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As filed with the Securities and Exchange Commission on June 23, 2000.
Registration No. 333-38664
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
- - - - - - - - - - - - - -
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
- - - - - - - - - - - - - -
ARIAD PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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DELAWARE 22-3106987
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Number)
Organization)
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26 LANDSDOWNE STREET
CAMBRIDGE, MASSACHUSETTS 02139-4234
(617) 494-0400
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
JAY R. LAMARCHE
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
ARIAD PHARMACEUTICALS, INC.
26 LANDSDOWNE STREET
CAMBRIDGE, MASSACHUSETTS 02139-4234
(617) 494-0400
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
With a copy to:
JONATHAN L. KRAVETZ, ESQUIRE
EDWARD P. GONZALES, ESQUIRE
MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
ONE FINANCIAL CENTER
BOSTON, MASSACHUSETTS 02111
(617) 542-6000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED
SALE TO THE PUBLIC: As soon as practical 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, 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, 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. / /
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 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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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.
PROSPECTUS
Subject to Completion, dated June 23, 2000
ARIAD PHARMACEUTICALS, INC.
3,500,000 SHARES OF COMMON STOCK
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- This prospectus will allow us to issue common stock over time. THIS INVESTMENT INVOLVES
This means: A HIGH DEGREE OF RISK.
- we will provide a prospectus supplement each time we issue YOU SHOULD PURCHASE SHARES ONLY IF
common stock. YOU CAN AFFORD A COMPLETE LOSS.
- the prospectus supplement will inform you about the specific
terms of that offering and also may add, update or change SEE "RISK FACTORS"
information contained in this document; and BEGINNING ON PAGE 3.
- you should read this document and any prospectus supplement
carefully before you invest.
- Our common stock trades on the Nasdaq National Market under the
symbol "ARIA."
- Our address is 26 Landsdowne Street, Cambridge, MA 02139, and our
telephone number is (617) 494-0400.
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ON JUNE 22, 2000, THE CLOSING SALE PRICE OF ONE SHARE OF OUR COMMON
STOCK AS QUOTED ON THE NASDAQ NATIONAL MARKET WAS $12.188.
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.
The date of this prospectus is ___________, 2000
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TABLE OF CONTENTS
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Prospectus Summary................................................................. 1
The Offering....................................................................... 2
Risk Factors....................................................................... 3
Forward-Looking Statements......................................................... 11
Where to Find More Information..................................................... 11
Incorporation of Documents by Reference............................................ 12
Use of Proceeds.................................................................... 13
Plan of Distribution............................................................... 14
Legal Matters...................................................................... 14
Experts............................................................................ 14
Indemnification.................................................................... 15
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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. This prospectus is not an offer to sell or a
solicitation of an offer to buy our common stock in any jurisdiction where it is
unlawful. 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 common stock. This preliminary prospectus is
subject to completion prior to this offering.
"ARIAD," the ARIAD logo, ARGENT, RAPID, Rapalogs and Dimerizer Drugs
are trademarks of ARIAD Pharmaceuticals, Inc. Other trademarks and trade names
appearing in this prospectus are the property of their holders. The domain name
and website address www.ariad.com, and all rights thereto, are registered in the
name of and owned by ARIAD Pharmaceuticals, Inc. The information on our website
is not intended to be a part of this prospectus.
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PROSPECTUS SUMMARY
You must also consult the more detailed financial statements, and notes
to financial statements, incorporated by reference in this prospectus. This
prospectus contains forward-looking statements and actual results could differ
materially from those projected in the forward-looking statements as a result of
certain of the risk factors as outlined in this prospectus.
THE COMPANY
We are a biopharmaceutical company focused on the discovery,
development and commercialization of proprietary platform technologies and
small-molecule therapeutic products based on gene regulation and signal
transduction. Our core competencies in functional genomics, protein engineering
and structure-based drug design allow us to capitalize on the wealth of genetic
information being generated by government, academic and commercial laboratories.
We apply this expertise to the development of proprietary technology platforms
that allow manipulation of signal transduction, gene transcription, and protein
secretion events using small-molecule drugs. We believe that our ability to
control the activity of genes and proteins allows us to broadly apply
discoveries in genomics to the development of innovative therapeutic products.
