As Filed with the Securities and Exchange Commission on May 31, 2000
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
COLUMBIA LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 59-2758596
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2875 NORTHEAST 191 STREET, SUITE 400
AVENTURA, FLORIDA 33180
(305) 933-6089
(Address, including ZIP code, and telephone number, including area
code, of registrant's principal executive offices)
DAVID L. WEINBERG
CHIEF FINANCIAL OFFICER
COLUMBIA LABORATORIES, INC.
2875 NORTHEAST 191 STREET, SUITE 400
AVENTURA, FLORIDA 33180
(305) 933-6089
(Name, address, including ZIP code, and telephone number,
including area code, of agent for service)
Copy to:
STEPHEN M. BESEN, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 310-8000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after this Registration Statement becomes effective.
If the securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If 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, please 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, please check this following
box and list the Securities Act registration 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: [ ]
NY2:\906504\07\37965.0012
<PAGE>
CALCULATION OF REGISTRATION FEE
============================================ ================== ==============
Proposed
Maximum Amount of
Title of Each Class of Aggregate Registration
Securities to be Registered Offering Price Fee (1)
-------------------------------------------- ------------------ --------------
Common Stock, $.01 par value (2) $75,000,000 (3) $19,800
-------------------------------------------- ------------------ --------------
(1) Calculated pursuant to Rule 457(o) under the Securities Act.
(2) Subject to note (3) below, there is being registered hereunder an
indeterminate number of shares of Common Stock as may be sold from time to
time.
(3) Except as permitted by Rule 462 under the Securities Act, in no event will
the aggregate offering price of all securities issued from time to time
pursuant to this registration statement exceed $75,000,000.
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 CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
THE SELLING STOCKHOLDERS IDENTIFIED IN THIS PROSPECTUS MAY NOT SELL THESE
SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL NOR IS
IT SEEKING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE
IS NOT PERMITTED.
SUBJECT TO COMPLETION. DATED MAY 31, 2000
PROSPECTUS
$75,000,000
[LOGO] COLUMBIA LABORATORIES, INC.
COMMON STOCK
We may offer shares of common stock from time to time at prices and on
terms to be determined by market conditions at the time we make the offer. We
will provide the specific terms of common stock in supplements to this
prospectus. Before you invest in the common stock, you should carefully read
this prospectus and the prospectus supplement related to the common stock
offered.
Our common stock trades on the American Stock Exchange under the symbol
COB. On May 30, 2000, the last reported sale price of the common stock on the
AMEX was $9.25 per share.
THE SECURITIES WE MAY OFFER INVOLVE A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" ON PAGE 7.
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.
If we sell the common stock through agents or underwriters, we will
include their names and the fees, commissions and discounts that they will
receive, as well as the net proceeds to us, in the applicable prospectus
supplement.
The date of this prospectus is , 2000
<PAGE>
TABLE OF CONTENTS
PAGE
PROSPECTUS SUMMARY........................................................3
RISK FACTORS..............................................................7
FORWARD-LOOKING INFORMATION...............................................7
WHERE YOU CAN FIND MORE INFORMATION.......................................8
USE OF PROCEEDS..........................................................10
DESCRIPTON OF CAPITAL STOCK..............................................11
PLAN OF DISTRIBUTION.....................................................16
LEGAL MATTERS............................................................17
EXPERTS..................................................................17
NO DEALER, SALES PERSON OR OTHER PERSON IS AUTHORIZED TO GIVE ANY
INFORMATION OR TO REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU MUST
NOT RELY ON ANY UNAUTHORIZED INFORMATION OR REPRESENTATIONS. THIS PROSPECTUS IS
AN OFFER TO SELL ONLY THE SECURITIES OFFERED HEREBY, BUT ONLY UNDER
CIRCUMSTANCES AND IN JURISDICTIONS WHERE IT IS LAWFUL TO DO SO. THE INFORMATION
CONTAINED IN THIS PROSPECTUS IS CURRENT ONLY AS OF ITS DATE.
2
<PAGE>
PROSPECTUS SUMMARY
COLUMBIA LABORATORIES, INC.
Because this is a summary, it does not contain all the information
about Columbia that may be important to you. To understand the specific terms of
the securities, you should read this prospectus with the accompanying prospectus
supplement carefully. You should also carefully read the section entitled "Risk
Factors" in this prospectus and the accompanying prospectus supplement and the
documents identified under the caption "Where You Can Find More Information."
We are currently engaged in the development and sale of pharmaceutical
products. Our objective is to develop unique pharmaceutical products that treat
female specific diseases and conditions including:
o infertility;
o dysmenorrhea, painful uterine cramping associated with menses;
o endometriosis, the growth of endometrial tissue outside the
uterus; and
o hormonal deficiencies.
We are also seeking to develop unique pharmaceutical products that treat
sexually transmitted diseases.
Our products primarily utilize our patented Bioadhesive Delivery
System. The Bioadhesive Delivery System is based upon the principal of
bioadhesion, a process by which the polymer, a large insoluble substance,
adheres to skin and other body surfaces and to mucin, a naturally occurring
secretion of the mucous membranes. The polymer remains attached to the surfaces
or the mucin and is discharged upon normal cell turnover. Cell turnover is a
normal process which, depending upon the area of the body, occurs every 12 to 72
hours. The extended period of attachment permits the Bioadhesive Delivery System
to be utilized in products when extended duration of effectiveness is desirable
or required.
