SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1 to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MEDIMMUNE, INC.
(Exact name of registrant as specified in its charter)
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Delaware 2836 52-1555759
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification
incorporation or Classification Code No.) No.)
organization)
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35 West Watkins Mill Rd.
Gaithersburg, Maryland 20878
(301) 417-0770
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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Wayne T. Hockmeyer, Ph.D. Copy to:
Chief Executive Officer Frederick W. Kanner, Esq.
MedImmune, Inc. Dewey Ballantine LLP
35 West Watkins Mill Rd. 1301 Avenue of the Americas
Gaithersburg, Maryland 20878 New York, New York 10019
(301) 417-0770 (212) 259-8000
(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 this Registration Statement becomes effective.
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: /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./ /
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 this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
PROSPECTUS
1,700,000 SHARES
MEDIMMUNE, INC.
COMMON STOCK
________________________
This Prospectus relates to 1,700,000 shares (the "Shares") of Common
Stock, par value $.01 per share (the "Common Stock"), of MedImmune, Inc.
("MedImmune" or the "Company"). The Shares were acquired by the Selling
Stockholders named herein (the "Selling Stockholders") pursuant to an exemption
from the registration requirements of the Securities Act of 1933, as amended
(the "Securities Act"), provided by Section 4(2) thereof. The Shares are being
registered by the Company pursuant to the terms of subscription agreements,
dated as of January 12, 1998, between the Company and each of the Selling
Stockholders (the "Subscription Agreements"). See "Selling Stockholders."
The Shares may be offered by the Selling Stockholders from time to time
in transactions on the Nasdaq National Market System, in privately negotiated
transactions, through the writing of options on the Shares or a combination of
such methods of sale, at fixed prices that may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Selling Stockholders may effect such
transactions by selling the Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions
or commissions from the Selling Stockholders or the purchasers of the Shares
for whom such broker-dealers may act as agent or to whom they sell as principal
or both (which compensation to a particular broker-dealer might be in excess of
customary commissions). See "Selling Stockholders" and "Plan of Distribution."
This Prospectus may be used by the Selling Stockholders or by any broker-
dealer who may participate in sales of the Shares. The Selling Stockholders
will pay all commissions, transfer taxes and other expenses associated with the
sale of the Shares by them.
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Stockholders. The Company has agreed to bear certain
expenses (other than the fees and expenses, if any, of counsel or other
advisors to the Selling Stockholders) in connection with the registration and
sale of the Shares being offered by the Selling Stockholders. The Company and
the Selling Stockholders have agreed to indemnify each other against certain
liabilities, including certain liabilities under the Securities Act of 1933, as
amended.
The Common Stock of the Company is traded on the Nasdaq National Market
System under the symbol "MEDI." On January 16, 1998, the last sale price for
the Common Stock as reported by Nasdaq was $41.375.
_____________
An investment in the Shares involves a high degree of risk. See "Risk
Factors" beginning on page 3 for a description of certain factors that should
be considered by prospective investors.
_____________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this Prospectus is January 20, 1998
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AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 under the Securities Act
with respect to the Shares offered hereby. This Prospectus does not contain
all the information set forth in the Registration Statement and the exhibits
and schedules thereto. For further information with respect to the Company and
the Shares offered hereby, reference is made to the Registration Statement and
to the exhibits and schedules filed therewith. Statements contained in this
Prospectus as to the contents of any contract or other document are not
necessarily complete, and in each instance reference is made to the copy of
such contract or other document filed as an exhibit to the Registration
Statement, each such statement being qualified in all respects by such
reference. The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Commission. Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Judiciary Plaza, Room 1024, Washington,
D.C. 20549 and at the following regional offices of the Commission: Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511; and
Seven World Trade Center, 13th Floor, New York, New York 10048. Copies of such
material can be obtained at prescribed rates from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C.
