<PAGE>
As filed with the Securities and Exchange Commission on March 2, 2000
Registration No. 333-
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MEDAREX, INC.
(Exact name of registrant as specified in its charter)
NEW JERSEY 2836 22-2822175
(State or other (Primary standard (I.R.S. Employer
jurisdiction of industrial Identification Number)
incorporation classification
or Organization) code number)
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MEDAREX, INC.
707 STATE ROAD #206
PRINCETON, NJ 08540
(609) 430-2880
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
DONALD L. DRAKEMAN
PRESIDENT AND
CHIEF EXECUTIVE OFFICER
MEDAREX, INC.
707 STATE ROAD #206
PRINCETON, NJ 08540
(609) 430-2880
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COPIES TO:
DWIGHT A. KINSEY, ESQ. DAVID R. KING, ESQ.
SATTERLEE STEPHENS BURKE & BURKE LLP MORGAN, LEWIS & BOCKIUS LLP
230 PARK AVENUE 1701 MARKET STREET
NEW YORK, NY 10169 PHILADELPHIA, PA 19103-2921
(212) 818-9200 (215) 963-5000
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of the Registration Statement.
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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. [_]
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] Registration No.
333-95565
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 this form is a post-effective amendment filed pursuant to Rule 462(d)
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
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<TABLE>
<CAPTION>
Proposed
Title of each class of Maximum
Securities to be Amount to be Offering Price Proposed Maximum Aggregate Amount of
Registered Registered Per Unit (1) Offering Price (1) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 par
value................. 386,703 $172.00 $66,513,088 $17,559.46
</TABLE>
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(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457 promulgated under the Securities Act
of 1933, as amended.
<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) of the
Securities Act of 1933, as amended to increase the number of shares being
registered by 386,704 shares. This Registration Statement incorporates by
reference the contents of the Registration Statement on Form S-3 (File No.
333-95565) filed by Medarex, Inc. on January 28, 2000 as amended by that
certain Amendment No. 1 to Registration Statement on Form S-3 filed on
February 16, 2000, that certain Amendment No. 2 to Registration Statement on
Form S-3 filed on March 1, 2000 and Amendment No. 3 to Registration Statement
on Form S-3 filed on March 2, 2000.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Annandale, State of New Jersey, on this 2nd day of March, 2000.
Medarex, Inc.
By: /s/ Irwin Lerner
_____________________
Irwin Lerner
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Irwin Lerner Chairman of the Board March 2, 2000
______________________________________
Irwin Lerner
/s/ Donald L. Drakeman President, Chief Executive March 2, 2000
______________________________________ Officer and Director
Donald L. Drakeman (Principal Executive
Officer)
/s/ Michael A. Appelbaum Executive Vice President-- March 2, 2000
______________________________________ Finance and
Michael A. Appelbaum Administration,
Secretary, Treasurer,
Chief Financial Officer
and Director (Principal
Financial and Accounting
Officer)
/s/ Michael W. Fanger Director March 2, 2000
______________________________________
Michael W. Fanger
Director March 2, 2000
______________________________________
Julius A. Vida
/s/ Charles R. Schaller Director March 2, 2000
______________________________________
Charles R. Schaller
Director March 2, 2000
______________________________________
W. Leigh Thompson, Jr.
Director March 2, 2000
______________________________________
Robert Iggulden
Director March 2, 2000
______________________________________
Fred Craves
</TABLE>
II-4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<S> <C>
5.1 Opinion of Satterbee Stephens Burke & Burke LLP.
23.1 Consent of Independent Auditors
</TABLE>
<PAGE>
EXHIBIT 5.1
Satterlee Stephens Burke & Burke LLP
230 PARK AVENUE
NEW YORK, N.Y. 10169-0079
(212) 818-9200
47 MAPLE STREET FAX (212) 818-9606.9607
SUMMIT, N.J. 07901 WWW SITE: http://www.ssbb.com
March 2, 2000
Medarex, Inc.
707 State Road
Suite #206
Princeton, New Jersey 08540
Re: Medarex, Inc. - Registration Statement on Form S-3
--------------------------------------------------
Gentlemen:
We have acted as counsel to Medarex, Inc., a New Jersey corporation
(the "Company"), in connection with the public offering of 336,265 shares of
the Company's Common Stock, par value $.01 per share (the "Firm Shares"), and up
to an additional 50,439 shares of Common Stock subject to the over-allotment
option granted to the several underwriters of such public offering (the "Option
Shares"). In connection therewith, the Company has filed with the Securities
and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933, as
amended, a Registration Statement on Form S-3 (File No. 333-95565) and certain
amendments thereto (the "Registration Statement"). As such counsel, you have
requested our opinion as to the matters described herein relating to the
issuance of the Firm Shares and the Option Shares.
We have examined the Company's Restated Certificate of Incorporation,
as amended; the Company's Amended and Restated By-Laws; minutes of the Company's
corporate proceedings, as made available to us by officers of the Company; an
executed copy of the Registration Statement, as amended through the date hereof,
and all schedules and exhibits thereto in the form filed with the SEC; and such
matters of law deemed necessary by us in order to deliver this opinion. In the
course of such examination, we have assumed the genuineness of all signatures,
the authority of all signatories to sign on behalf of their principals, if any,
the authenticity of all documents submitted to us as original documents and the
conformity to original documents of all documents submitted to us as certified
or photostatic copies. As to certain factual matters, we have relied, without
investigation, upon certificates of officers and employees of the Company who we
believe to be reliable, and upon certificates, telegrams and other documents
from, and oral conversations with, public officials.
<PAGE>
Exhibit 5.1
Medarex, Inc. - Registration Statement on Form S-3
March 2, 2000
Page 2
Based upon the foregoing, we are of the opinion that the Company has
taken all necessary corporate action required to authorize the issuance and sale
of both the Firm Shares and the Option Shares in the manner set forth in the
Registration Statement and that following the effective date of the Registration
Statement, when certificates for the Firm Shares and the Option Shares, if any,
have been duly executed and countersigned and delivered against due receipt of
consideration therefor as described in the Registration Statement and in
accordance with the terms of the Underwriting Agreement by and among the
Company, Morgan Stanley & Co. Incorporated, Chase H&Q, Warburg Dillon Read LLC
and Dain Rauscher Wessels, a division of Dain Rauscher Incorporated (the form of
which has been filed as Exhibit No. 1.1 to the Registration Statement), the Firm
Shares and the Option Shares, if any, will be legally and validly issued, fully
paid and non-assessable with no personal liability attaching to the ownership
thereof.
We understand that this opinion to be filed as an exhibit to the
Registration Statement. We consent to such filing and to the use of our name in
the Prospectus included therein under the caption "Legal Matters."
Very truly yours,
/s/ Satterlee Stephens Burke & Burke LLP
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
We consent to the reference to our firm under the captions "Selected
Consolidated Financial Data" and "Experts" and to the use of our report dated
February 10, 2000, included in the Registration Statement (Form S-3 No. 333-
95565) and related Prospectus of Medarex, Inc. for the registration of
2,012,500 shares of its common stock declared effective on March 2, 2000 which
is incorporated by reference into this Registration Statement on Form S-3 of
Medarex, Inc. filed on March 2, 2000 pursuant to Rule 462(b) for the
registration of an additional 386,704 shares of its common stock.
/s/ Ernst & Young LLP
MetroPark, New Jersey
February 29, 2000
