<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 5, 1997
Registration No. 333-20893
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
- -------------------------------------------------------------------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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JONES MEDICAL INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 43-1229854
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1945 Craig Road, St. Louis, MO 63146 (314) 576-6100
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
DENNIS M. JONES
Jones Medical Industries, Inc.
1945 Craig Road
St. Louis, MO 63146
(314) 576-6100
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
With copies of communications to:
CHARLES E. H. LUEDDE, ESQ.
Greensfelder, Hemker & Gale, P.C.
10 South Broadway, Suite 2000
St. Louis, Missouri 63102
314-241-9090
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This Post-Effective Amendment No. 1 to the Registration Statement on Form S-3
filed by Jones Medical Industries Inc. (File No. 333-20893) which was declared
effective on February 7, 1997, is filed to indicate the completion of the
offering and sale contemplated thereby.
Jones Medical Industries, Inc. is advised by the several Selling Shareholders
named in such Registration Statement that offers and sales of the aggregate of
1,460,084 shares included in such Registration Statement have been concluded
as follows:
<TABLE>
<CAPTION>
type of transaction shares
------------------- ------
<S> <C>
Regular-way sales, including block trades 49,750
Short-against-the-box sales 1,410,334
---------
Total 1,460,084
</TABLE>
The several Selling Shareholders for whom short-against-the-box sales have
been effected have further advised Jones Medical Industries, Inc. that copies
of the Prospectus dated February 7, 1997, were delivered in connection with
the establishment of the short-against-the-box psotions and that such Selling
Shareholders' respective short and long positions in the shares of Jones
Medical Industries, Inc. arising from the foregoing transactions remain open
as of the close of business on August 29, 1997.
In the event that a Selling Shareholder who currently maintains offsetting
short and long positions as a result of such short-against-the-box sales
should, subsequent to the date hereof, elect to close the short position
other than by means of delivering long shares included in the Registration
Statement, the resulting net long position arising therefrom may not be
reoffered or resold pursuant to the Registration Statement, and the number of
shares included in the Registration Statement shall be deemed reduced
accordingly. In such event, any reoffer or resale of such net long position,
or any portion thereof, will be conducted in accordance with the exemption
from registration contained in Rule 144 under the Securities Act of 1933, as
amended, or in reliance upon another exemption from registration.
Accordingly, the offer and sale transactions contemplated by the Registration
Statement and by the related Prospectus dated February 7, 1997, is deemed
completed and no further use or delivery of such Propspectus in connection
with the offer and sale of shares by or on behalf of the Selling Shareholders
is authorized or permitted.
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 County of St. Louis, State of Missouri, on the 4th day of
September, 1997.
JONES MEDICAL INDUSTRIES, INC.
By: /s/ DENNIS M. JONES
--------------------------
Dennis M. Jones, President
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on September 4, 1997:
<TABLE>
<CAPTION>
SIGNATURES TITLE
---------- -----
<S> <C>
/s/ Dennis M. Jones Chairman of the Board,
- ----------------------------------- President, Chief Executive
Dennis M. Jones, President Officer and Director
/s/ Judith A. Jones Principal Financial Officer,
- ----------------------------------- Executive Vice President,
Judith A. Jones Secretary, Treasurer and
Director
/s/ Michael T. Bramblett Executive Vice President
- -------------------------------- and Director
Michael T. Bramblett
/s/ Edward A. Chod Director
- ---------------------------------
Edward A. Chod
/s/ G. Andrew Franz Senior Vice President -
- ---------------------------------- Operations -
G. Andrew Franz Pharmaceuticals and
Director
/s/ David A. McLaughlin Senior Vice President -
- ---------------------------------- Operations - Nutritionals
David A. McLaughlin and Director
- ---------------------------------- Director
Stanley Lopata
- ---------------------------------- Director
L. John Polite, Jr.
- ---------------------------------- Director
Thomas F. Patton
</TABLE>
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