20549. Reports, proxy statements and other information filed electronically by
the Company with the Commission are available at the Commission's worldwide web
site at http://www.sec.gov. The Common Stock is traded on the Nasdaq National
Market under the symbol "MEDI," and reports, proxy statements and other
information concerning the Company also may be inspected at the offices of the
National Association of Securities Dealers, Inc., 1735 K Street, N.W.,
Washington, D.C. 20006.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December 31,
1996, Quarterly Report on Form 10-Q for the quarters ended March 31, 1997, June
30, 1997 and September 30, 1997, Proxy Statement and Notice to Shareholders of
Annual Meeting to be held on May 16, 1997, Current Reports on Form 8-K dated
January 14, 1997, February 4, 1997, February 13, 1997, March 12, 1997, March
24, 1997, April 11, 1997, April 18, 1997 (two reports), April 29, 1997, May 9,
1997, May 14, 1997, May 21, 1997, June 24, 1997, July 9, 1997, July 15, 1997,
July 18, 1997, July 25, 1997, August 6, 1997, August 7, 1997, August 22, 1997,
October 24, 1997, November 5, 1997, November 26, 1997, December 3, 1997 (two
reports), December 15, 1997, December 22, 1997, December 29, 1997, January 5,
1998 and January 14, 1998 and the description of the Common Stock contained in
its Registration Statement on Form 8-A dated April 4, 1991, each filed by the
Company with the Commission pursuant to the Exchange Act, are hereby
incorporated in this Prospectus by reference and made a part hereof.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of this offering shall be deemed to be incorporated by
reference into this Prospectus and to be a part hereof from the respective
dates of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for all purposes to the extent that a statement
contained in this Prospectus or another subsequently filed document that is
also incorporated by reference herein modifies or supersedes such statement.
Any such statements so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of any such person, a
copy of any or all of the documents incorporated by reference in the
Registration Statement of which this Prospectus forms a part other than
exhibits to such documents unless such exhibits are specifically incorporated
by reference into such documents. Requests should be directed to Investor
Relations, MedImmune, Inc. 35 West Watkins Mill Road, Gaithersburg, Maryland
20878; telephone (301) 417-0770.
(2)
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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act and Section 21E of the Exchange Act. All
statements other than statements of historical facts included in this
Prospectus regarding the Company and its expectations, plans and strategies or
the transactions described herein, and the timing, financing, strategies and
effects of such transactions, are forward-looking statements. Such forward-
looking statements are based on various assumptions and expectations currently
believed by management to be reasonable. The Company can give no assurance,
however, that such assumptions and expectations will prove to be correct.
Important factors that could cause actual results to differ materially from
expectations are disclosed in this Prospectus, including, without limitation,
under the caption "Risk Factors."
THE COMPANY
MedImmune, Inc. is a biotechnology company focused on developing and
marketing products for infectious diseases and transplantation medicine. The
Company was incorporated in Delaware in June 1987 under the name Molecular
Vaccines, Inc., commenced operations in April 1988 and in October 1990 changed
its name to MedImmune, Inc. The mailing address of the Company's principal
executive offices is 35 West Watkins Mill Road, Gaithersburg, Maryland 20878,
and its telephone number at that address is (301) 417-0770.
"RespiGam" and "CytoGam" are registered trademarks of the Company.
"Synagis" is a trademark of the Company for which MedImmune has applied for
trademark registration.
RISK FACTORS
An investment in the Shares involves a high degree of risk. In addition
to the other information contained in this Prospectus, prospective investors in
the Shares should carefully consider the following risk factors.
RISKS RELATED TO SYNAGIS
In December 1997, the Company submitted a Biologic License Application to
the U.S Food and Drug Administration (the "FDA") requesting marketing clearance
of Synagis. Synagis (Palivizumab), formerly known as MEDI-493, is the
Company's humanized monoclonal antibody for prevention of respiratory syncytial
virus ("RSV") disease in high-risk infants. Marketing clearance for Synagis
has not yet been obtained. The Company will not be able to market Synagis
unless and until necessary governmental approvals have been obtained, including
receipt of marketing clearance by the FDA in the United States.
The Company has made a substantial investment in the development of
Synagis. In addition, the Company expects in the near term to incur substantial
manufacturing and marketing costs in anticipation of possible regulatory
approval of Synagis. There can be no assurance, however, that such approval
will be obtained. Furthermore, even if such approval were obtained, there can
be no assurance that Synagis will achieve sufficient market acceptance to
enable the Company to recover its investment or for Synagis to become
profitable. Failure to obtain necessary regulatory approvals or for Synagis to
become commercially successful would have a material adverse effect on the
Company.