Our first prescription drug utilizing the Bioadhesive Delivery System,
Crinone(R), is a sustained release, vaginally delivered, natural progesterone
product. Progesterone is a hormone manufactured by a woman's ovary in the second
half of the menstrual cycle. By delivering progesterone directly to the uterus,
a process we call "First Uterine Pass Effect"(C), it maximizes the therapeutic
benefit. It also avoids side effects seen with orally-delivered synthetic
progesterone-like drugs. In May 1997, we received U.S. marketing approval for
Crinone from the FDA for use as progesterone supplementation or replacement as
part of a treatment program for infertile women. In July 1997, we received U.S.
marketing approval for Crinone from the FDA for the treatment of secondary
amenorrhea, which is the loss of the menstrual period. Outside the U.S., Crinone
has been approved for marketing for one or more medical indications in a variety
of European and Latin American countries.
3
<PAGE>
In May 1995, we entered into a worldwide, except for South Africa,
license and supply agreement for Crinone with American Home Products
Corporation. As part of the agreement, the Wyeth-Ayerst Laboratories division of
AHP marketed Crinone. On July 2, 1999, AHP assigned the license and supply
agreement to Ares-Serono, a Swiss pharmaceutical company. Serono paid $68
million to AHP for the rights to Crinone and assumed AHP's financial obligations
to us. Under the terms of the license and supply agreement, we have earned $17
million in milestone payments as of December 31, 1999 and will continue to
receive additional milestone payments.
In addition, we have produced through contract manufacturers the
following over-the-counter products for sales by us or our licensees:
o Advantage-S(R), our female contraceptive gel;
o Replens(R), which replenishes vaginal moisture on a sustained
basis and relieves the discomfort associated with vaginal
dryness; and
o MipHil(TM), which reduces vaginal pH for the elimination of
symptoms of bacterial vaginosis.
On May 5, 2000, we sold various tangible and intangible assets related
to the U.S. rights for Replens to Lil' Drug Store Products, Inc. for a total of
$4.5 million cash. Additionally, Lil' Drug Store agreed to buy up to $500,000 of
Replens inventory from us and to pay us future royalties of up to $2 million
equal to 10% of future U.S. sales of Replens.
Additionally, on May 5, 2000, we licensed our Legatrin PM, Legatrin
GCM, Vaporizer in a Bottle and Diasorb brands to Lil' Drug Store. Under the
terms of these agreements, we will receive license fees equal to 20% of the
licensee's net sales of these brands. These agreements each have five-year terms
with provisions for renewal and contain options that allow the licensee to
acquire the brands from us.
We intend to concentrate on developing our prescription products,
including Chronodyne(R), a product intended to relax the uterus and prevent
abnormal contractions. This product may be useful in the treatment of disorders
such as dysmenorrhea and endometriosis. We expect Chronodyne(R) to enter Phase
III clinical trials later this year.
Our research in endocrinology has also led to the development of a
physiologic testosterone bioadhesive buccal tablet, a product to treat
"andropause" in men. Like the failure of the ovaries in menopausal women to
produce estrogen, andropause occurs upon the failure of the testes to produce
sufficient testosterone in men. This, in turn, results in increasing levels of
Follicle Stimulating Hormone, a natural hormone in the male pituitary gland
which stimulates the testicles to produce testosterone. This may have the same
impact as menopause in women, including:
o increased risk of cardiovascular disease;
4
<PAGE>
o Alzheimer's disease; and
o osteoporosis.
Our physiologic testosterone bioadhesive buccal tablet may play an important
role in the treatment of angina, the pain associated with the clogging of the
coronary arteries, and in the secondary prevention of a heart attack. We expect
to enter Phase III clinical trials for our physiologic testosterone buccal
tablet within the next several months and expect to complete Phase III trials by
year-end.
We have focused on women's health care because of the significant
number of women's health and hygiene needs which have not been met by available
products and because we have found vaginal delivery of pharmaceutical products
to be particularly effective. We intend to continue to develop products that
improve the delivery of previously approved drugs.
Our principal executive offices are located at:
2875 Northeast 191st Street, Suite 400
Aventura, Florida 33180
Tel: (305) 933-6089
Our subsidiaries, all of which are wholly-owned, are Columbia
Laboratories (Bermuda) Ltd., Columbia Laboratories (France) SA, Columbia
Laboratories (UK) Limited and Columbia Research Laboratories, Inc.
THE COMMON STOCK WE MAY OFFER
We may offer shares of our common stock from time to time under this
prospectus at prices and on terms to be determined by market conditions at the
time of offering. This prospectus provides you with a general description of the
common stock we may offer. Each time we offer securities under this prospectus,
we will provide a prospectus supplement that will describe the specific amounts,
prices and other important terms of the securities, including, to the extent
applicable:
o aggregate offering price;
o rates and times of payment of dividends, if any
o voting or other rights, if any; and
o important federal income tax considerations.
The prospectus supplement may also add, update or change information
contained in this prospectus or in documents we have incorporated by reference.
THIS PROSPECTUS MAY NOT BE USED TO COMPLETE ANY SALE OF SECURITIES UNLESS IT IS
ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
We may sell the common stock directly to or through agents,
underwriters or dealers. We, and our agents or underwriters, reserve the right
to accept or reject all or part of any proposed purchase of common stock. If we
5
<PAGE>
do offer common stock through agents or underwriters, we will include in the
applicable prospectus supplement:
o the names of those agents or underwriters;
o applicable fees, discounts and commissions, to be paid to
them; and
o the net proceeds to us.
We may also deliver this prospectus in connection with the sale of any
shares of common stock issued upon the exercise of any warrants to purchase
common stock we may issue or sell.
Common Stock. We may offer our common stock from time to time. Holders
of common stock are entitled to one vote per share on all matters submitted to a
vote of stockholders, except those matters that are submitted solely to a vote
of the holders of preferred stock. Subject to any preferences of outstanding
shares of preferred stock, holders of common stock are entitled to dividends
when and if declared by the board of directors.