Our major areas of technology and product development are based on our
proprietary methods of intervention in cellular processes, including the
activation of genes. In our regulated gene therapy program, we are developing
products, regulated by small-molecule drugs, for turning on signal transduction,
gene transcription, and protein secretion events. In our signal transduction
inhibitor program, we are developing orally active small-molecule drugs to turn
off specific signal transduction pathways that are critically involved in
disease. We have 12 product candidates in various stages of research and
development, including one preparing to enter Phase 2 clinical trials, two in
preclinical development and nine in earlier stage research. These product
candidates target large markets that are inadequately served by currently
available therapies. We plan to develop some of our product candidates
ourselves. In addition, we intend to commercialize our enabling platform
technologies by licensing them to pharmaceutical and biotechnology companies for
their research and product development programs.
We were incorporated in Delaware in 1991. Our address is ARIAD
Pharmaceuticals, Inc., 26 Landsdowne Street, Cambridge, Massachusetts 02139, and
our telephone number is (617) 494-0400.
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THE OFFERING
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Common stock offered.............................................. 3,500,000 shares
Common stock to be outstanding after the offering................. 29,554,683 shares
Use of proceeds................................................... We anticipate using the net proceeds from
this offering to fund research, development
and product manufacturing, to acquire or
invest in businesses, products and
technologies, to provide working capital and
for general corporate purposes. See "Use of
Proceeds."
Nasdaq National Market symbol..................................... ARIA
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The number of shares of common stock to be outstanding after the
offering is based on the number of shares outstanding as of June 2, 2000 and
excludes:
- 3,432,796 shares of common stock reserved for issuance pursuant to
outstanding stock options at a weighted average exercise price of
$2.46 per share;
- 899,708 shares available for issuance under our 1991 Stock Option
Plan for Employees and Consultants and our 1994 Stock Option Plan
for Non-Employee Directors; and
- 413,959 shares available for issuance under our Employee Stock
Purchase Plan.
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RISK FACTORS
Investing in our common stock is very risky. You should be able to bear
a complete loss of your investment. You should carefully consider the following
factors, in addition to other information contained elsewhere in this prospectus
or incorporated by reference into this prospectus from our other SEC filings.
RISKS RELATING TO OUR BUSINESS
WE MAY NEVER SUCCEED IN DEVELOPING MARKETABLE DRUGS OR GENERATING PRODUCT
REVENUES.
We are an early stage company with no product revenues, and we may not
succeed in producing pharmaceutical products for commercialization. We do not
expect to have any products on the market for several years, if at all. Our main
focus is primarily in conducting research to advance the complex and specialized
technologies we are developing. We are exploring human diseases at the cellular
level. We seek to discover which genes within cells malfunction to cause
disease, which signals are triggered within cells during the disease process to
cause these cells to respond abnormally, and which drugs can halt or reverse
those activities within cells. We also seek to discover multiple regulated gene
therapies and regulated cell therapies that can treat or prevent disease. As
with all science, we face much trial and error, and we may fail at numerous
stages along the way. If we are not successful in developing marketable
products, we will not be profitable.
WE MAY BE UNABLE TO ACCESS VECTORS OR OTHER GENE TRANSFER TECHNOLOGIES THAT WE
WILL NEED TO COMMERCIALIZE OUR GENE THERAPY PRODUCT CANDIDATES.
We may not be able to access the vector technologies required to
develop and commercialize our gene therapy product candidates. We do not own
gene delivery technologies and are reliant on our ability to enter into license
agreements with appropriate academic institutions and/or gene therapy companies
that can provide us with rights to the necessary technology and components of
gene delivery systems. The inability to reach an appropriate agreement with such
an entity on reasonable commercial terms could delay or prevent the preclinical
evaluation, clinical testing, and/or commercialization of our product
candidates. Since many of our potential products are based on gene therapy, our
inability to access gene transfer technology would have significant adverse
effects on a large proportion of our product candidates. If we do not market our
product candidates, we will never become profitable. In addition, the
intellectual property landscape covering gene transfer technologies is currently
uncertain and fragmented. Accordingly, if we select one partner as a source for
selected intellectual property rights, we may find that we have not licensed
sufficient rights to be able to commercialize our products, or we may be forced
to acquire additional rights or discontinue marketing our product candidates
unexpectedly.