Synagis is used to prevent RSV disease, the same disease that is the
target for RespiGam, one of the two products currently being marketed by the
Company. The Company believes that, if Synagis is licensed for marketing, it
will substantially replace sales of RespiGam. If Synagis were approved at a
time when the Company had a substantial inventory of RespiGam, a significant
write-down of that inventory could result.
If Synagis is approved for marketing by regulatory authorities, the
Company intends to have Synagis produced by a third party pursuant to a
contract manufacturing agreement until such time as the Company is able to meet
market demand with its own production capacity. The method being employed by
the Company to manufacture Synagis utilizes a gene expression system licensed
to the Company by LONZA Biologics plc ("Lonza"). Lonza has recently contacted
the Company and asserted that the Company's license of the gene expression
system does not permit the Company to use the system when the product is being
made for the Company by a third party. The Company does not agree with Lonza's
assertion and is attempting to resolve this matter with Lonza in a mutually
satisfactory way, but there can be no assurance that it will be able to do so.
Failure to achieve an acceptable resolution could have a material adverse
effect on the Company.
(3)
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Synagis has never been produced in commercial quantities. Technology
transfer to the Company's contract manufacturer and scale-up for commercial
production involve risks and uncertainties that can add significant additional
costs or delay product commercialization.
HISTORY OF OPERATING LOSSES
The Company has incurred operating losses each year since its inception
and had an accumulated deficit of $139.6 million at September 30, 1997. There
can be no assurance that the Company will achieve profitability even if Synagis
or one or more of the Company's other products under development is cleared for
marketing by the FDA.
RISK OF MANAGING GROWTH
The Company has substantially increased the size of its work force in
recent years in connection with the marketing of RespiGam, the development of
Synagis and preparation for the commencement of manufacturing in its new
facility in Frederick, Maryland. This rapid growth and increased scope of
operations present new risks which could result in unanticipated and
substantial costs and time delays which could materially and adversely affect
the Company.
RISKS RELATED TO NEW MANUFACTURING FACILITY
The Company is in the process of completing construction of a new
manufacturing facility in Frederick, Maryland. At September 30, 1997, the
Company's investment in that facility totaled $45.3 million. Additional work
remains to be completed on that facility, and governmental approvals will be
required before sales of product manufactured in that facility can commence.
The Company anticipates that the process of obtaining such approval will take
substantial time and, accordingly, does not anticipate being able to commence
sales of product manufactured in that facility for at least 18 months. There
can be no assurance that such approvals will be obtained. Failure to obtain
such approvals or a substantial delay in connection therewith would have a
material adverse effect on the Company.
The Company has no experience in commercial manufacturing. Accordingly,
even if the necessary approvals were obtained, the Company would encounter new
risks associated with commercial manufacturing, including potential scale-up
issues, cost overruns, product defects and environmental problems.
Furthermore, there can be no assurance that the Company will be able to
manufacture products at a cost that is competitive with third party
manufacturing operations.
RISKS RELATED TO MASSACHUSETTS CONTRACTS
In 1989 and 1990, the Company entered into a series of contracts with the
Massachusetts Public Health Biologic Laboratory, then a division of the
Massachusetts Department of Public Health (the "State Lab"), and the
Massachusetts Health Research Institute, Inc. ("MHRI") pursuant to which the
Company agreed to license certain technology from the Commonwealth of
Massachusetts and to collaborate on the development of the technology. The
technology relates to polyclonal antibodies being used in the production of the
two products currently being marketed by the Company, RespiGam and CytoGam.
At the end of 1996, the Inspector General of the Commonwealth of
Massachusetts publicly issued a report alleging, among other things, that
certain present and former employees of the State Lab or MHRI were personally
receiving from MHRI, in violation of state law, a portion of the royalties the
Company was paying to MHRI on sales of RespiGam. The report also alleged that
the terms of the agreements were unfair to the Commonwealth and, accordingly,
the Commonwealth now has the right to rescind the agreements notwithstanding
the fact that the parties had operated under those agreements for over seven
years. The Inspector General has no enforcement powers.
(4)
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The Company regards the allegations of the Inspector General, as they
relate to the Company, to be without merit. The Company has denied those
allegations and in early 1997 provided the Commonwealth with a detailed
rebuttal of the claims of the Inspector General pertaining to the Company.