6
<PAGE>
RISK FACTORS
The prospectus supplement applicable to the common stock we may offer
will contain a discussion of risks applicable to an investment in Columbia
common stock. Prior to making a decision about investing in our common stock,
you should carefully consider the specific factors discussed under the caption
"Risk Factors" in the applicable prospectus supplement, together with all of the
other information contained in the prospectus supplement or appearing or
incorporated by reference in the registration statement of which this prospectus
is a part.
FORWARD-LOOKING INFORMATION
The statements contained or incorporated by reference in this
prospectus that are not historical facts are "forward-looking statements," as
that term is defined in the Private Securities Litigation Reform Act of 1995. In
addition, from time to time, we, or our representatives, have made or may make
forward-looking statements, orally or in writing. Furthermore, forward-looking
statements may be included in our filings with the SEC as well as in press
releases or oral presentations made by or with the approval of one of our
authorized executive officers. Forward-looking statements include all statements
about our future strategy and most other statements that are not historical in
nature. Forward-looking statements are generally identified by words such as
"believes," "estimates," "expects," "intends," "plans, " "may," "will,"
"should," "anticipates" and other similar expressions. Such statements include,
without limitation, our expectations regarding:
o sales;
o earnings or other future financial performance and liquidity;
o product introductions;
o entry into new geographic regions; and
o general optimism about future operations or operating results.
We caution you to bear in mind that forward-looking statements, by
their very nature, involve assumptions and expectations and are subject to risks
and uncertainties. Although we believe that the assumptions and expectations
reflected in the forward-looking statements contained in this prospectus are
reasonable, we cannot assure you that those assumptions or expectations will
ultimately be correct. Important factors that could cause actual results to
differ materially from our expectations are disclosed in this prospectus under
the caption "Risk Factors." These factors include the following:
o increased competitive activity from companies in the pharmaceutical
industry, some of which have greater resources;
7
<PAGE>
o social, political and economic risks to our foreign operations,
including changes in foreign investment and trade policies and
regulations, including changes in accounting standards, that affect,
or will affect, Columbia in the United States and abroad;
o foreign currency fluctuations affecting the relative prices at which
we and foreign competitors sell our products in the same market; and
o timely completion of studies and approvals by the FDA and other
regulatory agencies.
Additional information on factors that may affect the business and
financial results can be found in our filings with the SEC. All forward-looking
statements should be considered in light of these risks and uncertainties. We
assume no responsibility to update forward-looking statements made in this
prospectus.
WHERE YOU CAN FIND MORE INFORMATION
Federal securities law requires us to file information with the
Securities and Exchange Commission concerning our business and operations.
Accordingly, we file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's public reference rooms located at
o 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549
o Seven World Trade Center, 13th Floor, New York, New York 10048
o Northwest Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661
Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. Our SEC filings are also available to the public from
the SEC's web site at http://www.sec.gov. Copies of these reports, proxy
statements and other information also can be inspected at the offices of the
American Stock Exchange at 86 Trinity Place, New York, NY 10006-1881.
We have filed with the SEC a registration statement on Form S-3 under
the Securities Act, with respect to the securities that we may offer under this
prospectus. This prospectus, which is a part of that registration statement,
does not include all the information contained in the registration statement and
its exhibits. For further information with respect to Columbia and the
securities, you should consult the registration statement and its exhibits.
Statements contained in this prospectus concerning the provisions of any
documents are summaries of those documents, and we refer you to the document
filed with the SEC for more information. The registration statement and any of
its amendments, including exhibits filed as a part of the registration statement
or an amendment to the registration statement, are available for inspection and
copying as described above.
8
<PAGE>
The SEC allows us to "incorporate by reference" the information we file
with them. This means that we can disclose important information to you by
referring you to the other information we have filed with the SEC. The
information that we incorporate by reference is considered to be part of this
prospectus. Information that we file later with the SEC will automatically
update and supersede this information.
The following documents filed by Columbia with the SEC and any future
filings under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (File No.
1-12145) made prior to the termination of this offering are incorporated by
reference:
o our Annual Report on Form 10-K for our fiscal year ended December
31, 1999;
o our Quarterly Report on Form 10-Q for our quarter ended March 31,
2000; and
o the description of our common stock contained in our registration
statement on Form 8-A, filed on February 1, 1989.
You can request a free copy of the above filings or any filings
subsequently incorporated by reference into this prospectus by writing or
calling us at:
Columbia Laboratories, Inc.
2875 Northeast 191 Street, Suite 400
Aventura, Florida 33180
Attention: David L. Weinberg, Chief Financial Officer
Telephone: (305) 933-6089
9
<PAGE>
USE OF PROCEEDS
Unless otherwise described in a prospectus supplement, we will use the
net proceeds from the sale of the securities offered by this prospectus and the
related prospectus supplements for our general corporate purposes, which may
include working capital, funding our operating losses, capital expenditures and
operating expenses. Unless otherwise described in a prospectus supplement,
pending application for specific purposes, the net proceeds of any sale of the
securities offered by this prospectus and the related prospectus supplements may
be invested in short-term investments and marketable securities.
10
<PAGE>
DESCRIPTON OF CAPITAL STOCK
GENERAL
We are authorized to issue 100,000,000 shares of common stock, par
value $.01 per share and 1,000,000 shares of preferred stock, par value $.01 per
share, of which 151,000 shares have been designated Series A Preferred Stock,
150,000 shares have been designated Series B Preferred Stock and 6,600 shares
have been designated Series C Preferred Stock. As of May 30, 2000, 30,434,926
shares of common stock, 33 shares of Series A Preferred Stock, 1,630 shares of
Series B Preferred Stock and 4,260 shares of Series C Preferred Stock were
outstanding, and there were 396, 1, 3 and 22 holders of record of common stock,
Series A, Series B and Series C Preferred Stock, respectively. We have been
informed that there are approximately 9,500 beneficial owners of our common
stock.
