<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 16, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ARONEX PHARMACEUTICALS, INC.
(Exact name of Registrant as specified in its charter)
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<TABLE>
<S> <C>
DELAWARE 76-0196535
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
</TABLE>
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8707 TECHNOLOGY FOREST PLACE
THE WOODLANDS, TEXAS 77381-1191
(281) 367-1666
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
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GEOFFREY F. COX
CHIEF EXECUTIVE OFFICER
ARONEX PHARMACEUTICALS, INC.
8707 TECHNOLOGY FOREST PLACE
THE WOODLANDS, TEXAS 77381-1191
(281) 367-1666
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPIES TO:
Andrews & Kurth L.L.P.
2170 Buckthorne Place, Suite 150
The Woodlands, Texas 77380
(713) 220-4801
Attention: Jeffrey R. Harder
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Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
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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. [X] 333-28945
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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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
OF SECURITIES TO BE REGISTERED REGISTERED SHARE (1) PRICE(2) REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.001 per share 1,500,000 shares $ 2.4375 $ 3,656,250 $ 1,017
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) of the Securities Act of 1933, based on the
average of the high and low sale prices of the Common Stock on the Nasdaq
National Market on February 9, 1999.
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<PAGE> 2
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-1 (Registration No. 333-67599) filed by Aronex
Pharmaceuticals, Inc. (the "Company") with the Securities and Exchange
Commission on November 20, 1998, as amended by the Amendment No. 1 thereto filed
on January 26, 1999, Amendment No. 2 thereto filed on February 11, 1999, and
Amendment No. 3 thereto filed on February 12, 1999, which was declared effective
February 16, 1999, are incorporated herein by reference.
<PAGE> 3
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
THE REQUIREMENTS FOR FILING ON FORM S-1 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED IN THE CITY OF THE WOODLANDS, STATE OF TEXAS, ON FEBRUARY 16, 1999.
ARONEX PHARMACEUTICALS, INC.
By: /s/ Geoffrey F. Cox
---------------------------------
Geoffrey F. Cox
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Geoffrey F. Cox Chairman of the Board and February 16, 1999
- ---------------------------------------- Chief Executive Officer
Geoffrey F. Cox (Principal executive officer)
/s/ Terance A. Murnane Controller (Principal financial and February 16, 1999
- ---------------------------------------- accounting officer)
Terance A. Murnane
/s/ Gabriel Lopez-Berestein, M.D. Director February 16, 1999
- ----------------------------------------
Gabriel Lopez-Berestein, M.D.
/s/ Ronald J. Brenner, Ph.D. Director February 16, 1999
- ----------------------------------------
Ronald J. Brenner, Ph.D.
/s/ James R. Butler Director February 16, 1999
- ----------------------------------------
James R. Butler
/s/ Phyllis I. Gardner, M.D. Director February 16, 1999
- ----------------------------------------
Phyllis I. Gardner, M.D.
/s/ Martin P. Sutter Director February 16, 1999
- ----------------------------------------
Martin P. Sutter
Director
- ----------------------------------------
Gregory F. Zaic
</TABLE>
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
*1.1 Placement Agency Agreement.
5.1 Opinion of Andrews & Kurth L.L.P., as to the validity
of the Common Stock.
23.1 Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
24.1 Power of Attorney
</TABLE>
* Incorporated by reference to the Company's Registration Statement on Form
S-1, as amended, Registration No. 333-67599.
<PAGE> 1
EXHIBIT 5.1
ANDREWS & KURTH L.L.P.
2170 Buckthorne Place, Suite 150
The Woodlands, Texas 77380
February 11, 1999
Board of Directors
Aronex Pharmaceuticals, Inc.
8707 Technology Forest Place
The Woodlands, Texas 77381-1191
Gentlemen:
We have acted as counsel to Aronex Pharmaceuticals, Inc. (the
"Company"), in connection with the Company's Registration Statement on Form S-1
(the "Registration Statement") relating to the registration under the Securities
Act of 1933, as amended, of the offering and sale of up to 1,500,000 shares (the
"Shares") of the Company's Common Stock, par value $0.001 per share ( "Common
Stock"), which Shares represent additional shares registered pursuant to Rule
462(b) under the Securities Act of 1933, as amended, in connection with an
underwritten public offering registered pursuant to the Company's Registration
Statement on Form S-1, as amended (No. 333-67599), declared effective on
February 16, 1999. The Shares will be offered by Paramount Capital, Inc., which
has been retained by the Company as its placement agent.
As the basis for the opinion hereinafter expressed, we have examined
such statutes, regulations, corporate records and documents, certificates of
corporate and public officials, and other instruments as we have deemed
necessary or advisable for the purposes of this opinion. In such examination we
have assumed the authenticity of all documents submitted to us as originals and
the conformity with the original documents of all documents submitted to us as
copies.
Based on the foregoing and on such legal considerations as we deem
relevant for purposes of this opinion, we are of the opinion that the Shares
have been duly and validly authorized by all necessary corporate action by the
Company and, assuming the due execution and delivery of the certificates for the
Shares against payment therefor, the Shares will be validly issued, fully-paid
and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the incorporation by reference into this
Registration Statement of the reference to our firm contained in the
Registration Statement on Form S-1 of Aronex Pharmaceuticals, Inc. (No.
333-67599) under the caption "Legal Matters."
Very truly yours,
/s/ ANDREWS & KURTH L.L.P.
Andrews & Kurth L.L.P.
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 17, 1998
included in Aronex Pharmaceuticals, Inc.'s Registration Statement on Form S-1
(File No. 333-67599) and to all references to our Firm included in or made part
of this registration statement.
ARTHUR ANDERSEN LLP
/s/ ARTHUR ANDERSEN LLP
Houston, Texas
February 16, 1999
