<PAGE> 1
As filed with the Securities and Exchange Commission on June 6, 1996
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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IDEC PHARMACEUTICALS CORPORATION
(Exact name of Registrant as specified in its charter)
CALIFORNIA 33-0112644
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
11011 Torreyana Rd., San Diego, California 92121
(619) 550-8500
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
William H. Rastetter, Ph.D.
President and Chief Executive Officer
IDEC PHARMACEUTICALS CORPORATION
11011 Torreyana Rd., San Diego, California 92121
(619) 550-8500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
J. Stephan Dolezalek, Esq. Robert V. Gunderson, Jr., Esq.
Faye H. Russell, Esq. Jay K. Hachigian, Esq.
BROBECK, PHLEGER & HARRISON LLP GUNDERSON DETTMER STOUGH VILLENEUVE
Two Embarcadero Place FRANKLIN & HACHIGIAN, LLP
2200 Geng Road 600 Hansen Way, Second Floor
Palo Alto, California 94303 Palo Alto, California 94304
(415) 424-0160 (415) 843-0500
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED
SALE TO THE PUBLIC: As soon as practicable 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: [ ]
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] 333-4424
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
<TABLE>
<CAPTION>
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1)(2) PER UNIT OFFERING PRICE(3) FEE (4)
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<S> <C> <C> <C> <C>
Common Stock, no par value..................... 345,000 shares $24.00 $8,280,000 $2,856
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</TABLE>
(1) Includes 45,000 shares of Common Stock that the Underwriters have the option
to purchase to cover over-allotments, if any.
(2) Shares of Common Stockpreviously registered include 1,725,000 shares for
which the registration fee has previously been paid.
(3) The proposed maximum offering price per share is based on the proposed
offering price for the shares of the Company's Common Stock offered
hereby.
(4) Calculated pursuant to Rule 457.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement filed under the Securities Act of 1933, as
amended, by IDEC Pharmaceuticals Corporation (the "Company") with the Securities
and Exchange Commission (the "Commission") hereby incorporates by reference the
contents of the Registration Statement on Form S-3 (File No. 333-4424) relating
to the offering of up to 1,725,000 Shares of Common Stock of the Company filed
on May 3, 1996, as amended through the date hereof.
CERTIFICATION
The Company hereby certifies to the Commission that it has instructed
its bank to pay the Commission the filing fee of $2,856 for the additional
securities being registered hereby as soon as practicable (but in any event no
later than the close of business on June 7, 1996); that it will not revoke such
instructions; that it has sufficient funds in the relevant account to cover the
amount of the filing fee; and that it undertakes to confirm receipt of such
instructions by the bank on June 7, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 San Diego, State of California, on the 6th day of
June, 1996.
IDEC PHARMACEUTICALS CORPORATION
By: /s/ WILLIAM H. RASTETTER
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William H. Rastetter
President and 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>
- --------------------------------------- President and Chief Executive Officer and June 6, 1996
(William H. Rastetter) Director (Principal Executive Officer)
* June 6, 1996
- --------------------------------------- Vice President and Chief Financial
(Philip M. Schneider) Officer (Principal Financial and
Accounting Officer)
* Director June 6, 1996
- ---------------------------------------
(Charles C. Edwards, M.D.)
* Director June 6, 1996
- ---------------------------------------
(John Groom)
* Director June 6, 1996
- ---------------------------------------
(Kazuhiro Hashimoto)
* Director June 6, 1996
- ---------------------------------------
(Peter Barton Hutt)
* Director June 6, 1996
- ---------------------------------------
(Franklin P. Johnson, Jr.)
* Director June 6, 1996
- ---------------------------------------
(John P. McLaughlin)
- --------------------------------------- Director , 1996
(Lynn Schenk)
/s/ WILLIAM H. RASTETTER June 6, 1996
- ---------------------------------------
William H. Rastetter
Attorney-in-Fact
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequentially
No. Description Numbered Page
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<S> <C> <C>
5.1 Opinion of Brobeck, Phleger & Harrison LLP with respect to the Common
Stock being registered.
23.1 Consent of Brobeck, Phleger & Harrison LLP (contained in their
opinion filed as Exhibit 5.1).
23.2 Independent Auditors' Consent, KPMG Peat Marwick LLP
+24.1 Power of Attorney.
</TABLE>
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+ Incorporated by reference to the same-numbered exhibit to the Company's
Registration Statement on Form S-3 (No. 333-4424) filed on May 3, 1996.
<PAGE> 1
EXHIBIT 5.1
OPINION OF BROBECK, PHLEGER & HARRISON LLP
June 6, 1996
IDEC Pharmaceuticals Corporation
11011 Torreyana Road
San Diego, California 92121
Re: 345,000 Shares of Common Stock of IDEC Pharmaceuticals Corporation
Ladies and Gentlemen:
We have acted as counsel to IDEC Pharmaceuticals Corporation,
a California corporation (the "Company"), in connection with the proposed
issuance and sale by the Company of up to 345,000 shares of the Company's Common
Stock (the "Shares"), pursuant to the Company's Registration Statement on Form
S-3 (the "Registration Statement").
In connection with this opinion, we have examined the
Registration Statement and related Prospectus, the Company's Articles of
Incorporation, as amended through the date hereof, the Company's bylaws, as
amended through the date hereof, 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 (the "Documents"). We are relying (without
any independent investigation thereof) upon the truth and accuracy of the
statements, covenants, representations and warranties set forth in such
Documents.
On the basis of the foregoing, and in reliance thereon, we are
of the opinion that the Shares have been duly authorized, and if, as and when
issued in accordance with the Registration Statement and Prospectus (as amended
and supplemented through the date of issuance) will be validly issued, fully
paid and nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to all references to us in the
Registration Statement, the Prospectus and any further amendments thereto.
Subject to the foregoing sentence, this opinion is given as of the date hereof
solely for your benefit and may not be relied upon, circulated, quoted or
otherwise referred to for any purpose without our prior written consent.
Very truly yours,
BROBECK, PHLEGER & HARRISON LLP
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EXHIBIT 23.1
CONSENT OF BROBECK, PHLEGER & HARRISON LLP
(Contained in Exhibit 5.1)
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EXHIBIT 23.2
[KPMG LETTERHEAD]
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
IDEC Pharmaceuticals Corporation:
We consent to the use of our report included herein and our reports
incorporated herein by reference and to the references to our firm under the
headings "Experts" and "Selected Consolidated Financial Data" in the prospectus.
KPMG PEAT MARWICK LLP
San Diego, California
June 5, 1996