We are currently subject to the provisions of Section 203 of the
Delaware General Corporation Law regulating corporate takeovers. Section 203
prevents certain Delaware corporations from engaging, under certain
circumstances, in a "business combination," which includes a merger or sale of
more than 10% of the corporation's assets, with any interested stockholder for
three years following the date that the stockholder became an interested
stockholder. An interested stockholder is a stockholder who acquired 15% or more
of the corporation's outstanding voting stock without the prior approval of the
corporation's board of directors.
The following summaries of certain provisions of our common stock and
preferred stock do not purport to be complete and are subject to, and are
qualified in their entirety by, the provisions of our restated certificate of
incorporation and amended and restated bylaws, which are incorporated by
reference into the registration statement of which this prospectus is a part.
COMMON STOCK
With the exception of certain circumstances, holders of the Series A
and Series B Preferred Stock and common stock vote together as a single class on
all matters upon which stockholders are entitled to vote. Series C Preferred
Stock has no voting rights. The holders of common stock are entitled to one vote
for each share of such stock held of record by them and may not accumulate
votes. This means that the holders of more than 50% of the shares voting for the
election of directors can elect all of the directors if they choose to do so;
and, in such event, the holders of the remaining shares will not be able to
elect any person to the board of directors. The holders of common stock are
entitled to receive dividends when, as and if declared by the board of directors
out of funds legally available therefor, subject to prior rights of preferred
stockholders, and in the event of liquidation, dissolution or winding up of the
company, to share ratably in all assets remaining after payment of liabilities
and after payment of any preferential amounts to which holders of preferred
stock are entitled. Holders of shares of common stock, as such, have no
conversion, preemptive or other subscription rights, and there are no redemption
or sinking fund provisions applicable to the common stock.
11
<PAGE>
DIVIDENDS
We have never paid a cash dividend on our common stock and do not
anticipate paying cash dividends in the foreseeable future. We intend to retain
any earnings for use in the development and expansion of our business.
FUTURE SALES OF COMMON STOCK
Approximately 2,500,000 shares of common stock outstanding are
"restricted securities" as that term is defined in Rule 144 under the Securities
Act and may be sold only in compliance with that rule, pursuant to registration
under the Securities Act or pursuant to an exemption from registration.
Generally, under Rule 144, each person holding restricted securities for a
period of two years may, every three months after such two-year holding period,
sell in ordinary brokerage transactions or to market makers an amount of shares
equal to the greater of one percent of the particular company's then outstanding
common stock or the average weekly trading volume during the four weeks prior to
the proposed sale. This limitation on the amount of shares which may be sold
under the rule does not apply to restricted securities sold for the account of a
person who is not and has not been an affiliate of Columbia during the three
months prior to the proposed sale and who has beneficially owned the securities
for at least three years. In addition, the shares of common stock underlying the
shares of Series A, Series B and Series C Preferred Stock have been registered
under the Securities Act and, accordingly, when issued, will not be restricted
securities. Sales of substantial amounts of common stock in the public market
under Rule 144, pursuant to registration statements, or otherwise, could
adversely affect prevailing market prices of our common stock.
TRANSFER AGENT
The transfer agent and registrar for our common stock is First Union
National Bank.
WARRANTS
The statements under this caption are summaries that do not purport to
be complete. They are qualified by reference to the various warrant instruments,
which have been filed with the SEC.
As of May 30, 2000, we had warrants outstanding for the purchase of up
to 536,478 shares of common stock at prices ranging from $3.50 to $10.78 per
share. These warrants are exercisable through the year 2005. The exercise price
of the warrants and the number of shares of common stock issuable upon the
exercise of the warrants are subject to adjustment in certain circumstances.
Warrants may be exercised at any time during their exercise periods by
surrendering to Columbia the certificate evidencing those warrants, with the
form to exercise all or a portion of those warrants duly filled in and signed,
together with payment of the exercise price.
12
<PAGE>
PREFERRED STOCK
The board of directors is authorized to issue shares of preferred stock
and, subject to the limitations contained in the restated certificate of
incorporation and any limitations prescribed by law, to establish and designate
series and to fix the number of shares and the relative rights, conversion
rights, voting rights, terms of redemption and liquidation preferences. If
shares of preferred stock with voting rights are issued, such issuance could
affect the voting rights of the holders of our common stock by increasing the
number of outstanding shares having voting rights. In addition, if the board of
directors authorizes the issuance of shares of preferred stock with conversion
rights, the number of shares of common stock outstanding could potentially be
increased up to the authorized amount. The issuance of preferred stock, could,
under certain circumstances, have the effect of delaying or preventing a change
in control of the company and may adversely affect the rights of holders of
common stock. Also, preferred stock could have preferences with respect to
dividend and liquidation rights.
We issued 151,000 shares of Series A Preferred Stock in connection with
our private placement completed in November 1989, 150,000 shares of Series B
Preferred Stock in connection with our private placement completed in August
1991 and 6,600 shares of Series C Preferred Stock in connection with our private
placement completed in January 1999. The following description of the rights,
preferences and privileges of the Series A, Series B and Series C Preferred
Stock does not purport to be complete and is subject to and qualified in its
entirety by reference to the certificates of designation to our restated
certificate of incorporation, which set forth the terms and provisions of the
Series A, Series B and Series C Preferred Stock, copies of which have been
previously filed with the SEC.
DIVIDENDS
The Series A Preferred Stock pays cumulative dividends at a rate of 8%
per annum, payable quarterly. As of May 30, 2000, dividends of $38.00 have been
earned but have not been declared. Upon conversion of any shares of Series A
Preferred Stock, we are obligated to issue additional shares of common stock
having a market value equal to accrued but unpaid dividends on the Series A
Preferred Stock at the time of conversion. The issuance of any such shares of
common stock is subject to applicable provisions of the Delaware General
Corporation Law.
