As filed with the Securities and Exchange Commission on June 27, 2000
Registration No. 333-38230
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
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: [ ]
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.
NY2:\925196\01\JTVW01!.DOC\37965.0012
<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 27th day of June, 2000.
COLUMBIA LABORATORIES, INC.
By: /s/ David L. Weinberg
---------------------------------
David L. Weinberg
Chief Financial Officer
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>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chairman of the Board of Directors and Chief June 27, 2000
--------------------------------------------------- Executive Officer
William J. Bologna (Principal Executive Officer)
* Vice Chairman of the Board of Directors and June 27, 2000
--------------------------------------------------- President
James J. Apostolakis
* Vice President-Finance and Administration, June 27, 2000
--------------------------------------------------- Chief Financial Officer, Treasurer and
David L. Weinberg Secretary (Principal Financial and Accounting
Officer)
* Vice President-Pharmaceutical Development and June 27, 2000
--------------------------------------------------- Director
Dominique de Ziegler
* Director June 27, 2000
---------------------------------------------------
Jean Carvais
* Director June 27, 2000
---------------------------------------------------
Norman M. Meier
* Director June 27, 2000
---------------------------------------------------
Denis M. O'Donnell
* Director June 27, 2000
---------------------------------------------------
Selwyn P. Oskowitz
* Director June 27, 2000
---------------------------------------------------
Robert C. Strauss
</TABLE>
*By: /s/ David L. Weinberg
----------------------------------
David L. Weinberg
Attorney-in-Fact
<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).*
<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.
*** Previously filed.