The Company has been engaged with representatives of the Commonwealth in
negotiations to settle the matter on a mutually satisfactory basis. While the
Company believes that substantial progress has been made toward resolving this
matter in a manner generally acceptable to the Company (with no loss of the
Company's rights to technology and no interruption of operations under the
agreements, but with increased royalties), there can be no assurance that a
final resolution will, in fact, be achieved. If no settlement is reached, the
Company may be forced to litigate with the Commonwealth, and there can be no
assurance that the outcome of such a litigation would be favorable to the
Company. An unfavorable outcome could have a material adverse effect on the
Company.
RELIANCE ON THIRD PARTY MANUFACTURING; DEPENDENCE ON SUPPLIERS
The Company has relied on contract manufacturing by third parties for the
production of CytoGam and RespiGam. The Company's manufacturing arrangements
with the Commonwealth of Massachusetts are renegotiated annually, and there can
be no assurance that any modifications to such arrangements will be on terms
favorable to the Company. If representatives of the Commonwealth of
Massachusetts, which hold the sole product and establishment licenses from the
FDA for the manufacture of CytoGam and RespiGam, or suppliers of raw material
for the manufacture of CytoGam or RespiGam, are unable to satisfy the Company's
requirements for CytoGam or RespiGam on a timely basis, or if the Commonwealth
is prevented for any reason from manufacturing CytoGam or RespiGam, the Company
will likely be unable to secure alternative suppliers or manufacturers without
undue and materially adverse operational disruption. The Company has in the
past experienced product shortages for CytoGam and RespiGam, which have limited
product sales without producing a savings in sales and marketing costs.
The Company relies on a limited number of suppliers to provide
substantially all of the plasma used as a raw material for production of
CytoGam and RespiGam. Any significant interruption in the delivery of these
materials to the Company could adversely affect the Company's business.
The Company is also dependent on Boehringer Ingleheim GmbH ("Boehringer
Ingleheim") for production of commercial quantities of Synagis to supplement
the Company's own production capacity. Boehringer Ingleheim has not yet
produced full commercial quantities of Synagis, and any delay or failure to do
so could adversely impact the Company's ability to obtain approvals and meet
market demand for Synagis.
DEPENDENCE ON STRATEGIC ALLIANCES
The Company has entered into strategic alliances relating to the
development and marketing of certain of its products. Under these
arrangements, the Company is dependent upon its corporate partners to
accomplish many of the Company's goals. If those corporate partners fail to
devote sufficient effort and attention to achieving those goals, the Company
would be adversely affected.
PATENTS AND PROPRIETARY TECHNOLOGY
Products currently being developed or considered for development by the
Company are in the area of biotechnology, an area in which there are extensive
patent filings. The patent position of biotechnology firms generally is highly
uncertain and involves complex legal and factual questions. To date, no
consistent policy has emerged regarding the breadth of claims allowed in
biotechnology patents. Accordingly, there can be no assurance that patent
applications owned or licensed by the Company will result in patents being
issued or that, if issued, such patents will afford protection against
competitors with similar technology.
The Company believes that there are other patents issued to third parties
and/or patent applications filed by third parties which could have
applicability to each of the Company's products and product candidates and
could adversely affect the Company's freedom to make, have made, use or sell
such products or use certain processes for their manufacture. The Company is
unable to predict whether it will ultimately be necessary to seek a license
from such third parties or, if such a license were necessary, whether such a
license would be available on terms acceptable to the Company. The necessity
for such a license could have a material adverse effect on the Company's
business.
(5)
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There has been substantial litigation regarding patent and other
intellectual property rights in the biotechnology industry. Litigation may be
necessary to enforce certain intellectual property rights of the Company. Any
such litigation could result in substantial cost to and diversion of effort by
the Company.
TECHNOLOGY AND COMPETITION
Biotechnology and pharmaceuticals are evolving fields in which
developments are expected to continue at a rapid pace. The Company's success
depends upon development and maintaining a competitive position in the
development of products and technologies in its areas of focus. Competition
from other biotechnology and pharmaceutical companies is intense. Many of
these companies have substantially greater research and development
capabilities, experience and marketing, financial and managerial resources, and
represent significant competition for the Company. Acquisitions of competing
biotechnology companies by large pharmaceutical companies could enhance such
competitors' financial, marketing and other resources. There can be no
assurance that developments by others will not render the Company's products or
technologies noncompetitive or obsolete.
