<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 14, 2000
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MATRIX PHARMACEUTICAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-2957068
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
34700 CAMPUS DRIVE
FREMONT, CALIFORNIA 94555
(510) 742-9900
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
--------------------
MICHAEL D. CASEY
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
MATRIX PHARMACEUTICAL, INC.
34700 CAMPUS DRIVE
FREMONT, CALIFORNIA 94555
(510) 742-9900
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------------
COPIES TO:
THOMAS E. SPARKS, JR., ESQ. JAMES R. TANENBAUM, ESQ.
PILLSBURY MADISON & SUTRO LLP STROOCK & STROOCK & LAVAN LLP
P.O. BOX 7880 180 MAIDEN LANE
SAN FRANCISCO, CALIFORNIA 94120 NEW YORK, NEW YORK 10038-4982
(415) 983-1000 (212) 806-5400
--------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE 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 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: /X/
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering: / /
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>
AMOUNT TO BE PROPOSED PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES REGISTERED MAXIMUM AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED OFFERING PRICE PRICE (1) REGISTRATION FEE
PER SHARE (1)
---------------------------------------------------------- -------------- ---------------- ------------------ -----------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value ........................... 2,500,000 $14.78 $36,950,000 $9,754.80
shares
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based upon the average of the high and low price
reported on the Nasdaq National Market on July 13, 2000.
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 WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE.
================================================================================
<PAGE>
PRELIMINARY PROSPECTUS Subject to completion, dated July 14, 2000
--------------------------------------------------------------------------------
2,500,000 Shares
MATRIX PHARMACEUTICAL, INC.
Common Stock
--------------------------------------------------------------------------------
This prospectus relates to the public offering, which is not being
underwritten, of 2,500,000 shares of our common stock by some of our current
stockholders. These stockholders acquired the shares directly from us in a
private placement completed on July 12, 2000. We will not receive any
proceeds from the sale of these shares.
The selling stockholders may sell the shares at prices determined by
the prevailing market price for the shares or in negotiated transactions. The
selling stockholders may also sell the shares to or with the assistance of
broker-dealers, who may receive compensation in excess of their customary
commissions.
Our common stock is traded on the Nasdaq National Market under the
symbol "MATX." On July 13, 2000 the last reported sale price of our common
stock was $15.13 per share.
---------------------
BEFORE BUYING ANY SHARES YOU SHOULD READ THE DISCUSSION OF MATERIAL
RISKS OF INVESTING IN OUR COMMON STOCK IN "RISK FACTORS" BEGINNING ON PAGE 3.
---------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES, OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
<PAGE>
FORWARD-LOOKING STATEMENTS
This prospectus includes forward-looking statements concerning our
operations, economic performance and financial condition, including, in
particular, our business strategy and means to implement the strategy, our
goals, the size of our markets we intend to compete in and the likelihood of
our success in developing and expanding our business. These statements are
based on a number of assumptions and estimates which are inherently subject
to significant risks and uncertainties, many of which are beyond our control
and reflect future business conditions which are subject to change. A variety
of factors, some of which are set forth under "Risk Factors" in this
prospectus, could cause actual results to differ materially from those
anticipated and reflected in our forward-looking statements.
Consequently, all of the forward-looking statements made or
incorporated by reference in this prospectus are qualified by these
cautionary statements, and you are cautioned not to place undue reliance on
these forward-looking statements, which reflect management's analysis,
judgment, belief or expectation only as of the date of this prospectus. We
undertake no obligation to publicly revise these forward-looking statements
to reflect events or circumstances that arise after the date of this
prospectus or to publicly release the results of any revisions to the
forward-looking statements that may be made to reflect events or
circumstances after the date of this prospectus. In addition to the
disclosure contained in this prospectus, you should carefully review any
disclosure of risks and uncertainties contained in other documents we file or
have filed from time to time with the Securities and Exchange Commission
according to the Securities Exchange Act of 1934, as amended.
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BUSINESS
Matrix-Registered Trademark- Pharmaceutical, Inc. is a
development-stage company that is developing novel drug product candidates
for cancer based on its internal research and development capabilities and
through in-licensing of product candidates from other pharmaceutical
companies.
We are a leader in the formulation and development of novel
pharmaceutical product candidates that are designed to improve the delivery
of cancer drugs for more effective treatment of solid tumors. We have applied
our expertise in tumor biology and physiology, advanced imaging techniques,
pharmaceutical chemistry, polymer chemistry, analytical chemistry and
biochemistry, and chemical engineering to develop proprietary systems that
facilitate the direct delivery and retention of anticancer agents in solid
tumors. We have developed aqueous-based protein gel systems for delivery of
water-soluble chemotherapeutic agents and non-aqueous semi-solid systems for
delivery of chemotherapeutic agents that are poorly water soluble. Two
product candidates that utilize our aqueous-based protein gel systems are
currently being evaluated in human clinical trials. These are
IntraDose-Registered Trademark- (cisplatin/epinephrine) Injectable Gel and
MPI 5020 Radiopotentiator. IntraDose incorporates cisplatin, an established
chemotherapeutic agent. MPI 5020 incorporates fluorouracil, another
established chemotherapeutic agent.