WE HAVE INCURRED SIGNIFICANT LOSSES TO DATE AND MAY NEVER BE PROFITABLE.
We have incurred significant operating losses in each year from our
inception in 1991 through 1998 and have an accumulated deficit of approximately
$78 million from our operations through March 31, 2000, after taking into
account a one-time gain of approximately $46 million on the sale on December 31,
1999 of our 50% interest in the Hoechst-ARIAD Genomics Center, LLC. It is likely
that significant operating losses will continue for the foreseeable future. We
currently have no product revenues or commitments for future research revenues,
may never be able to earn such revenue, and may
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never have profitable operations, even if we are able to commercialize any of
our product candidates or enter into additional research agreements. If our
losses continue and we are unable to successfully develop, commercialize,
manufacture and market product candidates, we may never have product revenues or
achieve profitability. Losses have resulted principally from costs incurred in
research and development of product candidates and from general and
administrative costs associated with our operations, including expenses related
to the Hoechst-ARIAD Genomics Center.
INSUFFICIENT FUNDING MAY JEOPARDIZE OUR RESEARCH AND DEVELOPMENT PROGRAMS AND
MAY PREVENT COMMERCIALIZATION OF OUR PRODUCTS AND TECHNOLOGIES, PARTICULARLY IF
WE DO NOT ENTER INTO ANY ADDITIONAL COLLABORATIVE RESEARCH AGREEMENTS.
All of our operating revenue to date has been generated through
collaborative research agreements that have expired or been terminated.
Accordingly, we may not be able to secure the significant funding which is
required to maintain and continue each of our research and development programs
at their current levels. We do not have any committed strategic alliance funding
for the advancement of any of our programs. Although, we intend to seek
additional funding from collaborations or public or private financings, these
may not be available on terms acceptable to us, or at all. If we cannot secure
adequate financing, we may be required to delay, scale back or eliminate one or
more of our research and development programs or to enter into license
arrangements with third parties to commercialize products or technologies that
we would otherwise seek to develop ourselves.
BECAUSE WE DO NOT OWN ALL OF THE OUTSTANDING STOCK OF OUR SUBSIDIARY, ARIAD GENE
THERAPEUTICS, INC., WE MAY NOT REALIZE ALL OF THE POTENTIAL FUTURE ECONOMIC
BENEFIT FROM PRODUCTS DEVELOPED BASED ON TECHNOLOGY LICENSED TO OR OWNED BY OUR
SUBSIDIARY.
Our subsidiary, ARIAD Gene Therapeutics, Inc., or AGTI, holds licenses
from Harvard University, Stanford University, and other universities relating to
ARGENT, a key technology in our regulated gene therapy product development
program. Minority stockholders, including Harvard University, Stanford
University and certain former members of our management, currently own
approximately 6% of the issued and outstanding capital stock of AGTI. Current
members of our senior management and our Advisory Board also have the ability to
acquire, through the exercise of outstanding stock options, an additional 16% of
AGTI's capital stock. We do not currently have a license agreement with AGTI
that provides us with rights to develop and commercialize products based on the
licenses relating to ARGENT. In order to commercialize any product based on this
technology, we will either license this technology on terms to be determined or
commercialize these products directly through AGTI. The economic benefit to our
stockholders from products we commercialize will be diluted by any royalties
paid under a future license agreement, if any, with AGTI. The economic benefit
to our stockholders from products, if any, AGTI may commercialize would be
reduced in an amount related to the percentage owned by the minority
stockholders of AGTI.
Alternatively, we may acquire all of the interests of the minority
stockholders in AGTI for cash, shares of our common stock or other securities of
ours, if any. If we acquire these minority interests for either form of
consideration, it will result in dilution to our stockholders. The economic
value of the minority stockholders' interest is difficult to quantify in the
absence of a public market, and the market price of our publicly-traded common
stock may not accurately reflect its value. Accordingly, the market could change
its perception of the value of this minority interest in our subsidiary at any
time in reaction to our increased emphasis on these products, announcements
regarding these products or for other reasons, any of which could result in a
decline in our stock price. In addition, if we acquire the minority interest at
a cost greater than the value attributed to them by the market, this also could
result in a decline
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in our stock price. If we choose to acquire these interests through a short-form
merger in which we do not solicit the consent of the minority stockholders of
AGTI, we could become subject to an appraisal procedure, which would result in
additional expense and diversion of management resources.
