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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 7, 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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COR THERAPEUTICS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 94-3060271
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(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
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256 EAST GRAND AVENUE
SOUTH SAN FRANCISCO, CA 94080
(650) 244-6800
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
VAUGHN M. KAILIAN, PRESIDENT
COR THERAPEUTICS, INC.
256 EAST GRAND AVENUE
SOUTH SAN FRANCISCO, CA 94080
(650) 244-6800
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO: COPIES TO:
ROBERT L. JONES, ESQ. ALAN K. AUSTIN, ESQ.
COOLEY GODWARD LLP ELIZABETH R. FLINT, ESQ.
FIVE PALO ALTO SQUARE WILSON SONSINI GOODRICH & ROSATI, P.C.
PALO ALTO, CA 94306 650 PAGE MILL ROAD
(650) 843-5000 PALO ALTO, CA 94304
(650)493-9300
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Approximate date of commencement of proposed sale to the public:
AS SOON AS PRACTICABLE AFTER THE 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] 333-35103
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
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TITLE OF SHARES AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PRICE PER SHARE OFFERING PRICE REGISTRATION FEE
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Common Stock, par value
$.0001 per share........... 460,000 shares $19.00 $8,740,000 $2,649
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(1) Includes 60,000 shares of Common Stock issuable upon the exercise of the
Underwriters' over-allotment option.
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EXPLANATORY NOTE
This registration is being filed pursuant to Rule 462(b) of the Securities
Act of 1933, as amended, and General Instruction IV of Form S-3. Incorporated by
reference herein is, in its entirety, the contents of the Registration Statement
on Form S-3 (File No. 333-35103) of COR Therapeutics, Inc. which was declared
effective by the Securities and Exchange Commission on October 6, 1997.
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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 South San Francisco, County of San Mateo, State of
California, on the 6th day of October, 1997.
COR THERAPEUTICS, INC.
By /s/ R. LEE DOUGLAS, JR.
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R. Lee Douglas, Jr.
Vice President, Corporate
Development and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated:
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SIGNATURES TITLE DATE
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* President, Chief Executive October 6, 1997
- ------------------------------------------ Officer and Director (Principal
Vaughn M. Kailian Executive Officer)
* Vice President, Finance and Chief October 6, 1997
- ------------------------------------------ Financial Officer (Principal
Laura A. Brege Financial Officer)
/s/ PETER S. RODDY Director, Finance and Controller October 6, 1997
- ------------------------------------------ (Principal Accounting Officer)
Peter S. Roddy
* Director October 6, 1997
- ------------------------------------------
Shaun R. Coughlin, M.D., Ph.D.
* Director October 6, 1997
- ------------------------------------------
James T. Doluisio, Ph.D.
* Director October 6, 1997
- ------------------------------------------
Jerry T. Jackson
* Director October 6, 1997
- ------------------------------------------
Ernest Mario, Ph.D.
* Director October 6, 1997
- ------------------------------------------
Robert R. Momsen
* Director October 6, 1997
- ------------------------------------------
Lloyd Hollingsworth Smith, Jr., M.D.
* Director October 6, 1997
- ------------------------------------------
William H. Younger, Jr.
*By: /s/ R. LEE DOUGLAS, JR.
- ------------------------------------------
R. Lee Douglas, Jr.
Attorney-In-Fact
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EXHIBIT INDEX
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EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION OF DOCUMENT NUMBERED PAGE
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5.1 Opinion of Cooley Godward LLP......................................
23.1 Consent of Ernst & Young LLP, Independent Auditors.................
23.2 Consent of Cooley Godward LLP (Exhibit 5.1)........................
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COOLEY GODWARD LLP LETTERHEAD
October 6, 1997
COR Therapeutics, Inc.
256 East Grand Avenue
South San Francisco, CA 94080
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in
connection with the filing by COR Therapeutics, Inc. (the "Company") of a
Registration Statement on Form S-3 (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission"), covering an underwritten
public offering of up to 460,000 shares of the Company's Common Stock (including
60,000 shares of the Company's Common Stock for which the underwriters have been
granted an over-allotment option) (the "Common Stock").
In connection with this opinion, we have examined and relied upon the
Registration Statement, and related Prospectus, the Company's Restated
Certificate of Incorporation, as amended and Restated Bylaws, and the originals
or copies certified to our satisfaction, of such records, documents,
certificates, memoranda and other instruments as in our judgment are necessary
or appropriate to enable us to render the opinion expressed below.
On the basis of the foregoing, and in reliance thereon, we are of the
opinion that the Common Stock, when sold in accordance with the Registration
Statement and related Prospectus, will be validly issued, fully paid and
nonassessable.
We consent to the reference to our firm under the caption "Legal Matters"
in the Prospectus included in the Registration Statement and to the filing of
this opinion as an exhibit to the Registration Statement.
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Very truly yours,
COOLEY GODWARD LLP
By: /s/ ROBERT L. JONES
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Robert L. Jones
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EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-3) of COR Therapeutics, Inc. for the registration of 460,000 shares of
its common stock, of our report dated January 23, 1997 with respect to the
financial statements of COR Therapeutics, Inc. included its Registration
Statement (Form S-3 No. 333-35103) filed with the Securities and Exchange
Commission.
Ernst & Young LLP
Palo Alto, California
October 6, 1997
