<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 22, 1998
REGISTRATION NO. 333-
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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)
<TABLE>
<S> <C>
DELAWARE 33-0266089
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>
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)
------------------------
JOSEPH C. COOK, JR.
CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD
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.
ERIC J. LOUMEAU, ESQ.
COOLEY GODWARD LLP
4365 EXECUTIVE DRIVE, SUITE 1100
SAN DIEGO, CA 92121
------------------------
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
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<S> <C> <C> <C> <C>
=======================================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE PRICE FEE
- -----------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value...... 400,000 shares $3.50 $1,300,00 $384
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</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.
================================================================================
<PAGE> 2
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON
FORM S-3 (FILE NO. 333-58831)
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, as amended (File No. 333-58831), declared
effective on July 22, 1998 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 $384 for the additional securities
being registered hereby as soon as practicable (but in any event no later than
the close of business on July 23, 1998); 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 July 23, 1998.
<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 July 22, 1998.
AMYLIN PHARMACEUTICALS, INC.
By: /s/ JOSEPH C. COOK, JR.
------------------------------------
Joseph C. Cook, Jr.
Chief Executive Officer and
Chairman of the Board of Directors
(Principal Executive Officer and
Principal Financial 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.
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<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ JOSEPH C. COOK, JR. Chief Executive Officer and July 22, 1998
- ----------------------------------------------------- Chairman of the Board of
Joseph C. Cook, Jr. Directors (Principal Executive
Officer and Principal Financial
Officer)
* Treasurer and Controller July 22, 1998
- ----------------------------------------------------- (Principal Accounting Officer)
Karl H. Olsen
* Director July 22, 1998
- -----------------------------------------------------
James C. Blair
* Director July 22, 1998
- -----------------------------------------------------
James C. Gaither
* Director July 22, 1998
- -----------------------------------------------------
Ginger L. Graham
* Director July 22, 1998
- -----------------------------------------------------
Howard E. Greene, Jr.
* Director July 22, 1998
- -----------------------------------------------------
Vaughn M. Kailian
*By: /s/ JOSEPH C. COOK, JR.
------------------------------------------------
Joseph C. Cook, Jr.
Attorney-in-fact
</TABLE>
<PAGE> 4
INDEX TO EXHIBITS
Exhibit
Number Description
- ------- -----------
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.
<PAGE> 1
EXHIBIT 5.1
[COOLEY GODWARD LLP LETTERHEAD]
July 22, 1998
AMYLIN PHARMACEUTICALS, INC.
9373 Towne Centre 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 400,000 shares of the Company's Common Stock (the
"Shares") as described in the Abbreviated Registration Statement. The Shares
are to be purchased by certain institutional and individual investors together
with the shares registered pursuant to Registration Statement No. 333-58831,
which was declared effective earlier today (the "Initial Registration
Statement").
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: /s/ Thomas A. Coll
--------------------------
Thomas A. Coll
<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" and to the use of our report dated
January 23, 1998, except for the last paragraph of Note 5, as to which the date
is March 21, 1998, and the last paragraph of Note 1, as to which the date is
July 8, 1998, in Amendment No. 1 to the Registration Statement (Form S-3) and
related Prospectus of Amylin Pharmaceuticals, Inc. for the registration of
shares of its common stock.
ERNST & YOUNG LLP
San Diego, California
July 20, 1998