In addition to developing product candidates based on our
technology, we also license product candidates for development, utilizing our
expertise to identify and subsequently implement appropriate development
strategies for compounds which we have licensed from others. We are
developing FMdC, which we licensed from a third party, as an
intravenously-administered therapeutic in non-small cell lung cancer,
colorectal cancer, hematologic and other cancers.
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RISK FACTORS
THIS OFFERING INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY
CONSIDER THE RISKS AND UNCERTAINTIES DESCRIBED BELOW AND THE OTHER
INFORMATION IN AND INCORPORATED BY REFERENCE IN THIS PROSPECTUS BEFORE
DECIDING WHETHER TO INVEST IN OUR COMMON STOCK. IF ANY OF THE FOLLOWING RISKS
ACTUALLY OCCUR, OUR BUSINESS, FINANCIAL CONDITION OR OPERATING RESULTS COULD
BE MATERIALLY ADVERSELY AFFECTED. THIS COULD CAUSE THE MARKET PRICE OF THE
COMMON STOCK TO DECLINE, AND YOU MAY LOSE PART OR ALL OF YOUR INVESTMENT.
THE REGULATORY APPROVAL PROCESS IS EXPENSIVE, TIME CONSUMING, AND UNCERTAIN
AND MAY PREVENT US FROM OBTAINING REQUIRED APPROVALS FOR THE
COMMERCIALIZATION OF OUR PRODUCTS OR MAY NEGATIVELY IMPACT THE ONGOING
MARKETING OF APPROVED PRODUCTS.
The pre-clinical and clinical testing, manufacturing, and marketing
of our products are subject to extensive regulation by numerous governmental
authorities in the United States and other countries, including the Food and
Drug Administration, or FDA. Among other requirements, the FDA must approve
our product candidates, manufacturing processes and production facilities
before we may market our products in the United States. Similarly, a foreign
governmental authority must typically approve the marketing of a product
before that product's manufacturer can market it in a particular foreign
country. We have only limited experience in submitting and pursuing
regulatory applications. The process of obtaining FDA approvals can be
costly, time consuming and subject to unanticipated delays, and we can give
no assurance that the FDA will grant us any approvals on a timely basis, or
at all. We have no products approved by the FDA and we do not expect to
achieve profitable operations unless our product candidates now under
development receive FDA and foreign regulatory approval and are thereafter
commercialized successfully.
The process of obtaining FDA regulatory approval involves a number
of steps that, taken together, may involve seven years or more from the
initiation of clinical trials and require the expenditure of substantial
resources. Among other requirements, this process requires that the product
candidate undergo extensive pre-clinical and clinical testing to demonstrate
its safety and efficacy for its intended uses. We must also file a New Drug
Application, or NDA, requesting FDA approval. When a product contains more
than one component that contributes to the product's effect, as do some of
our current product candidates, the FDA may request that additional data be
submitted in order to demonstrate the contribution of each such component to
clinical efficacy. Further, when we submit an NDA, the FDA must review and
interpret our analysis of the results of our clinical studies submitted as
part of the NDA. An FDA interpretation may differ from our analysis and we
cannot assure that the FDA will accept our data or our interpretation of that
data. In addition, changes in applicable law or FDA policy during the period
of product development and FDA regulatory review may result in the delay or
rejection of our NDA. Any failure to obtain, or delay in obtaining, FDA
approvals would harm our ability to market our proposed products. Moreover,
even if FDA approval is granted, the approval may include significant
limitations on indicated uses for which a product could be marketed.
In addition, prior to approval of a product, the FDA must inspect
and accept the product's manufacturing facilities as being in compliance with
its Good Manufacturing Practices, or GMP, regulations. We cannot assure that
the FDA will accept our San Diego manufacturing facility, and failure to
receive or maintain such acceptance would prevent us from successfully
commercializing our products.
Violations of regulatory requirements at any stage, including the
preclinical and clinical testing process, the approval process or after
approval, may result in adverse consequences, including the FDA's delay in
approving or refusal to approve a product, withdrawal of an approved product
from the market, and/or the imposition of criminal penalties against the
manufacturer and/or the NDA holder. In addition, the subsequent discovery of
previously unknown problems relating to a marketed product may result in
restrictions on such product, manufacturer, or the NDA holder, including
withdrawal of the product from the market. Also, new government requirements
may be established that could delay or prevent regulatory approval of our
products under development.
The processes required by European regulatory authorities before our
product candidates can be marketed in Western Europe are similar to those in
the United States. We must first complete appropriate pre-clinical laboratory
and animal tests as well as analytical product quality tests and then submit
a clinical trial exemption or similar documentation
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before we can initiate human clinical trials. Upon completion of adequate and
well-controlled clinical trials in humans that establish that the drug is
safe and efficacious, we must obtain regulatory approval from the relevant
regulatory authorities.
CLINICAL TRIALS REQUIRED BY THE FDA AND OTHER REGULATORY AGENCIES CAN BE
LENGTHY, EXPENSIVE AND MAY NOT PROVIDE POSITIVE RESULTS.
We have conducted and plan to continue to undertake extensive and
costly clinical testing to assess the safety and efficacy of our potential
products. If we fail to comply with FDA regulations applicable to clinical
testing it could result in delay, suspension, or cancellation of this
testing, or refusal by the FDA to accept the results of this testing. In
addition, the FDA or we may modify or suspend clinical trials at any time if
the FDA concludes that the subjects or patients participating in the trials
are being exposed to unacceptable health risks. Further, we cannot assure
that human clinical testing will show any current or future product candidate
to be safe and effective or provide data suitable for submission to the FDA.
