As filed with the Securities and Exchange Commission on June 17, 1998
Registration No. 333-29863
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Agouron Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
California 33-0061928
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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10350 North Torrey Pines Road, La Jolla, California 92037
(619) 622-8000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Peter Johnson
President and Chief Executive Officer
AGOURON PHARMACEUTICALS, INC.
10350 North Torrey Pines Road, La Jolla, California 92037
(619) 622-8000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement as determined by
the Selling Stockholders.
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.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box.
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<PAGE>
WITHDRAWAL OF REGISTRATION STATEMENT.
Pursuant to the terms of the Registration Statement, and as set forth
in the Prospectus which is a part thereof, the Registrant agreed to keep the
Registration Statement effective until the earlier to occur of the resale of all
of the Shares described in the Prospectus or May 23, 1998. Accordingly, by this
Amendment 2 to the Registration Statement, the Registrant hereby withdraws the
Registration Statement.
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 to
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Diego, State of California, on the 17th day
of June, 1998.
AGOURON PHARMACEUTICALS, INC.
By: /s/Gary E.Friedman
Gary E.Friedman
Corporate Vice President, General Counsel and Secretary
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
* Peter Johnson President, Chief Executive June 17, 1998
- - ------------------------------------------
Peter Johnson Officer and Director
* Steven S. Cowell Corporate Vice President, Finance June 17, 1998
- - ------------------------------------------
Steven S. Cowell and Chief Financial Officer
/s/ Gary E. Friedman Corporate Vice President, General June 17, 1998
- - ------------------------------------------
Gary E. Friedman Counsel, Secretary and Director
* John N. Abelson Director June 17, 1998
- - ------------------------------------------
John N. Abelson
* Patricia M. Cloherty Director June 17, 1998
- - ------------------------------------------
Patricia M. Cloherty
* A.E. Cohen Director June 17, 1998
A.E. Cohen
* Michael E. Herman Director June 17, 1998
- - ------------------------------------------
Michael E. Herman
* Irving S. Johnson Director June 17, 1998
- - ------------------------------------------
Irving S. Johnson
* Antonie T. Knoppers Director June 17, 1998
- - ------------------------------------------
Antonie T. Knoppers
* Melvin I. Simon Director June 17, 1998
- - ------------------------------------------
Melvin I. Simon
*By: /s/ Gary E. Friedman June 17, 1998
Gary E. Friedman
</TABLE>
