agree to such
amendment and to be bound by the Deposit Agreement as amended thereby. In no
event will any amendment impair the right of any ADR holder to surrender the
ADRs held by such holder and receive therefor the underlying Ordinary shares
and any other properly represented thereby.
When so directed by Senetek, the Depositary has agreed to terminate the
Deposit Agreement by mailing notice of such termination to the record holders
of all ADRs then outstanding at least 30 days prior to the date
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fixed in such notice for such termination. The Depositary may similarly
terminate the Deposit Agreement at any time 60 days after the Depositary has
delivered to Senetek a notice of its election to resign and a successor
depositary has not been appointed and accepted its appointment. The Deposit
Agreement provides that Senetek will use its best efforts to appoint a
successor Depositary. If any ADRs remain outstanding after the date of
termination, the Depositary thereafter will discontinue the registration of
transfers of ADRs, will suspend the distribution of dividends to the holders
thereof and will not give any further notices or perform any further acts
under the Deposit Agreement, except the collection of dividends and other
distributions pertaining to the underlying Ordinary shares and any other
property, the sale of rights and the delivery of underlying Ordinary shares,
together with any dividends or other distribution received with respect
thereto and the net proceeds of the sale of any rights or other property, in
exchange for surrendered ADRs. At any time after the expiration of one year
from the date of termination, the Depositary may sell the underlying Ordinary
shares and any other property and hold the net proceeds for the pro rata
benefit of the holders of ADSs that have not heretofore been surrendered.
After making such sale, the Depositary shall be discharged from all
obligations under the Deposit Agreement, except to account for net proceeds
and other cash. Upon the termination of the Deposit Agreement, Senetek will
also be discharged from all obligations thereunder, except for certain
obligations to the Depositary.
Charges of Depositary
The Company paid all charges of the Depositary in connection with the
initial issuance of the ADRs evidencing the ADSs deposited with the Custodian.
Presently, the Depositary will charge (i) any party to whom ADRs are delivered
in connection with the deposit of Ordinary shares, and (ii) any party
surrendering ADRs in exchange for Ordinary shares or other underlying
securities, $.03 per issuance or cancellation for each ADS thereafter
evidenced by the ADRs so deposited or surrendered. The Company will pay all
other charges of the Depositary and all charges of any registrar or co-
registrar under the Deposit Agreement, including charges for issuance of ADRs
payable as a dividend or distribution or in connection with a rights offering
to stockholders, except for taxes and other governmental charges; any
applicable transfer or registration fees on deposit or withdrawal of Ordinary
shares; certain cable, telex, facsimile transmission and delivery charges and
other expenses that are incidental to the conversion by the Depositary of any
other currency into dollars, pursuant to the Deposit Agreement, received by
the Depositary with respect to the Ordinary shares held on deposit.
General
Neither we nor the Depositary will be liable to the holders of ADRs if
prevented or delayed by law or any circumstances beyond its control in
performing its obligations under the Deposit Agreement. The obligations of
Senetek and the Depositary under the Deposit Agreement are expressly limited
to performing their respective duties specified therein.
If any ADRs and ADSs evidenced thereby are listed on one or more stock
exchanges, the Depositary will act as registrar or, with our approval, appoint
a registrar or co-registrars for registration of such ADRs in accordance with
the requirements of such exchanges. In carrying out its functions, any
registrar or co-registrar will be entitled to protection and indemnity to the
same extent as the Depositary. Such registrar or co-registrars shall upon our
request, and may with our approval, be removed and a substitute or substitutes
will be appointed by the Depositary.
The ADRs are transferable on the books of the Depositary; provided that the
Depositary may close the transfer books, at any time and from time to time,
when deemed expedient by it in connection with the performance of its duties.
As a condition precedent to the execution and delivery, registration of
transfer, split-up, combination or surrender of any ADR or withdrawal of
Ordinary shares, the Depositary or the Custodian may require payment of a sum
sufficient to reimburse it for any tax or other governmental charge and any
stock transfer or registration fee with respect thereto and payment of any
applicable fees payable by the holders of ADRs. The Depositary may refuse to
execute and deliver ADRs, register the transfer of any ADR or make any
distribution of, or related to, Ordinary shares until it has received such
proof of citizenship, residence, exchange control approval or other
information as it may deem necessary or proper. The execution and delivery,
transfer
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and surrender of ADRs generally may be suspended, during any period when the
transfer books of the Depositary or Senetek are closed, or if any such action
is deemed necessary or advisable from time to time. Holders of ADRs may
inspect the list of ADR holders at any reasonable time, provided that the
purpose of such inspection shall be to communicate with holders of ADRs
regarding the business of the Company or a matter related to the Deposit
Agreement.