We are currently conducting multiple clinical trials in the United
States and certain foreign countries. The rate of completion of our clinical
trials depends upon, among other factors, the rate of patient enrollment.
Patient enrollment is a function of many factors, including the size of the
patient population, the nature of the protocol, the proximity of patients to
clinical sites and the eligibility criteria for the study. We experienced
slower than planned accrual of patients in our two recently completed Phase
III trials. Delays in completing enrollment in other clinical studies may
result in increased costs and delays, which could harm our business.
Generally, similar considerations apply to clinical testing that is subject
to regulatory oversight by foreign authorities and/or that is intended to be
used in connection with foreign marketing applications.
Additionally, we extended enrollment in a Phase II Intradose trial
beyond the original number of patients planned for that study. Final study
results may be different from the preliminary outcomes as more patients are
entered into the study and as patients are followed for a longer period of
time.
WE HAVE A HISTORY OF LOSSES AND OUR FUTURE PROFITABILITY IS UNCERTAIN.
We incorporated in 1985 and have experienced significant losses
since that date. As of March 31, 2000, our accumulated deficit was
$193,123,000. Our net loss for the year ended December 31, 1999 and the 3
months ended March 31, 2000 was $20,998,000 and $5,156,000 respectively. We
have not generated revenues from our products or product candidates and
expect to incur significant additional losses over the next several years. In
order to achieve a profitable level of operations, we must successfully
develop products, obtain regulatory approvals for our products, enter into
agreements for product commercialization outside the United States, and
develop an effective sales and marketing organization in the United States.
We cannot assure that we will complete our product development efforts, that
we will obtain the required regulatory approvals, that we will manufacture or
market any products successfully, or that we will achieve profitability.
WE WILL REQUIRE ADDITIONAL FINANCING TO DEVELOP AND COMMERCIALIZE OUR
PRODUCTS. ADDITIONAL FINANCING MAY NOT BE READILY AVAILABLE.
We have expended and will continue to expend substantial funds to
complete the research and development of our product candidates. We may
require additional funds for these purposes and for the establishment of
sales and marketing functions through additional equity or debt financings,
collaborative arrangements with corporate partners or from other sources. We
cannot assure that such additional funds will be available on acceptable
terms, if at all. Our failure to raise additional funds would require us to
scale back or eliminate some or all of our research and development license
programs to third parties of products or technologies that we would otherwise
seek to develop ourselves. Based on our current operating plan, we believe
that our existing capital resources will be adequate to satisfy our capital
needs through at least 2001.
WE HAVE LIMITED SALES AND MARKETING EXPERIENCE, AND IF WE ARE UNABLE TO
DEVELOP OUR OWN SALES AND MARKETING CAPABILITY, WE MAY BE UNSUCCESSFUL IN
COMMERCIALIZING OUR PRODUCTS.
We intend to market and sell some of our product candidates, if
successfully developed and approved, through our own dedicated sales force in
the United States and through pharmaceutical licensees in Europe. We cannot
assure that we will be able to establish a successful direct sales
organization or co-promotion or distribution arrangements. In addition, we
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cannot assure that we will be able to fund our marketing and sales expenses,
much of which would be incurred before sales commence. If we fail to
establish a marketing and sales capability in the United States or outside
the United States we will not be able to successfully commercialize our
products.
WE HAVE LIMITED MANUFACTURING EXPERIENCE AND MAY NOT BE ABLE TO MANUFACTURE
PRODUCTS ON A COMMERCIAL SCALE.
Our ability to conduct clinical trials on a timely basis, to obtain
regulatory approvals and to commercialize our products will depend in part
upon our ability to manufacture our products, either directly or through
third parties, at a competitive cost and in accordance with applicable FDA
and other regulatory requirements, including GMP regulations. We closed our
manufacturing facilities in San Jose and Milpitas, California in March 1998
and transferred manufacturing personnel to a research and manufacturing
facility in San Diego, California that we acquired in 1995 to meet our
anticipated long-term commercial scale production requirements. We expect
that the San Diego facility and contract manufacturers should provide
sufficient production capacity to meet our clinical requirements. We cannot
assure that we will be able to validate this facility in a timely manner or
that this facility will be adequate for our long-term needs without delaying
our ability to meet product demand or to manufacture in a cost-effective
manner. We expect to continue to use selected contract manufacturers, in
addition to our own manufacturing capability, for some or all of our product
components. If we fail to establish additional manufacturing capacity on a
timely basis we will not be able to successfully commercialize our products.
OUR DEPENDENCE ON SUPPLIERS FOR MATERIALS COULD IMPAIR OUR ABILITY TO
MANUFACTURE OUR PRODUCTS.
Several of the materials used in our product candidates are
available from a limited number of suppliers. These items, including collagen
gel and various bulk drug substances, have generally been available to us on
commercially reasonable terms. If our manufacturing facilities are not able
to produce sufficient quantities of collagen gel in accordance with
applicable regulations, we would have to obtain collagen gel from another
source and gain regulatory approval for that source. We cannot assure that we
would be able to locate an alternative, cost-effective and FDA approvable
source of supply for collagen gel.