We do not presently intend to declare dividends with respect to the
Series B Preferred Stock. In the event the board of directors elects to declare
any cash dividends on the common stock, the board must also declare a cash
dividend on the Series B Preferred Stock in an amount equal to the common
equivalent per share dividend declared on the common stock. Dividends will be
cumulative from the payment date of any such declaration, whether or not there
are funds legally available for the payment of those dividends. Accumulations of
dividends on shares of Series B Preferred Stock will not bear interest.
The Series C Preferred Stock pays cumulative dividends at a rate of 5%
per annum payable quarterly. As of May 30, 2000, dividends of $30,429.00 have
been earned but have not been declared. Upon conversion of any shares of Series
C Preferred Stock, we are obligated to issue additional shares of common stock
having a market value equal to accrued but unpaid dividends on the Series C
13
<PAGE>
Preferred Stock at the time of conversion. The issuance of any such shares of
common stock is subject to applicable provisions of the Delaware General
Corporation Law.
CONVERSION RIGHTS
Holders of Series A, Series B and Series C Preferred Stock are entitled
to convert their shares of preferred stock into shares of common stock at any
time. As of May 30, 2000, each share of Series A Preferred Stock is convertible
into 12.36 shares of common stock, each share of Series B Preferred Stock is
convertible into 20.57 shares of common stock and each share of Series C
Preferred Stock is convertible into 285.71 shares of common stock.
The conversion rates are subject to adjustment in certain
circumstances. If we declare a dividend on our common stock payable in common
stock or payable in securities convertible into common stock, or if we
subdivide, combine, or reclassify our outstanding shares of common stock, then
the conversion rates will be adjusted so that each holder of Series A, Series B
and Series C Preferred Stock will be entitled to receive on conversion of his
shares that number of shares of common stock he would have held after the
dividend, subdivision, combination, or reclassification if he had converted his
shares of Series A, Series B and Series C Preferred Stock immediately prior to
the record date or effective date thereof, and, in the case of a dividend
payable in securities convertible into common stock, after he had converted all
those securities into common stock.
The Series B Preferred Stock will be automatically converted into
common stock upon the first to occur of the following events: (1) the completion
of at least a $10 million public offering with an offering price of at least $10
per share or (2) the date on which the closing price of the common stock on a
national exchange is at least $61.71 per share for a minimum of 20 consecutive
trading days where the average daily volume during such period is at least
30,000 shares.
REDEMPTION RIGHTS
We have the right to redeem, at any time, all or part of the shares of
Series A Preferred Stock at a redemption price of $100 per share of Series A
Preferred Stock, plus accrued and unpaid dividends, if any. The redemption price
shall be appropriately adjusted to reflect any stock split, stock dividend or
recapitalization with respect to the common stock.
At any time, we have the right to redeem all or part of the shares of
Series C Preferred Stock at a redemption price determined by several factors
including the total number of shares of Series C Preferred Stock to be redeemed
and the current market price of our common stock.
We do not have the option to redeem shares of Series B Preferred Stock.
14
<PAGE>
VOTING RIGHTS
Holders of Series A and Series B Preferred Stock are each entitled to
one vote for each share of common stock into which the shares of Series A and
Series B Preferred Stock are convertible. With the exception of certain
circumstances, holders of Series A and Series B Preferred Stock and common stock
vote together as a single class on all matters upon which stockholders are
entitled to vote. Holders of Series A Preferred Stock also have the right,
voting as a separate class, to approve any creation of a series of stock senior
to the Series A Preferred Stock as to dividends or liquidation. In the event
Columbia fails to pay dividends that have been declared on the Series A
Preferred Stock for four consecutive quarters, the holders of Series A Preferred
Stock, voting as a separate class, have the right to elect one member of the
board of directors. Holders of Series B Preferred Stock have the right, voting
as a separate class, to approve the creation of any series of stock senior to
the Series B Preferred Stock as to liquidation.
Holders of Series C Preferred Stock have no voting power other than as
required by the Delaware General Corporation Law.
LIQUIDATION RIGHTS
In the event of any voluntary or involuntary liquidation, dissolution
or winding up of Columbia, holders of Series A and Series B Preferred Stock will
be entitled to receive out of the assets of Columbia available for distribution
to its stockholders, before any distribution is made to holders of its common
stock, liquidating distributions in an amount equal to $100 per share plus an
amount in cash equal to all accrued but unpaid dividends. Holders of Series C
Preferred Stock will be entitled to receive $1,000 per share plus an amount in
cash equal to all accrued but unpaid dividends. After payment of the full amount
of the liquidating distributions to the holders of the Series A, Series B and
Series C Preferred Stock, holders of Columbia's common stock will be entitled to
any further distribution of Columbia's assets. If the assets of Columbia are
insufficient to pay the full amounts of the liquidating distributions on the
Series A, Series B and Series C Preferred Stock, then all available assets of
Columbia will be distributed ratably to the holders of the Series A, Series B
and Series C Preferred Stock in proportion to the ratio of liquidation
preferences.
15
<PAGE>
PLAN OF DISTRIBUTION
We may sell the common stock being offered by this prospectus directly
or through agents, underwriters or dealers.
Agents designated by us from time to time may solicit offers to
purchase the common stock offered by this prospectus. Any agent involved in the
offer or sale of those securities may be deemed to be an underwriter under the
Securities Act and we will name that agent and describe any commissions payable
by us to that agent in a prospectus supplement. Any agent appointed by us will
be acting on a reasonable efforts basis for the period of its appointment or, if
indicated in the applicable prospectus supplement, on a firm commitment basis.
We may be obligated under agreements with these agents to indemnify them against
civil liabilities, including liabilities under the Securities Act. These agents
may also engage in transactions with or perform services for us in the ordinary
course of business.