Ordinary Shares
The authorized capital of the Company consists of 100,000,000 Ordinary
Shares, nominal value 5p each. The concept of Ordinary shares in a limited
company under the Companies Act of 1985 of England and Wales is similar to
that of shares of common stock in a United States corporation.
General
Our outstanding Ordinary shares are duly authorized and validly issued. The
names of holders of Ordinary shares are registered in the Register of
Stockholders of Senetek and certificates are issued (subject to the terms of
issue of such shares) following allotment or receipt in the form of transfer
bearing the appropriate stamp duty by the Company's Registrars, Independent
Registrars Group Limited, Witham, Essex. Nonresidents of the United Kingdom
may hold and exercise voting rights attaching to Ordinary shares.
Holders of Ordinary shares are entitled to receive such dividends as may be
recommended by our Board of Directors and approved by our stockholders in
general meeting and such interim dividends as our Board may declare. Upon our
liquidation or winding up, the assets available for distribution (as
determined in accordance with applicable insolvency legislation), if any, will
be distributed pro rata among the holders of Ordinary shares according to the
amounts paid up on such shares.
Voting Rights
At a meeting of stockholders, registered holders of the Ordinary shares
present in person are entitled to one vote on a show of hands. On a poll every
stockholder present in person or by proxy shall have one vote for every 5p in
nominal amount of the Ordinary share capital held by him. A poll may be
demanded upon any question by (i) the Chairman of the Board of Directors, (ii)
not less than five stockholders present in person or by proxy and entitled to
vote, (iii) a stockholder or stockholders present in person or by proxy
representing not less than 1/10 of the total voting rights of all the
stockholders having the right to vote at the meeting, or (iv) a stockholder or
stockholders holding shares conferring a right to vote at the meeting, being
shares in which the aggregate sum has been paid up to not less than 1/10 of
the total sum paid up on all the shares confirming that right.
Our Articles of Association provide that the quorum for a stockholders
meeting is two stockholders present in person. An ordinary resolution requires
a simple majority of the votes cast at a meeting of the stockholders. Special
and extraordinary resolutions require a 3/4 majority of those attending and
entitled to vote at a meeting of the stockholders. Variation of the rights
relating to classes of shares require either (i) the consent in writing of the
holders of at least 3/4 of the nominal amount of the issued shares of that
class or (ii) the sanction of an extraordinary resolution passed at a separate
meeting of the holders of the issued shares of that class. Privileges
attaching to any class of shares may be varied in the manner (if any) provided
by the rights attaching to such shares.
Preemptive Rights
The English Companies Act of 1985 provides existing stockholders with rights
of preemption on the issuance of new shares by us. A special resolution of our
stockholders is required to disapply these preemption rights. A special
resolution was passed on May 16, 1997 disapplying such preemption rights until
May 15, 2002. These preemption rights can be disapplied for a further period
by special resolution.
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Rights of Dissenting Stockholders
If a bidder makes an offer to acquire all of the shares in Senetek or all of
the shares of any class or classes within Senetek a number of provisions
contained within the Companies Act of 1985 apply in relating to the rights of
minority stockholders. These rights include the right for the offeror (where
it has acquired not less than 9/10 in value of the shares to which the offer
relates) to give notice to the holder of any shares to which the offer relates
which the offeror has not acquired or contracted to acquire that he desires to
acquire those shares. Similarly, where the offeror acquired or contracted to
acquire not less than 9/10 in value of the shares of any class to which the
offer relates, the offeror may give notice to the holder of any shares of that
class which the offeror has not acquired or contracted to acquire that he
desires to acquire those shares on the terms of the offer unless the minority
stockholder or stockholders obtain an order of the court preventing the
compulsory purchase of those shares or specifying different terms of
acquisition.