We have negotiated and intend to continue to negotiate supply
agreements, as appropriate, for the raw materials and components utilized in
our products. Any interruption of supply could impair our ability to
manufacture our products, complete clinical trials, or commercialize our
products. In addition, the issuance in 1996 of a U.S. patent for cisplatin, a
chemotherapeutic drug that is the active compound in our IntraDose Injectable
Gel product, could limit our ability to commercialize this product in the
United States if the newly-issued patent were upheld, if IntraDose were found
to infringe that patent, and if we were unable to obtain a license under that
patent.
OUR PATENTS AND PROPRIETARY RIGHTS MAY NOT KEEP US FROM INFRINGING THE RIGHTS
OF OTHERS OR MAY NOT PROHIBIT POTENTIAL COMPETITORS FROM COMMERCIALIZING
PRODUCTS.
Our success depends in part on our ability to obtain patent
protection for our products and to preserve our trade secrets and operate
without infringing on the proprietary rights of third parties. We have not
conducted an exhaustive patent search and we cannot assure that patents do
not exist or could not be filed which would negatively affect our ability to
market our products or maintain our competitive position with respect to our
products. Additionally, our patents may not prevent others from developing
competitive products using related technology. Further, other companies that
obtain patents claiming products or processes useful to us may bring
infringement actions against us. As a result we may be required to obtain
licenses from others to develop, manufacture or market our products. We
cannot assure that we will be able to obtain any such licenses on
commercially reasonable terms, if at all. We also rely on trade secrets and
proprietary know-how that we seek to protect, in part, by confidentiality
agreements with our employees, consultants, suppliers and licensees. We
cannot assure that these third parties will not breach these agreements, that
we would have adequate remedies for any breach, or that our trade secrets
will not otherwise become known or be independently developed by competitors.
We cannot assure that the U.S. Patent and Trademark Office, or PTO,
will approve our pending patent applications, or that any patent issued to,
or licensed by us will provide protection that has commercial significance.
In this regard, the patent position of pharmaceutical compounds and
compositions is particularly uncertain. Even issued patents may later be
modified or revoked by the PTO in proceedings instituted by others or us. In
addition, we cannot assure that our patents will afford protection against
competitors with similar compounds or technologies, that others will not
obtain patents with claims
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similar to those covered by our patents or applications, or that the patents
of others will not adversely affect our ability to conduct our business.
In 1996, for instance, the PTO granted a composition-of-matter
patent for the cytotoxic drug cisplatin in the United States to a
pharmaceutical company. This company's licensed use patent on cisplatin as an
anti-tumor agent was due to expire in December 1996. We believe on advice of
patent counsel that our IntraDose product candidate, which contains
cisplatin, does not infringe this new composition-of-matter patent. Moreover,
the 7th U.S. District Court found the key claims of this new patent invalid
in October 1999. However, if the court's decision is appealed and overturned,
and if IntraDose were found to infringe that upheld patent, we cannot assure
that we would be able to obtain a license to the patent on commercially
reasonable terms, if at all, in order to commercialize IntraDose in the
United States.
We believe that obtaining foreign patents may be more difficult than
obtaining domestic patents because of differences in patent laws, and
recognize that our patent position therefore may be stronger in the United
States than abroad. In addition, the protection provided by foreign patents,
once they are obtained, may be weaker than that provided by domestic patents.
RAPID TECHNOLOGICAL CHANGE AND SUBSTANTIAL COMPETITION MAY IMPAIR OUR
BUSINESS.
The pharmaceutical industry is subject to rapid and substantial
technological change. Technological competition in the industry from
pharmaceutical and biotechnology companies, universities, governmental
entities and others diversifying into the field is intense and is expected to
increase. Most of these entities have significantly greater research and
development capabilities, as well as substantially more marketing, financial
and managerial resources than us, and represent significant competition for
us. Acquisitions of, or investments in, competing biotechnology companies by
large pharmaceutical companies could increase these competitors' financial,
marketing and other resources. We cannot assure that developments by others
will not render our products or technologies noncompetitive or that we will
be able to keep pace with technological developments. Competitors have
developed or are in the process of developing technologies that are, or in
the future may be, the basis for competitive products. Some of these products
may have an entirely different approach or means of accomplishing similar
therapeutic endpoints than products that we are developing. These competing
products may be more effective and less costly than the products that we are
developing. In addition, conventional drug therapy, surgery and other more
familiar treatments and modalities will compete with our products.
Any product that we successfully develop and for which we gain
regulatory approval must then compete for market acceptance and market share.
Accordingly, important competitive factors, in addition to completion of
clinical testing and the receipt of regulatory approval, will include product
efficacy, safety, timing and scope of regulatory approvals, availability of
supply, marketing and sales capability, reimbursement coverage, pricing and
patent protection.
HEALTHCARE REFORM AND RESTRICTIONS ON REIMBURSEMENT MAY LIMIT OUR RETURNS ON
OUR PRODUCTS.
The continuing efforts of governmental and third party payers to
contain or reduce the costs of health care through various means may affect
the future revenues, profitability, and availability of capital for
biopharmaceutical companies. For example, in certain foreign markets pricing
or profitability of prescription pharmaceuticals is subject to government
control. In the United States, there have been, and we expect that there will
continue to be, a number of federal and state proposals to implement similar
government control. Specific legislation is currently being reviewed
concerning the reimbursement of oncology drugs. While we cannot predict
whether any such legislative or regulatory proposals will be adopted, the
announcement or adoption of such proposals could negatively affect our
prospects.
