<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 31, 1996
REGISTRATION NO. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
AMYLIN PHARMACEUTICALS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 33-026609
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
9373 TOWNE CENTRE DRIVE
SAN DIEGO, CALIFORNIA 92121
(619) 552-2200
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------------
RICHARD M. HAUGEN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
AMYLIN PHARMACEUTICALS, INC.
9373 TOWNE CENTRE DRIVE
SAN DIEGO, CALIFORNIA 92121
(619) 552-2200
(NAME, ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
----------------------
COPIES TO:
THOMAS A. COLL, ESQ. ALAN DEAN, ESQ.
COOLEY GODWARD LLP DAVIS POLK & WARDWELL
4365 EXECUTIVE DRIVE, SUITE 1100 450 LEXINGTON AVENUE
SAN DIEGO, CA 92121 NEW YORK, NY 10017
----------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the 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]
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>
PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(2) FEE
--------------------------- -------------- -------------- ---------- ------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value 287,500 shares $10.00 $2,875,000 $872
</TABLE>
(1) 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.
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 THAT 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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<PAGE> 2
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-3 (FILE NO.
333-14143)
Amylin Pharmaceuticals, Inc. (the "Company") hereby incorporates by
reference into this Registration Statement on Form S-3 in its entirety the
Registration Statement on Form S-3 (File No. 333-14143) declared effective on
October 31, 1996 by the Securities and Exchange Commission (the "Commission"),
including each of the documents filed by the Company with the Commission and
incorporated or deemed to be incorporated by reference therein.
CERTIFICATION
The Company hereby certifies to the Commission that it has instructed
its bank to pay the Commission the filing fee of $872 for the additional
securities being registered hereby as soon as practicable (but in any event no
later than the close of business on November 1, 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 November 1, 1996.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 San Diego, State of California, on October 31,
1996.
AMYLIN PHARMACEUTICALS, INC.
By: /s/ Richard M. Haugen
--------------------------------
Richard M. Haugen
President, Chief Executive
Officer and Director
(Principal Executive Officer)
POWER OF ATTORNEY
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>
/s/ Howard E. Greene Jr.* Chairman of the Board and Director October 31, 1996
- ----------------------------------
Howard E. Greene, Jr.
/s/ Richard M. Haugen President, Chief Executive October 31, 1996
- ---------------------------------- Officer and Director
Richard M. Haugen (Principal Executive Officer)
/s/ Marjorie T. Sennett* Vice President, Chief Financial October 31, 1996
- ---------------------------------- Officer and Assistant Secretary
Marjorie T. Sennett (Principal Financial Officer)
/s/ Karl H. Olsen* Treasurer and Controller October 31, 1996
- ---------------------------------- (Principal Accounting Officer)
Karl H. Olsen
/s/ James C. Blair* Director October 31, 1996
- ----------------------------------
James C. Blair
/s/ Joseph C. Cook, Jr.* Director October 31, 1996
- ----------------------------------
Joseph C. Cook, Jr.
/s/ James C. Gaither* Director October 31, 1996
- ----------------------------------
James C. Gaither
/s/ Ginger L. Howard* Director October 31, 1996
- ----------------------------------
Ginger L. Howard
/s/ Vaughn M. Kailian* Director October 31, 1996
- ----------------------------------
Vaughn M. Kailian
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ Timothy J. Wollaeger* Director October 31, 1996
- ----------------------------------
Timothy J. Wollaeger
*By: /s/ Richard M. Haugen
---------------------------------
Richard M. Haugen
Attorney-in-fact
</TABLE>
<PAGE> 5
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NO.
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<S> <C> <C>
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1. --
23.3 Consent of Lyon & Lyon LLP.
</TABLE>
<PAGE> 1
EXHIBIT 5.1
[LETTERHEAD OF COOLEY GODWARD LLP]
October 31, 1996
Amylin Pharmaceuticals, Inc.
9373 Towne Center Drive
San Diego, CA 92121
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Amylin Pharmaceuticals, Inc. (the "Company") of a
Registration Statement on Form S-3 (the "Abbreviated Registration Statement")
with the Securities and Exchange Commission in connection with the proposed
issuance and sale of up to 287,500 shares of the Company's Common Stock (the
"Shares") as described in the Abbreviated Registration Statement. The Shares
are to be purchased by certain underwriters and offered for sale to the public
together with the shares registered pursuant to Registration Statement No.
333-14143, which was declared effective earlier today (the "Initial
Registration Statement"), pursuant to the terms of an Underwriting Agreement,
the form of which has been filed as an exhibit to the Initial Registration
Statement and is incorporated by reference as an exhibit to the Abbreviated
Registration Statement (the "Underwriting Agreement").
In connection with this opinion, we have examined the Initial Registration
Statement, the Abbreviated Registration Statement and related Prospectus, your
Certificate of Incorporation and By-laws, as amended, and such other documents,
records, certificates, memoranda and other instruments as we deem necessary as
a basis for this opinion. We have assumed the genuineness and authenticity of
all documents submitted to us as originals, the conformity to originals of all
documents submitted to us as copies thereof and the due execution and delivery
of all documents where due execution and delivery are a prerequisite to the
effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Initial
Registration Statement, the Abbreviated 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 Initial Registration Statement and to the filing
of this opinion as an exhibit to the Abbreviated Registration Statement.
Sincerely,
COOLEY GODWARD LLP
By: Frederick T. Muto
-------------------------------
Frederick T. Muto, Esq.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Selected
Consolidated Financial Data" and "Experts" in the Registration Statement (Form
S-3) and related Prospectus of Amylin Pharmaceuticals, Inc. for the registration
of shares of its common stock and to the incorporation by reference therein of
our report dated January 18, 1996, with respect to the consolidated financial
statements of Amylin Pharmaceuticals, Inc. incorporated by reference in its
Annual Report (Form 10-K) for the year ended December 31, 1995, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
San Diego, California
October 29, 1996
<PAGE> 1
EXHIBIT 23.3
[LYON & LYON LLP LETTERHEAD]
CONSENT OF LYON & LYON LLP, PATENT COUNSEL
October 31, 1996
The Board of Directors and Stockholders
Amylin Pharmaceuticals, Inc.
We have reviewed and approved the statements in your Registration
Statement (Form S-3 dated October 15, 1996) under the captions "Risk
Factors--Patents and Proprietary Rights" and "Business--Patents, Proprietary
Rights, and Licenses," and we consent to the use of our name wherever appearing
in the Registration Statement (Form S-3 dated October 15, 1996) and related
Prospectus of Amylin Pharmaceuticals, Inc., and any amendment thereto.
LYON & LYON LLP
