<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 19, 1997.
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
PROTEIN DESIGN LABS, INC.
(Exact Name of Registrant as Specified in its Charter)
---------------------
<TABLE>
<S> <C>
DELAWARE 94-3023969
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
</TABLE>
---------------------
2375 GARCIA AVENUE
MOUNTAIN VIEW, CALIFORNIA 94043
(415) 903-3700
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
---------------------
DOUGLAS O. EBERSOLE, ESQ.
VICE PRESIDENT, LICENSING AND CORPORATE SERVICES,
GENERAL COUNSEL AND SECRETARY
PROTEIN DESIGN LABS, INC.
2375 GARCIA AVENUE
MOUNTAIN VIEW, CALIFORNIA 94043
(415) 903-3700
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
COPIES TO:
<TABLE>
<S> <C>
GREGORY M. GALLO, ESQ. ALAN C. MENDELSON, ESQ.
DOUGLAS J. REIN, ESQ. GREGORY C. SMITH, ESQ.
GRAY CARY WARE & FREIDENRICH COOLEY GODWARD LLP
400 HAMILTON AVENUE FIVE PALO ALTO SQUARE
PALO ALTO, CALIFORNIA 94301 PALO ALTO, CALIFORNIA 94306
(415) 328-6561 (415) 843-5000
</TABLE>
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registration Statement becomes effective.
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] 333-20941
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
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. [ ]
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
MAXIMUM PROPOSED
TITLE OF EACH CLASS OF OFFERING PRICE MAXIMUM
SECURITIES AMOUNT TO BE PER AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED SHARE OFFERING PRICE REGISTRATION FEE
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($.01 par
value)...................... 316,250 shares $32.00 $10,120,000 $3,067
==================================================================================================
</TABLE>
<PAGE> 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Registration Statement is filed with the Securities and Exchange
Commission (the "Commission") pursuant to Rule 462(b) under the Securities Act
of 1933, as amended (the "Securities Act"), by Protein Design Labs, Inc. (the
"Company"). In accordance with Rule 429 under the Securities Act, this
Registration Statement incorporates by reference the contents of the
Registration Statement on Form S-3 (Registration No. 333-20941) which was
declared effective by the Commission on March 18, 1997 relating to the offering
of up to 2,750,000 shares of Common Stock of the Company plus up to 453,750
shares of Common Stock that may be sold pursuant to the Underwriters'
over-allotment option.
CERTIFICATION
The Company hereby certifies to the Commission that (i) it has instructed
its bank to pay the Commission the filing fee set forth on the cover page of
this Registration Statement by a wire transfer of such amount to the
Commission's account at Mellon Bank as soon as practicable (but no later than
the close of business on March 19, 1997), (ii) it will not revoke such
instructions, (iii) it has sufficient funds in the relevant account to cover the
amount of such filing fee, and (iv) it will confirm receipt of such instructions
by its bank during the bank's regular business hours no later than March 19,
1997.
<PAGE> 3
SIGNATURES
In accordance with 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 of filing on Form S-3 and authorized this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Mountain View, State of California, on March 18,
1997.
PROTEIN DESIGN LABS, INC.
(Registrant)
By: /s/ LAURENCE JAY KORN
------------------------------------
Laurence Jay Korn,
Chief Executive Officer and
Chairperson of the Board of
Directors
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- ----------------------------- -------------------
<C> <S> <C>
/s/ LAURENCE JAY KORN Chief Executive Officer and March 18, 1997
- --------------------------------------------- Chairperson of the Board of
(Laurence Jay Korn) Directors (Principal
Executive Officer)
FRED KURLAND* Vice President and Chief March 18, 1997
- --------------------------------------------- Financial Officer
(Fred Kurland) (Principal Financial and
Accounting Officer)
CARY L. QUEEN* Director March 18, 1997
- ---------------------------------------------
(Cary L. Queen)
JON S. SAXE* Director March 18, 1997
- ---------------------------------------------
(Jon S. Saxe)
STANLEY FALKOW* Director March 18, 1997
- ---------------------------------------------
(Stanley Falkow)
GEORGE M. GOULD* Director March 18, 1997
- ---------------------------------------------
(George M. Gould)
MAX LINK* Director March 18, 1997
- ---------------------------------------------
(Max Link)
JURGEN DREWS* Director March 18, 1997
- ---------------------------------------------
(Jurgen Drews)
*By: /s/ LAURENCE JAY KORN
- ---------------------------------------------
(Laurence Jay Korn, Attorney-in-fact)
</TABLE>
II-4
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
- ------ --------------------------------------------------------------------------
<C> <C> <S> <C>
5.1* -- Opinion of Gray Cary Ware & Freidenrich, A Professional Corporation
23.1 -- Consent of Ernst & Young LLP, Independent Auditors
23.2* -- Consent of Counsel (included in Exhibit 5.1)
24.1* -- Power of Attorney
</TABLE>
- ---------------
*Incorporated by reference to Registration Statement on Form S-3 (File No.
333-20941).
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts"
incorporated by reference in the Registration Statement (Form S-3) and related
Prospectus of Protein Design Labs, Inc. for the registration of 316,250 shares
of its Common Stock and to the incorporation by reference therein of our report
dated January 27, 1997 with respect to the financial statements of Protein
Design Labs, Inc. included in its Annual Report (Form 10-K) for the year ended
December 31, 1996 filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Palo Alto, California
March 18, 1997