If we utilize any underwriters in any sale of the securities in respect
of which this prospectus is delivered, we will enter into an underwriting
agreement with those underwriters at the time of sale to them, and the names of
the underwriters and the terms of the transaction will be set forth in the
prospectus supplement. That prospectus supplement will be used by the
underwriters to make resales of the securities in respect of which this
prospectus is delivered to the public. We may be obligated under the
underwriting agreements with these underwriters to indemnify them against civil
liabilities, including liabilities under the Securities Act. These underwriters
may also engage in transactions with or perform services for us in the ordinary
course of business.
If we utilize a dealer in any sale of the securities in respect of
which this prospectus is delivered, we will sell the securities to the dealer,
as principal. The dealer may then resell those securities to the public at
varying prices to be determined by the dealer at the time of resale. We may be
obligated under agreements with these dealers to indemnify them against civil
liabilities, including liabilities under the Securities Act. These dealers may
also engage in transactions with or perform services for us in the ordinary
course of business.
If so indicated in the applicable prospectus supplement, we will
authorize agents, underwriters or dealers to solicit offers from purchasers to
purchase the securities from us at the public offering price set forth in the
prospectus supplement under delayed delivery contracts providing for payment and
delivery of those securities on a specified date in the future. These delayed
delivery contracts will be subject to only those conditions set forth in the
prospectus supplement, and we will set forth the commission payable for
solicitation of these offers in the prospectus supplement.
16
<PAGE>
LEGAL MATTERS
The validity of the shares of common stock to be offered hereunder will
be passed upon for us by Weil, Gotshal & Manges LLP, New York, New York.
EXPERTS
The consolidated financial statements of Columbia for the period ended
December 31, 1997 and the related schedule included in Columbia's Annual Report
on Form 10-K for the fiscal year ended December 31, 1997 and incorporated by
reference in this prospectus and elsewhere in the registration statement, have
been audited by Arthur Andersen LLP, independent public accountants; and as
indicated in their reports with respect thereto, are incorporated by reference
herein in reliance upon the authority of said firm as experts in giving said
reports.
The consolidated financial statements of Columbia as of December 31,
1998 and December 31, 1999 and for the years ended December 31, 1998 and
December 31, 1999 and the related schedules included in Columbia's Annual
Reports on Form 10-K for the fiscal years ended December 31, 1998 and December
31, 1999, and incorporated by reference in this prospectus and elsewhere in the
registration statement, have been audited by Goldstein Golub Kessler LLP,
independent public accountants. The reports of Goldstein Golub Kessler LLP on
the consolidated financial statements and the related schedule are incorporated
by reference in this document in reliance upon the authority of Goldstein Golub
Kessler LLP as experts in giving these reports.
17
<PAGE>
COLUMBIA LABORATORIES, INC.
$75,000,000
Common Stock
----------
PROSPECTUS
----------
, 2000
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated amounts of the expenses of and related to the offering
are as follows:
SEC registration fee......................................$19,800
Accounting fees and expenses..............................$10,000
Legal fees and expenses...................................$25,000
Miscellaneous.............................................$17,500
------
Total.....................................................$72,300
======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Columbia Laboratories, Inc. is a Delaware corporation. Section 145 of
the General Corporation Law of the State of Delaware (the "DGCL") empowers a
Delaware corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that such person is or was a director, officer, employee or agent of such
corporation or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise. Such indemnification may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, provided that such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful. A Delaware corporation is permitted to indemnify directors, officers,
employees and other agents of such corporation in an action by or in the right
of the corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the person to be indemnified has been
adjudged to be liable to the corporation. Where a director, officer, employee or
agent of the corporation is successful on the merits or otherwise in the defense
of any action, suit or proceeding referred to above or in defense of any claim,
issue or matter therein, the corporation must indemnify such person against the
expenses (including attorneys' fees) which he or she actually and reasonably
incurred in connection therewith.
Columbia's bylaws provide that Columbia shall indemnify, to the full
extent and under the circumstances permitted by the DGCL in effect from time to
time, any past, present or future director or officer, made or threatened to be
made a party to an action or proceeding other than one by or in the right of
Columbia, by reason of the fact that such person is or was a director or
officer, or was serving in such capacities at another entity at the specific
request of Columbia, on the same conditions provided by the DGCL.
As permitted by Section 102(b)(7) of the DGCL, Columbia's Certificate
of Incorporation contains a provision eliminating the personal liability of a
director to Columbia or its stockholders for monetary damages for breach of
fiduciary duty as a director, subject to certain exceptions.
Columbia maintains policies insuring its officers and directors against
certain civil liabilities, including liabilities under the Securities Act.
II-1
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Exhibit No. Description
----------- -----------
3.1 Restated Certificate of Incorporation, as amended (filed as
Exhibit 3.1 to Columbia's Registration Statement on Form S-18
(File No. 33-22062).*
3.2 Certificate of Amendment of Restated Certificate of
Incorporation, as filed with the Delaware Secretary of State on
May 31, 2000.**
3.3 Amended and Restated By-Laws (filed as Exhibit 3.2 to
Columbia's Annual Report on Form 10-K for the year ended
December 31, 1998 (the "1998-10-K")).*
4.1 Certificate of Designations, Preferences and Rights of Series A
Convertible Preferred Stock of Columbia, dated as of August 8,
1989 (filed as Exhibit (i) to Columbia's Current Report on Form
8-K dated August 14, 1989).*
4.2 Certificate of Designations, Preferences and Rights of Series B
Convertible Preferred Stock of Columbia, dated as of August 12,
1991 (filed as Exhibit 4.4 to Columbia's Current Report on Form
8-K dated August 22, 1991).*
4.3 Certificate of Designations, Preferences and Rights of Series C
Convertible Preferred Stock of Columbia, dated as of January 7,
1999 (filed as Exhibit 4.1 to the 1998-10-K).*
4.4 Securities Purchase Agreement, dated as of January 7, 1999,
between Columbia and each of the purchasers named on the
signature pages thereto (filed as Exhibit 4.2 to the 1998
10-K).*
4.5 Securities Purchase Agreement, dated as of January 19, 1999,
among Columbia, David M. Knott and Knott Partners, L.P. (filed
as Exhibit 4.3 to the 1998 10-K).*
4.6 Securities Purchase Agreement, dated as of February 1, 1999,
between Columbia and Windsor Partners, L.P. (filed as Exhibit
4.4 to the 1998 10-K).*
4.7 Registration Rights Agreement, dated as of January 7, 1999,
between Columbia and each of the purchasers named on the
signature pages thereto (filed as Exhibit 4.5 to the 1998
10-K).*
4.8 Form of Warrant to Purchase Common Stock, dated as of January
7, 1999 (filed as Exhibit 4.6 to the 1998 10-K).*
4.9 Warrant to Purchase Common Stock, dated as of September 23,
1999, issued to James J. Apostolakis (filed as Exhibit 4.7 to
Columbia's Annual Report on Form 10-K for the year ended
December 31, 1999 (the "1999-10-K)).*
4.10 Warrant Agreement, dated as of October 25, 1999, between
Columbia and Ryan, Beck & Co., Inc. (filed as Exhibit 4.10 to
Columbia's Registration Statement on Form S-3 (File No.