Our ability to commercialize our products successfully will depend
in part on the extent to which appropriate oncology-related reimbursement
levels for the cost of such products and related treatment are obtained from
government authorities, private health insurers and other organizations, such
as health maintenance organizations, or HMOs. Third-party payers are
increasingly challenging the prices charged for medical products and
services. Also, the trend towards managed health care in the United States
and the concurrent growth of organizations like HMOs, which could control or
significantly influence the purchase of health care services and products, as
well as legislative proposals to reform health care or reduce government
insurance programs, may limit prices we can charge for our products. The cost
containment measures that health care payers and providers are instituting
and the effect of any health care reform could impair our ability to sell our
products and may negatively affect our business.
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IF WE LOSE QUALIFIED MANAGEMENT AND SCIENTIFIC PERSONNEL OR ARE UNABLE TO
ATTRACT AND RETAIN SUCH PERSONNEL, WE MAY BE UNABLE TO SUCCESSFULLY DEVELOP
OUR PRODUCTS OR WE MAY BE SIGNIFICANTLY DELAYED IN DEVELOPING OUR PRODUCTS.
Because of the specialized nature of our business, our ability to
maintain our competitive position depends on our ability to attract and
retain qualified management and scientific personnel. We operate in
geographical areas where competition for such critical resources is intense,
time consuming and expensive. We cannot assure that we will be able to
continue to attract or retain such persons.
WE MAY HAVE SIGNIFICANT PRODUCT LIABILITY EXPOSURE.
We face an inherent business risk of exposure to product liability
and other claims in the event that the use of products during research or
commercialization is alleged to have resulted in adverse effects. While we
will continue to take precautions, we may not avoid significant product
liability exposure. Although we maintain product liability insurance for
clinical studies and contract service activities, this coverage may not be
adequate. We may not be able to obtain adequate insurance coverage for future
clinical or commercial activities at all, or at an acceptable cost. If we are
sued for any injury caused by our technology or products, our liability could
exceed our assets.
WE USE HAZARDOUS MATERIALS IN OUR BUSINESS. ANY CLAIMS RELATING TO IMPROPER
HANDLING, STORAGE OR DISPOSAL COULD BE TIME CONSUMING AND COSTLY.
Our research and development involves the controlled use of
hazardous materials, such as cytotoxic drugs, other toxic and carcinogenic
chemicals and various radioactive compounds. Although we believe that our
safety procedures for handling and disposing of such materials comply with
the standards prescribed by federal, state and local regulations, we cannot
completely eliminate the risk of accidental contamination or injury from
these materials. In the event of this type of accident, we could be held
liable for any resulting damages, and any such liability could be extensive.
We are also subject to substantial regulation relating to occupational health
and safety, environmental protection, hazardous substance control, and waste
management and disposal. If we fail to comply with such regulations, we could
be subject to, among other things, fines and criminal liability.
Certain chemotherapeutic agents that we employ in our aqueous-based
protein systems, Anhydrous Delivery Vehicles, and regional delivery
technology are known to have toxic side effects, particularly when used in
traditional methods of administration. Each product incorporating a
chemotherapeutic agent will require separate FDA approval as a new drug under
the procedures specified above. Bovine collagen is a significant component of
our protein matrix. Two rare autoimmune connective tissue conditions,
polymyositis and dermatomyositis, have been alleged to occur with increased
frequency in patients who have received cosmetic collagen treatments. Based
upon the occurrence of these conditions, the FDA requested a major
manufacturer of bovine collagen products for cosmetic applications to
investigate the safety of such uses of its collagen. In October 1991, an
expert panel convened by the FDA to examine this issue found no statistically
significant relationships between injectable collagen and the occurrence of
autoimmune disease, but noted that certain limitations in the available data
made it difficult to establish a statistically significant association.
In addition, bovine sourced materials are of some concern because of
transmission of Bovine Spongiform Encephalopathy, or BSE. We have taken
precautions to minimize the risk of contamination of our collagen with BSE,
including the use of United States-sourced hides. The Committee For
Proprietary Medicinal Products, a steering committee of the European
Medicines Evaluation Agency, has determined that materials made from bovine
skin are unlikely to result in any risk of contamination, indicating minimal
risk of transmission of BSE.
OUR STOCK PRICE COULD CONTINUE TO BE VOLATILE AND YOU MAY NOT BE ABLE TO
RESELL YOUR SHARES AT OR ABOVE THE PRICE YOU PAID FOR THEM. ADDITIONALLY, WE
HAVE NOT DECLARED ANY DIVIDENDS.
The market price for our common stock has been highly volatile, and,
in addition, the market for biopharmaceutical and biotechnology companies'
securities has from time to time experienced significant price and volume
fluctuations that are unrelated to the operating performance of particular
companies.
