<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 30, 1997.
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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CAMBRIDGE NEUROSCIENCE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 13-3319074
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>
ONE KENDALL SQUARE, BUILDING 700, CAMBRIDGE, MASSACHUSETTS 02139 (617) 225-0600
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
ELKAN R. GAMZU
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CAMBRIDGE NEUROSCIENCE, INC.
ONE KENDALL SQUARE, BUILDING 700
CAMBRIDGE, MASSACHUSETTS 02139
(617) 225-0600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
WITH COPIES TO:
<TABLE>
<S> <C>
WILLIAM T. WHELAN, ESQ. LESLIE E. DAVIS, ESQ.
PALMER & DODGE LLP TESTA, HURWITZ & THIBEAULT, LLP
ONE BEACON STREET HIGH STREET TOWER
BOSTON, MASSACHUSETTS 02108 125 HIGH STREET
(617) 573-0100 BOSTON, MASSACHUSETTS 02110
(617) 248-7000
</TABLE>
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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] 333-18225
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>
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<CAPTION>
PROPOSED
PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE MAXIMUM OFFERING OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PRICE PER SHARE(2) PRICE(1)(2) FEE
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<S> <C> <C> <C> <C>
Common Stock, $0.001 par value..... 460,000 shares $11.625 $5,347,500 $1,621
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<FN>
(1) Includes 60,000 shares which the Underwriters may purchase to cover
over-allotments, if any.
(2) Estimated solely for the purpose of determining the registration fee and
computed pursuant to Rule 457(c) and based on the average of the high and
low sales prices on January 29, 1997, as reported on the Nasdaq National
Market.
</TABLE>
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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.
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This Registration Statement is being filed with respect to the registration
of additional shares of the common stock, $.001 par value per share, of
Cambridge NeuroScience, Inc., a Delaware corporation, for an offering pursuant
to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the
earlier effective registration statement (Registration No. 333-18225) (the
"Earlier Registration Statement") are incorporated in this Registration
Statement by reference.
The required opinions and consents are listed on an Exhibit Index attached
hereto and filed herewith.
<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 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 the City of Cambridge, Commonwealth of Massachusetts, on January
30, 1997.
CAMBRIDGE NEUROSCIENCE, INC.
By: /s/ Elkan R. Gamzu
------------------------------
Elkan R. Gamzu, Ph.D.
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement thereto has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- --------- -------- ----
<S> <C> <C>
/s/ Elkan R. Gamzu President, Chief Executive Officer January 30, 1997
- ------------------------------------- and Director (Principal Executive
Elkan R. Gamzu, Ph.D. Officer)
Harry W. Wilcox, III* Senior Vice President, Finance and January 30, 1997
- ------------------------------------- Business Development and Chief
Harry W. Wilcox, III Financial Officer (Principal
Financial and Accounting Officer)
Nancy S. Amer* Director January 30, 1997
- -------------------------------------
Nancy S. Amer
Burkhard Blank, M.D.* Director January 30, 1997
- -------------------------------------
Burkhard Blank, M.D.
Ira A. Jackson* Director January 30, 1997
- -------------------------------------
Ira A. Jackson
S. Joshua Lewis* Director January 30, 1997
- -------------------------------------
S. Joshua Lewis
Joseph B. Martin* Director January 30, 1997
- -------------------------------------
Joseph B. Martin, M.D., Ph.D.
Paul C. O'Brien* Director January 30, 1997
- -------------------------------------
Paul C. O'Brien
Peter Stalker, III* Director January 30, 1997
- -------------------------------------
Peter Stalker, III
</TABLE>
*By: /s/ ELKAN R. GAMZU
------------------------------
Elkan R. Gamzu, Ph.D.
Attorney-in-Fact
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<C> <S>
5.1 Opinion of Palmer & Dodge LLP as to the legality of the securities
registered hereunder. Filed herewith...................................
23.1 Consent of Ernst & Young LLP, independent auditors. Filed herewith.....
23.2 Consent of Palmer & Dodge LLP (included in Exhibit 5.1)................
24.1* Power of Attorney......................................................
<FN>
- ---------------
* Filed with the Company's Registration Statement on Form S-3 (Registration No.
333-18225).
</TABLE>
<PAGE> 1
Exhibit 5.1
PALMER & DODGE LLP
ONE BEACON STREET, BOSTON, MA 02108-3190
Telephone: (617) 573-0100 Facsimile: (617) 227-4420
January 30, 1997
Cambridge NeuroScience, Inc.
One Kendall Square, Building 700
Cambridge, Massachusetts 02139
Ladies and Gentlemen:
We are rendering this opinion in connection with the Registration
Statement on Form S-3 (the "Registration Statement") filed by Cambridge
NeuroScience, Inc. (the "Company") with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, on or about the date hereof. The
Registration Statement relates to up to 460,000 shares of the Company's Common
Stock, $0.001 par value (the "Shares"). We understand that the Shares are to be
offered and sold in the manner described in the Registration Statement.
We have acted as your counsel in connection with the preparation of
the Registration Statement. We are familiar with the resolutions adopted by the
Board of Directors by written consent on December 17, 1996 in connection with
the authorization, issuance and sale of the Shares (the "Resolutions"). We have
examined such other documents as we consider necessary to render this opinion.
Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized and, when issued and delivered by the Company against
payment therefor at the price to be determined pursuant to the Resolutions,
will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as a part of the
Registration Statement and to the reference to our firm under the caption
"Legal Matters" in the Prospectus filed as part thereof.
Very truly yours,
/s/ Palmer & Dodge LLP
---------------------------
Palmer & Dodge LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and
"Selected Consolidated Financial Data" and to the use of our report dated
February 2, 1996, in the Registration Statement (Form S-3) and related
Prospectus of Cambridge NeuroScience, Inc. for the registration of 460,000
shares of its common stock.
We also consent to the incorporation by reference therein of our report
dated February 2, 1996 with respect to the consolidated financial statements of
Cambridge NeuroScience, Inc. for the years ended December 31, 1995, 1994, and
1993 included in its Annual Report (Form 10-K) for 1995 filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
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ERNST & YOUNG LLP
Boston, Massachusetts
January 27, 1997
2