BECAUSE OUR MANAGEMENT BENEFICIALLY OWNS A SIGNIFICANT PERCENTAGE OF THE CAPITAL
STOCK OF OUR SUBSIDIARY, AGTI, THERE MAY BE CONFLICTS OF INTEREST PRESENT IN
DEALINGS BETWEEN ARIAD AND AGTI.
Five members of our senior management team have the right to acquire up
to 7.7% of the outstanding capital stock of AGTI. The same members of our
management beneficially own 9.1% of our outstanding common stock. As a result,
the market may perceive conflicts of interest to exist in dealings between AGTI
and us. AGTI is the exclusive licensee of the ARGENT intellectual property from
Harvard University and Stanford University and, in the event that we
commercialize products based on ARGENT, we will have to negotiate the terms of a
license agreement with AGTI or acquire all of the capital stock of AGTI. Because
of the apparent conflicts of interest, the market may be more inclined to
perceive the terms of any transaction between us and AGTI as being unfair to us.
Any such perception could cause the market price of our common stock to decline.
WE HAVE NO EXPERIENCE IN MANUFACTURING ANY OF OUR PRODUCT CANDIDATES ON A
COMMERCIAL BASIS, WHICH RAISES UNCERTAINTY AS TO OUR ABILITY TO COMMERCIALIZE
OUR PRODUCT CANDIDATES.
We have no experience in, and currently lack the resources and
capability to, manufacture any of our product candidates on a commercial basis.
Our ability to conduct clinical trials and commercialize our product candidates
will depend, in part, on our ability to manufacture our products on a large
scale, either directly or through third parties, at a competitive cost and in
accordance with FDA and other regulatory requirements. We currently do not have
the capacity to manufacture drugs in large quantities. We depend on third-party
manufacturers or collaborative partners for the production of our product
candidates for preclinical research and clinical trials and intend to use
third-party manufacturers to produce any products we may eventually
commercialize. If we are not able to obtain contract manufacturing on
commercially reasonable terms, we may not be able to conduct or complete
clinical trials or commercialize our product candidates, and we do not know
whether we will be able to develop such capabilities.
IF WE ARE UNABLE TO ESTABLISH SALES, MARKETING AND DISTRIBUTION CAPABILITIES OR
TO ENTER INTO AGREEMENTS WITH THIRD PARTIES TO DO SO, WE MAY BE UNABLE TO
SUCCESSFULLY MARKET AND SELL ANY PRODUCTS.
We currently have no sales, marketing or distribution capabilities. If
we are unable to establish sales, marketing or distribution capabilities either
by developing our own sales, marketing and distribution organization or by
entering into agreements with others, we may be unable to successfully sell any
products we are able to begin to commercialize. If we are unable to effectively
sell our products, our ability to generate revenues will be harmed. We may not
be able to hire, in a timely manner, the qualified sales and marketing personnel
we need, if at all. In addition, we may not be able to enter into any marketing
or distribution agreements on acceptable terms, if at all. If we cannot
establish sales, marketing and distribution capabilities as we intend, either by
developing our own capabilities or entering into agreements with third parties,
sales of future products, if any, may be harmed.
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IF OUR PRODUCT CANDIDATES ARE NOT ACCEPTED BY PHYSICIANS AND INSURERS, WE WILL
NOT BE SUCCESSFUL.
Our success is dependent on acceptance of our product candidates. They
may not achieve significant market acceptance among patients, physicians or
third-party payors, even if we obtain necessary regulatory and reimbursement
approvals. Failure to achieve significant market acceptance will harm our
business. We believe that recommendations by physicians and health care payors
will be essential for market acceptance of any product candidates. In the past,
there has been concern regarding the potential safety and effectiveness of gene
therapy products. Physicians and health care payors may conclude that any of our
product candidates are not safe.