333-37976).*
4.11 Warrant Certificate, dated as of October 25, 1999, issued to
Ryan Beck & Co., Inc. (filed as Exhibit 4.11 to Columbia's
Registration Statement on Form S-3 (File No. 333-37976).*
4.12 Warrant Certificate, dated as of October 25, 1999, issued to
Randy F. Rock (filed as Exhibit 4.12 to Columbia's Registration
Statement on Form S-3 (File No. 333-37976).*
4.13 Warrant Certificate, dated as of October 25, 1999, issued to
Michael J. Kollender (filed as Exhibit 4.13 to Columbia's
Registration Statement on Form S-3 (File No. 333-37976).*
II-2
<PAGE>
4.14 Warrant Certificate, dated as of October 25, 1999, issued to
Sharon diStefano (filed as Exhibit 4.14 to Columbia's
Registration Statement on Form S-3 (File No. 333-37976).*
4.15 Warrant Agreement, dated as of May 6, 2000, between Columbia
and Ryan, Beck & Co., Inc. (filed as Exhibit 4.15 to Columbia's
Registration Statement on Form S-3 (File No. 333-37976).*
4.16 Warrant Certificate, dated as of May 6, 2000, issued to Ryan
Beck & Co., Inc. (filed as Exhibit 4.16 to Columbia's
Registration Statement on Form S-3 (File No. 333-37976).*
4.17 Warrant Certificate, dated as of May 6, 2000, issued to Randy
F. Rock (filed as Exhibit 4.17 to Columbia's Registration
Statement on Form S-3 (File No. 333-37976).*
4.18 Warrant Certificate, dated as of May 6, 2000, issued to Michael
J. Kollender (filed as Exhibit 4.18 to Columbia's Registration
Statement on Form S-3 (File No. 333-37976).*
4.19 Warrant Certificate, dated as of May 6, 2000, issued to Sharon
diStefano (filed as Exhibit 4.19 to Columbia's Registration
Statement on Form S-3 (File No. 333-37976).*
4.20 Convertible Note Purchase Agreement, 7 1/8% Convertible
Subordinated Note due March 15, 2005 and Registration Rights
Agreement, each dated as of March 16, 1998, between the Company
and SBC Warburg Dillon Read Inc. (filed as Exhibit 10.12 to
Columbia's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998).*
5 Opinion of Weil, Gotshal & Manges LLP.***
10 Settlement Agreement and Release, dated as of March 16, 2000,
between Columbia Laboratories (Bermuda) Ltd. and Lake Consumer
Products, Inc. (filed as Exhibit 10.21 to the 1999 10-K).*
23.1 Consent of Weil, Gotshal & Manges LLP (included in Exhibit
5).***
23.2 Consent of Arthur Andersen LLP.**
23.3 Consent of Goldstein Golub Kessler LLP.**
24 Power of Attorney (included on the signature page of this
Registration Statement)**
--------------
* Incorporated by reference.
** Filed herewith.
*** To be filed by amendment.
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(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
II-3
<PAGE>
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high and 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.
(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 paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to
Section 13 or 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) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or 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, as amended, may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act of 1933, as
amended, and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act of 1933,
as amended, and will be governed by the final adjudication of such
issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Aventura, Florida, on this 31st day of May, 2000.
COLUMBIA LABORATORIES, INC.
