As filed with the Securities and Exchange Commission on November 5, 1999
Registration No. 333-______
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
___________________
ADVANCED TISSUE SCIENCES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 14-1701513
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
10933 NORTH TORREY PINES ROAD, LA JOLLA, CALIFORNIA 92037 (858) 713-7300
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Arthur J. Benvenuto
Chairman of the Board and Chief Executive Officer
ADVANCED TISSUE SCIENCES, INC.
10933 North Torrey Pines Road
La Jolla, California 92037
(858) 713-7300
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
with copies to:
FAYE H. RUSSELL, ESQ.
MARIA SENDRA, ESQ.
BROBECK, PHLEGER & HARRISON LLP
550 West "C" Street, Suite 1300
San Diego, California 92101
(619) 234-1966
_____________________________
Approximate date of commencement of proposed sale to the public:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
_____________________________
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, 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 the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering: /X/ 333-82683
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: / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF EACH AMOUNT MAXIMUM MAXIMUM AMOUNT OF
CLASS OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER UNIT(1) OFFERING PRICE(1) FEE
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Warrants included in
the Units 2,350,000 -- -- -- (2)
- ------------------------------------------------------------------------------------------
Common Stock issuable
upon exercise of the
Warrants included in
the Units 350,000 $ 4.00 $ 1,400,000 $ 390 (3)
- ------------------------------------------------------------------------------------------
Total registration fee $ 390
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</TABLE>
(1) Estimated pursuant to Rule 457(a) soley for the purpose of computing the
amount of the registration fee.
(2) Registration fee for Units previously paid in connection with registration
No. 333-82683. The amount of Units previously registered is not being
adjusted.
(3) Pursuant to Rule 457(g)(1).
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This registration statement filed under the Securities Act of 1933, as
amended, by Advanced Tissue Sciences, Inc. with the Securities and Exchange
Commission incorporates by reference the contents of our Registration Statement
on Form S-3 (File No. 333-82683) relating to the offering of an aggregate amount
of up to $15,000,000 of Units by us.
CERTIFICATION
We hereby certify to the Commission that we have instructed our bank to pay
the Commission the filing fee of $390 for the additional securities being
registered under this registration statement as soon as practicable (but in any
event no later than the close of business on November 5, 1999); that we will not
revoke such instructions; that we have sufficient funds in the relevant account
to cover the amount of the filing fee; and that we undertake to confirm receipt
of such instructions by the bank on November 5, 1999.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Advanced Tissue
Sciences, Inc. has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of San Diego,
County of San Diego, State of California, on the 5th day of November, 1999.
ADVANCED TISSUE SCIENCES, INC.
By: /s/ Arthur J. Benvenuto
------------------------------------
Arthur J. Benvenuto, Chairman of the
Board and Chief Executive Officer
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.
Signature Title Date
- -------------------------- ---------------------------- -----------
/s/ Arthur J. Benvenuto Chairman of the Board and November 5,
- ------------------------- Chief Executive Officer 1999
Arthur J. Benvenuto (Principal Executive Officer)
/s Dr. Gail K. Naughton Director, President and November 5,
- ------------------------- Chief Operating Officer 1999
Dr. Gail K. Naughton
/s/ Michael V. Swanson Senior Vice President and November 5,
- ------------------------- Chief Financial Officer 1999
Michael V. Swanson (Principal Financial and
Accounting Officer)
* Director November 5,
- ------------------------- 1999
Jerome E. Groupman, M.D.
* Director November 5,
- -------------------------- 1999
Jack L. Heckel
* Director November 5,
- -------------------------- 1999
Ronald L. Nelson
* Director November 5,
- -------------------------- 1999
Dayton Ogden
* Director November 5,
- -------------------------- 1999
David S. Tappan, Jr.
* Director November 5,
- -------------------------- 1999
Dr. Gail R. Wilensky
*By: /s/ Arthur J. Benvenuto
------------------------
Arthur J. Benvenuto
Attorney-In-Fact
3
<PAGE>
EXHIBIT INDEX
Exhibit
No.
- ---------
5.1 Opinion of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Ernst & Young, LLP, Independent Auditors.
23.2 Consent of Brobeck, Phleger & Harrison LLP. Included in the
Opinion of Brobeck, Phleger & Harrison LLP filed as Exhibit
5.1.
24.1* Power of Attorney. Included on page II-5 of registration
statement No. 333-82683.
- --------------
* Previously filed.
4
EXHIBIT 5.1
November 4, 1999
Advanced Tissue Sciences, Inc.
10933 North Torrey Pines Road
La Jolla, CA 92037
Re: Advanced Tissue Sciences, Inc. Registration Statement No. 333-82683
-------------------------------------------------------------------
on Form S-3 for 3,750,000 Units
-------------------------------
Ladies and Gentlemen:
We have acted as counsel to Advanced Tissue Sciences, Inc., a Delaware
corporation (the "Company"), in connection with the proposed issuance and sale
by the Company of up to 3,750,000 Units, consisting in the aggregate of up to
3,750,000 shares of the Company's Common Stock (the "Shares") and warrants (the
"Warrants") to purchase up to 1,750,000 shares (the "Warrant Shares") of the
Company's Common Stock (the Units, Shares, Warrants and Warrant Shares are
collectively referred to herein as the "Securities") pursuant to the Company's
Registration Statement No. 333-82683 on Form S-3 (the "Registration Statement")
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Act").
This opinion is being furnished in accordance with the requirements of
Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the issuance and sale of
Securities.
Based on such review, we are of the opinion that the Securities have been
duly authorized, and if, as and when issued in accordance with the Registration
Statement and the related prospectus (as amended and supplemented through the
date of issuance) will be legally issued, fully paid and nonassessable.
We consent to the filing of this opinion letter as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus which is part of the Registration Statement.
In giving this consent, we do not thereby admit that we are within the category
of persons whose consent is required under Section 7 of the Act, the rules and
regulations of the Securities and Exchange Commission promulgated thereunder, or
Item 509 of the Regulation S-K.
This opinion letter is rendered as of the date first written above and we
disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company or the
Securities.
Very truly yours,
/s/ BROBECK, PHLEGER & HARRISON LLP
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Advanced Tissue
Sciences, Inc. for the registration of 3,750,000 units and to the incorporation
by reference therein of our report dated January 29, 1999, and with respect to
the consolidated financial statements of Advanced Tissue Sciences, Inc., and our
report dated January 18, 1999, with respect to the combined financial statements
of the Dermagraft Joint Venture included in the Annual Report (Form 10-K/A) of
Advanced Tissue Sciences, Inc. for the year ended December 31, 1998, filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
San Diego, California
November 3, 1999
EXHIBIT 23.2
CONSENT OF BROBECK, PHLEGER & HARRISON LLP
(Included in Exhibit 5.1)