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The following factors, among others, could have significant impact
on the market for our common stock:
- Future announcements concerning us
- Future announcements concerning our competitors
- Future announcements concerning other biopharmaceutical
products
- Governmental regulation
- Developments in patent or other proprietary rights
- Litigation or public concern as to the safety of products that
we or others have developed
- Changes or announcements of changes in reimbursement policies
- Period to period fluctuations in our operating results
- Changes in estimates of our performance by securities analysts
- General market conditions
We have not paid any cash dividends on our Common Stock and do not
anticipate paying any dividends in the foreseeable future.
OUR ANTI-TAKEOVER PROVISIONS COULD DISCOURAGE POTENTIAL TAKEOVER ATTEMPTS.
Some of the provisions of our Certificate of Incorporation and
Bylaws may make it more difficult for a third party to acquire, or discourage
a third party from attempting to acquire, control of us. These provisions
could limit the price that certain investors might be willing to pay in the
future for shares of our common stock. Our Board of Directors has the
authority to issue shares of preferred stock and to determine the price,
rights, preferences, privileges and restrictions of those shares without any
further vote or action by the stockholders.
The rights of the holders of common stock will be subject to, and
may be adversely affected by, the rights of the holders of any Preferred
Stock that may be issued in the future. The issuance of preferred stock,
while providing desirable flexibility in connection with possible
acquisitions and other corporate purposes, could have the effect of making it
more difficult for a third party to acquire a majority of our outstanding
voting stock. We have no present plans to issue shares of preferred stock.
Some of the provisions of Delaware law applicable to us could also delay or
make more difficult a merger, tender offer or proxy contest involving us,
including Section 203 of the Delaware General Corporation Law, which
prohibits a Delaware corporation from engaging in any business combination
with any interested stockholder for a period of three years unless specific
conditions are met.
ADDITIONAL OR UPDATED RISK FACTORS
Prior to making an investment decision with respect to the common
stock offered hereby, prospective investors should also carefully consider
any specific factors set forth under a caption "risk factors" in the
applicable prospectus supplement, if any, together with all of the other
information appearing in this prospectus or the prospectus supplement or
incorporated by reference into this prospectus.
8
<PAGE>
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares
of common stock offered hereby.
ISSUANCE OF COMMON STOCK TO SELLING STOCKHOLDERS
On July 12, 2000, pursuant to Stock Purchase Agreements, we sold an
aggregate of 2,500,000 shares of our common stock to the selling stockholders
in a private placement offering. This prospectus covers the resale of the
2,500,000 shares of our common stock issued in connection with the private
placement to the selling stockholders.
INCOME TAX CONSIDERATIONS
You should consult your own tax advisor about the income tax issues
and consequences of holding and disposing of our common stock.
SELLING STOCKHOLDERS
The following table shows the names of the selling stockholders, and
their share ownership information as of July 13, 2000. Share ownership
information is based solely upon information furnished to us by the selling
stockholders:
<TABLE>
<CAPTION>
Shares of Common Stock Shares of Shares Beneficially
Beneficially Held At Common Stock Owned After Sale of
July 13, 2000 Being Offered Common Stock
---------------------- ------------- -----------------------
Selling Stockholder Number Percent* Number Percent
------------------- ------ -------- ------ -------
<S> <C> <C> <C> <C> <C>
SMALLCAP World Fund, Inc. 1,500,000 5.9% 1,500,000 0 0
UBS O'CONNOR LLC F/B/O UBS GLOBAL
EQUITY ARBITRAGE MASTER LIMITED 750,000 2.9% 750,000 0 0
DOMAIN PUBLIC EQUITY PARTNERS L.P. 250,000 1.0% 250,000 0 0
</TABLE>
* Based on shares outstanding as of April 30, 2000
There has been no material relationship between the selling stockholders and
us in the past three years except obligations which arose out of the
agreements dated as of July 12, 2000 by and among us and the selling
stockholders.
9
<PAGE>
PLAN OF DISTRIBUTION
The selling stockholders may sell the shares from time to time. The
selling stockholders will act independently of us in making decisions
regarding the timing, manner and size of each sale. The sales may be made on
one or more exchanges or in the over-the-counter market or otherwise, at
prices and at terms then prevailing or at prices related to the then current
market price, or in negotiated transactions. The selling stockholders may
effect these transactions by selling the shares to or through broker-dealers.
The shares may be sold by one or more of, or a combination of, the following:
- a block trade in which the broker-dealer will attempt to sell
the shares as agent but may position and resell a portion of
the block as principal to facilitate the transaction,
- purchases by a broker-dealer as principal and resale by a
broker-dealer for its account under this prospectus,
- an exchange distribution in accordance with the rules of an
exchange,
- ordinary brokerage transactions and transactions in which the
broker solicits purchasers, and
- in privately negotiated transactions.
To the extent required, this prospectus may be amended or
supplemented from time to time to describe a specific plan of distribution.
If the plan of distribution involves an arrangement with a broker-dealer for
the sale of shares through a block trade, special offering, exchange
distribution or secondary distribution or a purchase by a broker or dealer,
the amendment or supplement will disclose:
- the name of each selling stockholder and of the participating
broker-dealer(s),
- the number of shares involved,
- the price at which the shares were sold,
- the commissions paid or discounts or concessions allowed to
the broker-dealer(s), where applicable,
- that a broker-dealer(s) did not conduct any investigation to
verify the information set out or incorporated by reference in
this prospectus, and
- other facts material to the transaction.
The selling stockholders may enter into hedging transactions with
broker-dealers in connection with distributions of the shares or otherwise.