By: /s/ David L. Weinberg
------------------------
David L. Weinberg
Chief Financial Officer
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints David L. Weinberg his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including, without limitation,
post-effective amendments) to this Registration Statement, and to file 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, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
<TABLE>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ William J. Bologna Chairman of the Board of Directors and May 31, 2000
-------------------------------------------- Chief Executive Officer
William J. Bologna (Principal Executive Officer)
/s/ James J. Apostolakis Vice Chairman of the Board of May 31,2000
-------------------------------------------- Directors and President
James J. Apostolakis
/s/ David L. Weinberg Vice President-Finance and May 31,2000
-------------------------------------------- Administration, Chief Financial
David L. Weinberg Officer, Treasurer and Secretary
(Principal Financial and Accounting
Officer)
/s/ Dominique de Ziegler Vice President-Pharmaceutical May 31,2000
-------------------------------------------- Development and Director
Dominique de Ziegler
/s/ Jean Carvais Director May 31,2000
--------------------------------------------
Jean Carvais
/s/ Norman M. Meier Director May 31,2000
--------------------------------------------
Norman M. Meier
II-5
<PAGE>
/s/ Denis M. O'Donnell Director May 31,2000
--------------------------------------------
Denis M. O'Donnell
/s/ Selwyn P. Oskowitz Director May 31,2000
--------------------------------------------
Selwyn P. Oskowitz
/s/ Robert C. Strauss Director May 31,2000
--------------------------------------------
Robert C. Strauss
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
3.1 Restated Certificate of Incorporation, as amended (filed as
Exhibit 3.1 to Columbia's Registration Statement on Form S-18
(File No. 33-22062).*
3.2 Certificate of Amendment of Restated Certificate of
Incorporation, as filed with the Delaware Secretary of State
on May 31, 2000.**
3.3 Amended and Restated By-Laws (filed as Exhibit 3.2 to
Columbia's Annual Report on Form 10-K for the year ended
December 31, 1998 (the "1998-10-K")).*
4.1 Certificate of Designations, Preferences and Rights of Series
A Convertible Preferred Stock of Columbia, dated as of August
8, 1989 (filed as Exhibit (i) to Columbia's Current Report on
Form 8-K dated August 14, 1989).*
4.2 Certificate of Designations, Preferences and Rights of Series
B Convertible Preferred Stock of Columbia, dated as of August
12, 1991 (filed as Exhibit 4.4 to Columbia's Current Report
on Form 8-K dated August 22, 1991).*
4.3 Certificate of Designations, Preferences and Rights of Series
C Convertible Preferred Stock of Columbia, dated as of
January 7, 1999 (filed as Exhibit 4.1 to the 1998-10-K).*
4.4 Securities Purchase Agreement, dated as of January 7, 1999,
between Columbia and each of the purchasers named on the
signature pages thereto (filed as Exhibit 4.2 to the 1998
10-K).*
4.5 Securities Purchase Agreement, dated as of January 19, 1999,
among Columbia, David M. Knott and Knott Partners, L.P.
(filed as Exhibit 4.3 to the 1998 10-K).*
4.6 Securities Purchase Agreement, dated as of February 1, 1999,
between Columbia and Windsor Partners, L.P. (filed as Exhibit
4.4 to the 1998 10-K).*
4.7 Registration Rights Agreement, dated as of January 7, 1999,
between Columbia and each of the purchasers named on the
signature pages thereto (filed as Exhibit 4.5 to the 1998
10-K).*
4.8 Form of Warrant to Purchase Common Stock, dated as of January
7, 1999 (filed as Exhibit 4.6 to the 1998 10-K).*
4.9 Warrant to Purchase Common Stock, dated as of September 23,
1999, issued to James J. Apostolakis (filed as Exhibit 4.7 to
Columbia's Annual Report on Form 10-K for the year ended
December 31, 1999 (the "1999-10-K)).*
4.10 Warrant Agreement, dated as of October 25, 1999, between
Columbia and Ryan, Beck & Co., Inc. (filed as Exhibit 4.10 to
Columbia's Registration Statement on Form S-3 (File No.
333-37976).*
4.11 Warrant Certificate, dated as of October 25, 1999, issued to
Ryan Beck & Co., Inc. (filed as Exhibit 4.11 to Columbia's
Registration Statement on Form S-3 (File No. 333-37976).*
4.12 Warrant Certificate, dated as of October 25, 1999, issued to
Randy F. Rock (filed as Exhibit 4.12 to Columbia's
Registration Statement on Form S-3 (File No. 333-37976).*
4.13 Warrant Certificate, dated as of October 25, 1999, issued to
Michael J. Kollender (filed as Exhibit 4.13 to Columbia's
Registration Statement on Form S-3 (File No. 333-37976).*
II-7
<PAGE>
4.14 Warrant Certificate, dated as of October 25, 1999, issued to
Sharon diStefano (filed as Exhibit 4.14 to Columbia's
Registration Statement on Form S-3 (File No. 333-37976).*
4.15 Warrant Agreement, dated as of May 6, 2000, between Columbia
and Ryan, Beck & Co., Inc. (filed as Exhibit 4.15 to
Columbia's Registration Statement on Form S-3 (File No.
333-37976).*
4.16 Warrant Certificate, dated as of May 6, 2000, issued to Ryan
Beck & Co., Inc. (filed as Exhibit 4.16 to Columbia's
Registration Statement on Form S-3 (File No. 333-37976).*
4.17 Warrant Certificate, dated as of May 6, 2000, issued to Randy
F. Rock (filed as Exhibit 4.17 to Columbia's Registration
Statement on Form S-3 (File No. 333-37976).*
4.18 Warrant Certificate, dated as of May 6, 2000, issued to
Michael J. Kollender (filed as Exhibit 4.18 to Columbia's
Registration Statement on Form S-3 (File No. 333-37976).*
4.19 Warrant Certificate, dated as of May 6, 2000, issued to
Sharon diStefano (filed as Exhibit 4.19 to Columbia's
Registration Statement on Form S-3 (File No. 333-37976).*
4.20 Convertible Note Purchase Agreement, 7 1/8% Convertible
Subordinated Note due March 15, 2005 and Registration Rights
Agreement, each dated as of March 16, 1998, between the
Company and SBC Warburg Dillon Read Inc. (filed as Exhibit
10.12 to Columbia's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998).*
5 Opinion of Weil, Gotshal & Manges LLP.***
10 Settlement Agreement and Release, dated as of March 16, 2000,
between Columbia Laboratories (Bermuda) Ltd. and Lake
Consumer Products, Inc. (filed as Exhibit 10.21 to the 1999
10-K).**
23.1 Consent of Weil, Gotshal & Manges LLP (included in Exhibit
5).***
23.2 Consent of Arthur Andersen LLP.**
23.3 Consent of Goldstein Golub Kessler LLP.**
24 Power of Attorney (included on the signature page of this
Registration Statement)**
--------------
* Incorporated by reference.
** Filed herewith.
*** To be filed by amendment.
II-8