GOVERNMENT REGULATIONS
Substantially all of the Company's products require regulatory approval by
governmental agencies. In particular, human therapeutic and vaccine products
are subject to rigorous preclinical and clinical testing for safety and
efficacy and approval processes by the FDA, as well as regulatory authorities
in foreign countries. The process of obtaining such approvals is costly and
time-consuming. There can be no assurance that required approvals will be
obtained. Any failure to obtain, or delay in obtaining, such approvals could
adversely affect the ability of the Company or its collaborators to market
products successfully and to generate revenues from sales or royalties.
Any approved products are subject to continuing regulation, and non-
compliance with applicable requirements can result in fines, recall or seizure
of products, total or partial suspension of production, refusal of the
government to approve product license applications, restrictions on the
Company's ability to enter into supply contracts and criminal prosecution. The
FDA also has the authority to revoke product licenses and establishment
licenses previously granted. Further, the regulation of recombinant DNA
technologies and the regulation of manufacturing facilities by state, local and
other authorities is subject to change.
PRODUCT LIABILITY AND INSURANCE
The testing, marketing and sale of health care products entails an
inherent risk that product liability claims will be asserted against the
Company. A product liability claim or recall could have a material adverse
effect on the business or financial condition of the Company. Blood products,
such as the Company's, involve heightened risks, including the risk of
transmission of blood-borne diseases. Although the Company has obtained product
liability insurance in an amount it believes is adequate, there can be no
assurance that the Company will be able to maintain such insurance or that
liability will not exceed its insurance coverage.
DEPENDENCE ON KEY PERSONNEL
The Company's success depends upon the continued contributions of its
executive officers and scientific and technical personnel. Many key
responsibilities with the Company have been assigned to a relatively small
number of individuals. The competition for qualified personnel is intense, and
the loss of services of certain key personnel could adversely affect the
business of the Company. The Company does not maintain or intend to purchase
"key man" life insurance on any of its personnel.
POSSIBLE PRICE VOLATILITY OF COMMON STOCK
The market prices for securities of biotechnology companies have been
highly volatile. The announcement of technological innovations or new
commercial products by the Company or its competitors, the impact of health
care reform, developments relating to regulatory matters or to patents or
proprietary rights, publicity regarding actual or potential medical results
with respect to products under development by the Company or others as well as
period-to-period variances in financial results could cause the market price of
the Common Stock to fluctuate substantially. In addition, the stock market has
experienced extreme price and volume fluctuations that have particularly
affected the market price for many high technology companies and that have
often been unrelated to the operating performance of these companies. These
broad market fluctuations may adversely affect the market price of the Common
Stock.
(6)
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SELLING STOCKHOLDERS
The following table sets forth certain information regarding the
beneficial ownership of Common Stock of each Selling Stockholder and as
adjusted to give effect to the sale of the Shares offered hereby. The Shares
are being registered to permit public secondary trading of the Shares, and the
Selling Stockholders may offer the Shares for resale from time to time. See
"Plan of Distribution."
All of the Shares being offered by the Selling Stockholders were acquired
by them from the Company at a purchase price of $39.00 per share in private
placement transactions pursuant to an exemption from the registration
requirements of the Securities Act provided by Section 4(2) thereof. The
Shares are being registered by the Company pursuant to the Subscription
Agreements. In the Subscription Agreements, the Company has agreed, among
other things, to bear certain expenses (other than the fees and expenses, if
any, of counsel and other advisors to the Selling Stockholders) in connection
with the registration and sale of the Shares being offered by the Selling
Stockholders. See "Plan of Distribution."
Each Selling Stockholder represented in its respective Subscription
Agreement that it was acquiring the Shares for investment and with no present
intention of distributing any of such Shares. In recognition of the fact that
investors, even though purchasing Common Stock without a view to distribution,
may wish to be legally permitted to sell publicly their Shares when they deem
appropriate, the Company has filed with the Commission, under the Securities
Act, a Registration Statement on Form S-3, of which this Prospectus forms a
part, with respect to the resale of the Shares from time to time on the Nasdaq
National Market System or in privately-negotiated transactions and has agreed
to prepare and file such amendments and supplements to the Registration
Statement as may be necessary to keep the Registration Statement effective
until the Shares are no longer required to be registered for the public sale
thereof by the Selling Stockholders. See "Plan of Distribution."