THE LOSS OF KEY MEMBERS OF OUR SCIENTIFIC AND MANAGEMENT STAFF COULD DELAY AND
MAY PREVENT THE ACHIEVEMENT OF OUR RESEARCH, DEVELOPMENT AND BUSINESS
OBJECTIVES.
Our Chief Executive Officer, Harvey J. Berger, M.D., our Senior Vice
President and Chief Scientific Officer, Manfred Wiegele, Ph.D., and our Senior
Vice President, Drug Development, John D. Iuliucci, Ph.D., and other key
officers and members of our scientific staff responsible for areas such as
clinical development, drug discovery, cell biology and genetics, structure-based
drug design and protein engineering are important to our specialized scientific
business. We also are dependent upon a few of our scientific advisors to assist
in formulating our research and development strategy. The loss of, and failure
to promptly replace, any one of this group could significantly delay and may
prevent the achievement of our research, development and business objectives.
While we have entered into employment agreements with all of our officers, they
may not remain with us.
COMPETING TECHNOLOGIES MAY RENDER SOME OR ALL OF OUR PROGRAMS OR FUTURE PRODUCTS
NONCOMPETITIVE OR OBSOLETE.
Many well-known pharmaceutical, healthcare and biotechnology companies,
academic and research institutions and government agencies, who have
substantially greater capital, research and development capabilities and
experience than us, are presently engaged in:
- developing products based on signal transduction,
- developing gene therapy products, and
- conducting research and development programs for the treatment
of all the disease areas in which we are focused.
Some of these entities already have product candidates in clinical
trials or in more advanced preclinical studies than we do. They may succeed in
commercializing competitive products before us, which would give them a
competitive advantage. Competing technologies may render some or all of our
programs or future products noncompetitive or obsolete, and we may not be able
to make the enhancements to our technology necessary to compete successfully
with newly emerging technologies. If we are unable to compete in our chosen
markets, we will not become profitable.
WE MAY NOT BE ABLE TO PROTECT OUR INTELLECTUAL PROPRIETARY RIGHTS.
We and our licensors have pending patent applications covering
biochemical and cellular tests useful in drug discovery, new chemical compounds
discovered in our drug discovery programs, certain
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components, configurations and uses of our ARGENT and RAPID systems and methods
and materials for conducting genomics research. These patent applications may
not issue as patents and may not issue in all countries in which we develop,
manufacture or sell our products. In addition, patents issued to us or our
licensors may be challenged and subsequently narrowed, invalidated or
circumvented. In that event, such patents may not afford meaningful protection
for our technologies or product candidates, which would materially impact our
ability to develop and market them. Certain technologies utilized in our
research and development programs are already in the public domain. Moreover, a
number of our competitors have developed technologies, filed patent applications
or obtained patents on technologies and compositions that are related to our
business and may cover or conflict with our patent applications. Such conflicts
could limit the scope of the patents that we may be able to obtain or may result
in the denial of our patent applications. If a third party were to obtain
intellectual proprietary protection for any of these technologies, we may be
required to challenge such protections, terminate or modify our programs that
rely on such technologies or obtain licenses for use of these technologies.
WE MAY BE UNABLE TO DEVELOP OR COMMERCIALIZE OUR PRODUCT CANDIDATES IF WE ARE
UNABLE TO OBTAIN OR MAINTAIN CERTAIN LICENSES.
We have entered into license agreements for some of our technologies,
either directly or through AGTI. We are currently attempting to obtain
additional licenses for technology useful to our regulated gene therapy program.
Our inability to obtain any one or more of these licenses, on commercially
reasonable terms, or at all, or to circumvent the need for any such license,
could cause significant delays and cost increases and materially affect our
ability to develop and commercialize our product candidates. We also use gene
sequences or proteins encoded by those sequences and other biological materials
in each of our research programs which are, or may become, patented by others
and to which we would be required to obtain licenses in order to develop or
market our product candidates. Some of our programs, including our regulated
gene therapy program, may require the use of multiple proprietary technologies,
especially vectors and therapeutic genes. Obtaining licenses for these
technologies may require us to make cumulative royalty payments or other
payments to several third parties, potentially reducing amounts paid to us or
making the cost of our products commercially prohibitive.