In these transactions, broker-dealers may engage in short sales of the shares
in the course of hedging the positions they assume with selling stockholders.
The selling stockholders also may sell shares short and redeliver the shares
to close out short positions. The selling stockholders may enter into option
or other transactions with broker-dealers which require the delivery to the
broker-dealer of the shares. The broker-dealer may then resell or otherwise
transfer the shares under this prospectus. The selling stockholders also may
loan or pledge the shares to a broker-dealer. The broker-dealer may sell the
loaned shares, or upon a default the broker-dealer may sell the pledged
shares under this prospectus.
Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from selling stockholders.
Broker-dealers or agents may also receive compensation from the purchasers of
the shares for whom they act as agents or to whom they sell as principals, or
both. Compensation as to a particular broker-dealer might be in excess of
customary commissions and will be in amounts to be negotiated in connection
with the sale. Broker-dealers or agents and any other participating
broker-dealers or the selling stockholders may be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act of 1933, as
amended, in connection with sales of the shares. Accordingly, any commission,
discount or concession received by them and any profit on the resale of the
shares purchased by them may be deemed to be underwriting discounts or
commissions under the Securities Act. Because selling stockholders may be
deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act, the selling stockholders will be subject to the prospectus
delivery requirements of the Securities Act. In addition, any securities
covered by this prospectus which qualify for sale under Rule 144 promulgated
under the Securities Act may be sold under Rule 144 rather than under
10
<PAGE>
this prospectus. The selling stockholders have advised us that they have not
entered into any agreements, understandings or arrangements with any
underwriters or broker-dealers regarding the sale of their securities. There
is no underwriter or coordinating broker acting in connection with the
proposed sale of shares by the selling stockholders.
The shares will be sold only through registered or licensed brokers
or dealers if required under applicable state securities laws. In addition,
in some states the shares may not be sold unless they have been registered or
qualified for sale in the applicable state or an exemption from the
registration or qualification requirement is available and is complied with.
Under applicable rules and regulations under the Securities Exchange
Act of 1934, as amended, any person engaged in the distribution of the shares
may not simultaneously engage in market making activities with respect to our
common stock for a period of two business days prior to the commencement of
the distribution. In addition, each selling stockholder will be subject to
applicable provisions of the Exchange Act and the associated rules and
regulations under the Exchange Act, including Regulation M, which provisions
may limit the timing of purchases and sales of shares of our common stock by
the selling stockholders. We will make copies of this prospectus available to
the selling stockholders and have informed them of the need to deliver copies
of this prospectus to purchasers at or prior to the time of any sale of the
shares.
We will bear all costs, expenses and fees in connection with the
registration of the shares. The selling stockholders will bear all
commissions and discounts, if any, attributable to the sales of the shares.
The selling stockholders may agree to indemnify any broker-dealer or agent
that participates in transactions involving sales of the shares against
specific liabilities, including liabilities arising under the Securities Act.
The selling stockholders have agreed to indemnify specific persons, including
broker-dealers and agents, against specific liabilities in connection with
the offering of the shares, including liabilities arising under the
Securities Act.
11
<PAGE>
LEGAL MATTERS
Pillsbury Madison & Sutro, LLP, San Francisco, California, will pass
on the validity of our common stock being registered. A member of Pillsbury
Madison & Sutro LLP has been granted options to purchase 40,000 shares of the
our common stock.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our
(consolidated) financial statements included in our Annual report on form
10-K for the year ended December 31, 1999, as set forth in their report,
which is incorporated by reference in this prospectus and elsewhere in the
registration statement. Our financial statements are incorporated by
reference in reliance on Ernst & Young LLP's report, given on their authority
as experts in accounting and auditing prospectus.
12
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You can
inspect and copy this registration statement on Form S-3 of which this
prospectus is a part (File No. 333- ), as well as reports, proxy statements
and other information filed by us, at the public reference facilities
maintained by the Securities and Exchange Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following regional offices
of the Securities and Exchange Commission: 7 World Trade Center, Suite 1300,
New York, New York 10048 and Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. You can obtain copies of this material from
the Public Reference Room of the Securities and Exchange Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. You can call
the Securities and Exchange Commission at 1-800-732-0330 for information
regarding the operations of its Public Reference Room. The Securities and
Exchange Commission also maintains a World Wide Web site at
http:\\www.sec.gov that contains reports, proxy and information statements,
and other information regarding registrants like our company that file
electronically.
The Securities and Exchange Commission allows us to "incorporate by
reference" information in this prospectus and other information that we file
with the Commission, which means that we can disclose important information
to you by referring to those documents. The information incorporated by
reference is an important part of this prospectus, and information that we
file later with the Securities and Exchange Commission will automatically
update and replace this information. We incorporate by reference the
documents listed below and any future filings made by us with the Securities
and Exchange Commission under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 until we have sold all of the securities that
we have registered:
1. Our Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, including information in our proxy
statement in connection with our 2000 Annual Meeting of
Stockholders;
2. Our Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2000; and
3. Our Current Report on Form 8-K filed July 11, 2000.
4. The description of our common stock set forth in the
registration statement of Form 8-A filed on December 19, 1991,
together with amendments nos. one and two on Form 8 filed
January 23, 1992 and January 27, 1992, respectively.