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Beneficial Ownership
After Offering
Assuming Sale of
All Offered Shares (1)
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Number of Shares Number of
Beneficially Shares
Name and Address of Owned Prior to Being Number of
Selling Stockholders Offering (1) Offered Shares Percent
------------------------ ---------------- --------- --------- -------
Biotech Target, S.A.
Obarrie Street 3,753,000 1,000,000 2,753,000 10.5%
Swiss Bank Tower
Panama, Panama 5
Investor Investments AB
Arsenalsgatan 8C 1,619,000 500,000 1,119,000 4.3%
103 32 Stockholm
Sweden
Invesco Trust Company (2)
7800 East Union Avenue 602,600 200,000 402,600 1.5%
Suite 1100
Denver, CO 80237
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(1) Based on the number of shares of Common Stock outstanding as of the
date hereof after giving effect to the sale of the Shares to the
Selling Stockholders.
(2) Invesco Trust Company serves as the investment advisor to Invesco
Strategic Portfolios, Inc. - Health Sciences Fund ("ISP") and Invesco
Global Health Sciences Fund ("GHS"), which are the beneficial owners
of the shares of Common Stock. Prior to any sales hereunder, ISP and
GHS owned 391,400 and 211,200 shares of the Common Stock,
respectively. ISP and GHS intend to sell up to 133,000 and 67,000
Shares, respectively, hereunder. Assuming the sale of all such
shares, ISP and GHS will own 258,400 and 144,200 shares of Common
Stock, respectively, representing 1.0% and 0.5%, respectively, of the
outstanding shares of Common Stock (based on the number of shares
outstanding on the date hereof after giving effect to the sale of the
Shares to the Selling Stockholders).
(7)
<PAGE>
PLAN OF DISTRIBUTION
The Company has been advised that the Selling Stockholders may sell Shares
from time to time in transactions on the Nasdaq National Market System, in
privately negotiated transactions, through the writing of options on the Shares
or a combination of such methods of sale, at fixed prices which may be changed,
at market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Selling Stockholders may
effect such transactions by selling the Shares to or through broker-dealers,
and such broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Stockholders or the purchasers of
the Shares for whom such broker-dealers may act as agent or to whom they sell
as principal, or both (which compensation to a particular broker-dealer might
be in excess of customary commissions).
The Selling Stockholders and any broker-dealers who act in connection with
the sale of Shares hereunder may be deemed to be "underwriters" as that term is
defined in the Securities Act, and any commissions received by them and profit
on any resale of the Shares as principal might be deemed to be underwriting
discounts and commissions under the Securities Act.
The Company and the Selling Stockholders have agreed to indemnify each
other against certain liabilities, including certain liabilities under the
Securities Act.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for the
Company by Dewey Ballantine LLP, New York, New York. A member of Dewey
Ballantine LLP participating in this matter is the beneficial owner of shares
of the Common Stock.
EXPERTS
The balance sheets of the Company as of December 31, 1995 and 1996, and
the statements of operations, shareholders' equity and cash flows and the
related financial statement schedule for each of the three years in the period
ended December 31, 1996 included in the Annual Report on Form 10-K for the year
ended December 31, 1996 incorporated by reference in this Prospectus have been
audited by Coopers & Lybrand L.L.P., independent public accountants, as set
forth in their report. These financial statements are incorporated by
reference herein in reliance upon the report of such firm, which report is
given on the authority of said firm as experts in accounting and auditing.
(8)
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No person is authorized in connection with any 1,700,000 SHARES
offering made hereby to give any information or to
make any representation not contained in this
Prospectus, and, if given or made, such information
or representation must not be relied upon as having
been authorized by the Company or any Underwriter.
This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any
security other than the shares of Common Stock MEDIMMUNE, INC.
offered hereby, nor does it constitute an offer to
sell or a solicitation of an offer to buy any of
the securities offered hereby to any person in any
jurisdiction in which it is unlawful to make such
an offer or solicitation. Neither the delivery of
this Prospectus nor any sale made hereunder shall
under any circumstances create any implication that
the information contained herein is correct as of
any date subsequent to the date hereof.