Some of our licenses obligate us to exercise diligence in pursuing the
development of product candidates, to make specified milestone payments, and to
pay royalties. In some instances, we are responsible for the costs of filing and
prosecuting patent applications. These licenses generally expire upon the
earlier of a fixed term of years after the date of the license or the expiration
of the applicable patents, but each license is also terminable by the other
party upon default by us of our obligations. Our inability or failure to meet
our diligence requirements or make any payments required under these licenses
would result in a reversion to the licensor of the rights granted which, with
respect to the licenses where we have obtained exclusive rights, would
materially and adversely affect our ability to develop and market products based
on our licensed technologies.
IF WE DEVELOP A PRODUCT FOR COMMERCIAL USE, A SUBSEQUENT PRODUCT
LIABILITY-RELATED CLAIM OR RECALL COULD HAVE AN ADVERSE EFFECT ON OUR BUSINESS.
Our business exposes us to potential product liability risks inherent
in the testing, manufacturing and marketing of pharmaceutical products, and we
may not be able to avoid significant product liability exposure. A product
liability-related claim or recall could be detrimental to our business. In
addition, except for insurance covering product use in our clinical trials, we
do not currently have any product liability insurance, and we may not be able to
obtain or maintain such insurance on acceptable terms, or we may not be able to
obtain any insurance to provide adequate coverage against potential liabilities.
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Our inability to obtain sufficient insurance coverage at an acceptable cost or
otherwise to protect against potential product liability claims could prevent or
limit the commercialization of any products we develop.
RISKS RELATING TO GOVERNMENTAL APPROVALS
WE HAVE LIMITED EXPERIENCE IN CONDUCTING CLINICAL TRIALS, WHICH MAY CAUSE DELAYS
IN COMMENCING AND COMPLETING CLINICAL TRIALS OF OUR PRODUCT CANDIDATES.
Clinical trials must meet FDA and foreign regulatory requirements. We
have limited experience in conducting the preclinical studies and clinical
trials necessary to obtain regulatory approval. Consequently, we may encounter
problems in clinical trials that may cause us or the FDA or foreign regulatory
agencies to delay, suspend or terminate these trials. If the clinical trials of
our products fail, we will not be able to market our product candidates.
Problems we may encounter include the chance that we may not be able to conduct
clinical trials at preferred sites, obtain sufficient test subjects or begin or
successfully complete clinical trials in a timely fashion, if at all.
Furthermore, we, the FDA or foreign regulatory agencies may suspend clinical
trials at any time if we or they believe the subjects participating in the
trials are being exposed to unacceptable health risks or if we or they find
deficiencies in the clinical trial process or conduct of the investigation. The
FDA and foreign regulatory agencies could also require additional clinical
trials, which would result in increased costs and significant development
delays. Our failure to adequately demonstrate the safety and effectiveness of a
therapeutic drug under development could delay or prevent regulatory approval of
the product candidate and could have a material adverse effect on our business.
ADVERSE MEDICAL EVENTS AND/OR A HOSTILE REGULATORY AND POLITICAL ENVIRONMENT
COULD DELAY OR PREVENT THE COMMERCIALIZATION OF OUR GENE THERAPY PRODUCT
CANDIDATES.
The recent death of a patient in a clinical trial of
adenovirus-mediated gene therapy has heightened awareness of the potential risks
associated with early-stage clinical evaluation of gene therapies. In addition,
several deaths in other gene therapy clinical trials have recently been
publicized. While not apparently caused by the gene transfer procedure, these
deaths were not promptly reported to the FDA. As a result of these events, the
field of gene therapy has come under greater scrutiny from regulatory
authorities, politicians and the public at large. The FDA has halted all
clinical trials of gene therapy at the University of Pennsylvania, and U.S.