In certain circumstances a stockholder also has the right to require an
offeror to acquire their shares where the offeror has acquired or contracted
to acquire not less than 9/10 in value of all the shares in the Company or
where the offer relates to shares of any class or classes the offeror has
acquired or contracted to acquire some but not all of the shares of that class
and those shares amount to not less than 9/10 in value of all the shares of
that class. These rights are set out in more detail in the Companies Act of
1985.
Stockholder Meetings
We are obliged to hold an annual general meeting of our stockholders within
15 months of the previous annual general meeting. In addition, our Board of
Directors may convene an extraordinary general meeting of stockholders when
they consider it necessary to discuss special business of the Company.
Extraordinary general meetings may also otherwise be convened in accordance
with the Companies Act of 1985.
For an annual general meeting of stockholders and an extraordinary general
meeting called for the passing of a special resolution, at least 21 days
written notice of the meeting must be given to stockholders. For all other
extraordinary general meetings at least 14 days written notice must be given
to stockholders. While an ordinary resolution of our stockholders is passed by
simple majority of those voting on the resolution, a special resolution
requires three-fourths of those voting on the resolution to vote in favor.
Transfer Agent
The Bank of New York, 48 Wall Street, New York, New York 10286, is the
Transfer Agent, Warrant Agent and Depositary for our Ordinary shares.
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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' Shares, 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 ADSs covered by this Prospectus may be offered and sold from time to
time by the Selling Stockholders. 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) 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; (b) purchases by a broker-
dealer as principal and resale by such broker-dealer for its own account
pursuant to this Prospectus; (c) an over-the-counter distribution in
accordance with the rules of the NASDAQ SmallCap Market; (d) ordinary
brokerage transactions and transactions in which the broker solicits
purchasers; and (e) in privately negotiated transactions. To the extent
required, this Prospectus may be amended and supplemented 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.
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
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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.
There can be no assurance 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.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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:
<TABLE>
<S> <C>
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
</TABLE>
- --------
* 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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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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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.
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Filed as an exhibit to Registrant's Report on Form 10-Q for the quarter
ended June 30, 1999 and incorporated herein by reference.
10.26 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.
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
II-4
<PAGE>
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;
(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.
II-5
<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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Napa, California, on May 25, 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
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below does hereby constitute and appoint Frank J. Massino and Charles M.
Biama, and each of them, with full power of substitution and full power to act
without the other, his true and lawful attorney-in-fact and agent to act for
him in his name, place and stead, in any and all capacities, to sign a
registration statement on Form S-3 and any or all amendments thereto
(including without limitation any post-effective amendments thereto), and any
registration statement for the same offering that is to be effective under
Rule 462(b) of the Securities Act, and to file each of 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 and necessary to be done in and about the
premises in order to effectuate the same as fully, to all intents and
purposes, as they or he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement 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 May 25,2000
- ---------------------------- Executive Officer (Principal
Frank J. Massino Executive Officer)
/s/ Charles M. Biama Chief Financial Officer (Principal May 25, 2000
- ---------------------------- Financial Officer and Principal
Charles M. Biama Accounting Officer)
/s/ Andreas Tobler Director May 25, 2000
- ----------------------------
Andreas Tobler
/s/ Gary D. Frentz Director May 25, 2000
- ----------------------------
Gary D. Frentz
/s/ Uwe Thieme Director May 25, 2000
- ----------------------------
Uwe Thieme
/s/ Steven Georgiev Director May 25, 2000
- ----------------------------
Steven Georgiev
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<C> <S>
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)
</TABLE>
- --------
* To be filed by amendment.
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Senetek PLC
Napa, California
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement of our report dated March
10, 2000, relating to the consolidated financial statements and schedules of
Senetek PLC appearing in the Company's Annual Report on Form 10-K for the year
ended December 31, 1999. Our report contains an explanatory paragraph
regarding the Company's ability to continue as a going concern.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
BDO SEIDMAN, LLP
San Francisco, California
May 22, 2000
<PAGE>
Exhibit 23.2
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated April 7, 1998 relating to the
consolidated financial statements, which appears in Senetek PLC's Annual
Report on Form 10-K for the year ended December 31, 1999. We also consent to
the reference to us under the heading "Experts" in such Registration
Statement.
Price Waterhouse
London, England
May 23, 2000
EX232-1