The reports and other documents that we file after the date of this
prospectus will update and supersede the information in this prospectus.
If you make a request for this information in writing or by
telephone, we will provide you without charge, a copy of any or all of the
information incorporated by reference in the registration statement of which
this prospectus is a part. Requests for this information should be submitted
in writing to: Matrix Pharmaceutical, Inc., 34700 Campus Drive, Fremont,
California, 94555; (510) 742-9900 Attn: President.
13
<PAGE>
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE
NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT
CONTAINED IN THIS PROSPECTUS. THE SELLING STOCKHOLDERS ARE OFFERING TO SELL,
AND SEEKING OFFERS TO BUY SHARES OF MATRIX PHARMACEUTICAL, INC. COMMON STOCK
ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED. THE INFORMATION
CONTAINED IN THIS PROSPECTUS IS ACCURATE ONLY AS OF THE DATE OF THIS
PROSPECTUS, REGARDLESS OF THE TIME OF DELIVERY OF THIS PROSPECTUS OR OF ANY
SALE OF THE MATRIX PHARMACEUTICAL COMMON STOCK.
-----------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Forward-Looking Statements ....................................................1
Business ......................................................................2
Risk Factors ..................................................................3
Use of Proceeds ...............................................................9
Selling Stockholders ..........................................................9
Plan of Distribution .........................................................10
Legal Matters ................................................................12
Experts ......................................................................12
Where You Can Find More Information ..........................................13
</TABLE>
2,500,000 Shares
MATRIX
PHARMACEUTICAL, INC.
COMMON STOCK
-------------------
PRELIMINARY
PROSPECTUS
JULY , 2000
-------------------
14
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated fees and expenses
payable by Matrix Pharmaceutical, Inc. in connection with the issuance and
distribution of the securities registered:
<TABLE>
<S> <C>
Registration fee............................................................... $ 9,754.80
Placement Agent Fees........................................................... 1,875,000.00
Printing, duplicating and engraving expenses................................... 5,000.00
Legal fees and expenses, other than Blue Sky................................... 150,000.00
Transfer Agent and Registrar fees.............................................. 10,000.00
Accounting fees and expenses................................................... 50,000.00
Blue sky fees and expenses..................................................... 10,000.00
Miscellaneous.................................................................. 20,000.20
-------------
Total................................................................. $2,129,755.00
=============
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides for the
indemnification of officers, directors, and other corporate agents in terms
sufficiently broad to indemnify such persons under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act. Our Amended and Restated Certificate of Incorporation and
Bylaws provide for indemnification of our directors, officers, employees and
other agents to the extent and under the circumstances permitted by the
Delaware General Corporation Law. We have also entered into agreements with
our directors and officers that will require us, among other things, to
indemnify them against some liabilities that may arise by reason of their
status or service as directors or officers to the fullest extent not
prohibited by law.
ITEM 16. EXHIBITS.
See the Exhibit Index attached to this Registration Statement and
incorporated by reference.
ITEM 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, the Act, may be permitted to our
directors, officers and controlling persons pursuant to the foregoing
provisions, or otherwise, we have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by us of expenses incurred or paid by a director, officer or
controlling person of ours in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, we will, unless in the
opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the
II-1
<PAGE>
question whether such indemnification by us is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
We hereby undertake:
(1) To file during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement; (i) to include any prospectus required
by Section 10(a)(3) of the Act; (ii) to reflect in the
prospectus any facts or events arising after the effective
date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in this registration statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this
registration statement or any material change to such
information in this registration statement; provided, however,
that paragraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by us
pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any
liability under the Act, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
(4) For purposes of determining any liability under
the Act, each filing of our annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act which is
incorporated by reference in this registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-2
<PAGE>
EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
5.1 Opinion of Pillsbury Madison & Sutro LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1)
24.1 Power of Attorney (see page II-4)
</TABLE>
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, we
certify that we have reasonable grounds to believe that we meet all of the
requirements for filing on Form S-3 and have duly caused this registration
statement to be signed on our behalf by the undersigned, thereunto duly
authorized, in the City of Fremont, State of California, on July 14, 2000.
MATRIX PHARMACEUTICAL, INC.
By: // S // Michael D. Casey
-------------------------------------
Michael D. Casey,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints David G. Ludvigson as his or
her true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he or she might or could
do in person, lawfully do or cause to be done by virtue thereof.
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.
Dated: July 14, 2000 // S // Michael D. Casey
----------------------------------------
Michael D. Casey
Chairman, President and Chief Executive
Officer (Principal Executive Officer)
II-4
<PAGE>
Dated: July 14, 2000 // S // David G. Ludvigson
----------------------------------------
David G. Ludvigson
Senior Vice President,
Chief Operating Officer and
Chief Financial Officer
(Principal Financial and Accounting
Officer)
Dated: July 13, 2000 // S // J. Stephan Dolezalek
----------------------------------------
J. Stephan Dolezalek
Director
----------------------------------------
Stephen B. Howell, M.D.
Director
Dated: July 13, 2000 // S // Marvin E. Jaffe, M.D.
----------------------------------------
Marvin E. Jaffe, M.D.
Director
----------------------------------------
Bradley G. Lorimer
Director
Dated: July 14, 2000 // S // Julius L. Pericola
----------------------------------------
Julius L. Pericola
Director
II-5