--------------------
TABLE OF CONTENTS COMMON STOCK
PAGE
Available Information 2
Incorporation of Certain Information by Reference 2
Disclosure Regarding Forward-Looking Statements 3
The Company 3
Risk Factors 3
Selling Stockholders 7
Plan of Distribution 8
Legal Matters 8
Experts 8 JANUARY 20, 1998
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PART II
Information Not Required in Prospectus
ITEM 4. OTHER EXPENSES OF ISSURANCE and DISTRIBUTION
The estimated expenses payable by the Registrant in connection with the
issuance and distribution of the securities being registered are as follows:
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SEC Registration Fee $ 19,935.00
Nasdaq Listing Fee $ 17,500.00
Accounting Fees and Expenses $ 7,500.00
Legal Fees and Expenses $ 25,000.00
Miscellaneous $ 2,565.00
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Total: $ 72,500.00
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ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Subsection (a) of Section 145 of the General Corporation Law of the State
of Delaware (the "DGCL") empowers a corporation to indemnify any person who was
or is a party or who 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 the person is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the person in connection with
such action, suit or proceeding if the person acted in good faith and in a
manner the 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 the person's conduct was
unlawful.
Subsection (b) of Section 145 empowers a 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 or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that the
person acted in any of the capacities set forth above, against expenses
(including attorney's fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if the person
acted in good faith and in a manner the person reasonably believed to be in or
not opposed to the best interests of the corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.
Section 145 further provides that to the extent a director or officer of a
corporation has been successful on the merits or otherwise in the defense of
any action, suit or proceeding referred to in subsections (a) and (b) of
Section 145, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith; that indemnification
provided for by Section 145 shall not be deemed exclusive of any other rights
to which the indemnified party may be entitled; the indemnification provided
for by Section 145 shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of such person's heirs,
executors and administrators; and empowers the corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the corporation would have
the power to indemnify him against such liabilities under Section 145.
The Company provides liability insurance for its directors and officers
which provides for coverage against loss from claims made against directors and
officers in their capacity as such, including liabilities under Securities Act
of 1933, as amended.
Section 102(b)(7) of the DGCL provides that a certificate of incorporation
may contain a provision eliminating or limiting the personal liability of a
director to the corporation of its stockholders for monetary damages for breach
of fiduciary duty as a director, provided that such provision shall not
eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for a
transaction from which the director derived an improper personal benefit.
Article EIGHTH of the Company's Certificate of Incorporation limits the
liability of directors to the fullest extent permitted by Section 102(b)(7).
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
5.1 Opinion of Counsel as to legality of securities being registered
24.1 Consent of Independent Certified Public Accountants
24.2 Consent of Counsel (included in Exhibit 5.1)
25.1 Power of Attorney (See Page II-3)
ITEM 17. UNDERTAKINGS
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 dollar value of
securities offered would not exceed that 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 (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, 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 Section 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 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.
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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 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 Act and
will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
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 this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Gaithersburg, State of Maryland, on the 20th
day of January, 1998.
MEDIMMUNE, INC.
By:/s/Wayne T. Hockmeyer
Chairman and Chief Executive Officer
and Director (Principal executive
officer)
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this amendment
to this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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/s/Wayne T. Hockmeyer Chairman and Chief
WAYNE T. HOCKMEYER, Ph.D. Executive Officer and January 20, 1998
Director (Principal
executive officer)
/s/David M. Mott* President and Chief
DAVID M. MOTT Operating Officer January 20, 1998
(Principal financial and
accounting officer
/s/Franklin H. Top, Jr.* Director January 20, 1998
FRANKLIN H. TOP, JR., M.D.
/s/Gordon S. Macklin* Director January 20, 1998
GORDON S. MACKLIN
/s/James H. Cavanaugh* Director January 20, 1998
JAMES H. CAVANAUGH, Ph.D.
/s/M. James Barrett* Director January 20, 1998
M. JAMES BARRETT, Ph.D.
/s/Barbara Hackman Franklin* Director January 20, 1998
BARBARA HACKMAN FRANKLIN
/s/Lawrence C. Hoff* Director January 20, 1998
LAWRENCE C. HOFF
*By /s/Wayne T. Hockmeyer January 20, 1998
Attorney-in-Fact
</TABLE>