Senate hearings have been held to examine the broader questions of the safety
and ethics of gene therapy. Although we do not anticipate using adenoviral
vectors in our product candidates, the new environment of greater scrutiny for
gene therapy may significantly delay the development of our gene therapy product
candidates. We may be required to conduct more extensive preclinical testing in
order to perform clinical trials on our product candidates. Regulatory approval
of our gene therapy product candidates may require more extensive clinical
studies than anticipated, which could delay commercialization of our gene
therapy product candidates. Further adverse events in gene therapy trials and/or
decisions of regulatory and other governmental agencies could result in a
moratorium or even termination of all clinical studies on gene therapy at some
or all medical centers in the United States or other countries. Such events
could seriously jeopardize the development and commercialization of our gene
therapy product candidates. In addition, should our product candidates be
approved for marketing, adverse public perception of the gene therapy field may
limit our ability successfully to market any gene therapy products.
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WE MAY NOT BE ABLE TO OBTAIN GOVERNMENT REGULATORY APPROVAL FOR OUR PRODUCT
CANDIDATES PRIOR TO MARKETING.
To date, we have not submitted a marketing application for any product
candidate to the FDA or any foreign regulatory agency, and none of our product
candidates have been approved for commercialization in the United States or
elsewhere. Any product candidate ready for commercialization would be subject to
an extensive and lengthy governmental regulatory approval process in the United
States and in other countries. We may not be able to obtain regulatory approval
for any products we develop or even if approval is obtained, the labeling for
such products may be required to bear limitations that could materially impact
the marketability and profitability of the product involved. We have no history
of conducting and managing the clinical testing necessary to obtain such
regulatory approval. Satisfaction of these regulatory requirements, which
includes satisfying the FDA and foreign regulatory authorities that the product
is both safe and effective under its recommended conditions of use, typically
takes several years or more depending upon the type, complexity and novelty of
the product and requires the expenditure of substantial resources. Furthermore,
the regulatory requirements governing our potential products are uncertain. This
uncertainty may result in excessive costs or extensive delays in the regulatory
approval process, adding to the already lengthy review process. If regulatory
approval of a product is granted, such approval will be limited to those disease
states and conditions for which the product is proven useful, as demonstrated by
clinical trials, and our products will be subject to ongoing regulatory reviews.
Although we have been granted orphan drug designation by the FDA for AP1903, the
small-molecule drug used in our graft-versus-host disease, or GvHD, cell therapy
product candidate, this designation may be challenged by others or may prove to
be of no practical benefit.
WE WILL NOT BE ABLE TO SELL OUR PRODUCT CANDIDATES, IF WE OR OUR THIRD-PARTY
MANUFACTURERS FAIL TO COMPLY WITH FDA MANUFACTURING REGULATIONS.
Before we can begin to commercially manufacture our product candidates,
we must either secure manufacturing in an approved manufacturing facility or
obtain regulatory approval of our own manufacturing facility and process. In
addition, manufacture of our product candidates must comply with the FDA's
current Good Manufacturing Practices requirements, commonly known as cGMP. The
cGMP requirements govern, among other things, quality control and documentation
policies and procedures. We, or any third-party manufacturer of our product
candidates, may not be able to comply with cGMP requirements, which would
prevent us from selling such products. Material changes to the manufacturing
processes of our products after approvals have been granted are also subject to
review and approval by the FDA or other regulatory agencies.
EVEN IF WE BRING PRODUCTS TO MARKET, WE MAY BE UNABLE TO EFFECTIVELY PRICE OUR
PRODUCTS OR OBTAIN ADEQUATE REIMBURSEMENT FOR SALES OF OUR PRODUCTS, WHICH WOULD
PREVENT OUR PRODUCTS FROM BECOMING PROFITABLE.
If we succeed in bringing our product candidates to the market, they
may not be considered cost-effective, and reimbursement to the consumer may not
be available or may not be sufficient to allow us to sell our products on a
competitive basis. In both the United States and elsewhere, sales of medical
products and treatments are dependent, in part, on the availability of
reimbursement to the consumer from third-party payors, such as government and
private insurance plans. Third-party payors are increasingly challenging the
prices charged for pharmaceutical products and services. Our business is
affected by the efforts of government and third-party payors to contain or
reduce the cost of health care through various means. In the United States,
there have been and will continue to be a number of federal and state proposals
to implement government controls on pricing. In addition, the emphasis on
managed care in the United States has increased and will continue to increase
the pressure on the pricing of
9
<PAGE> 13
pharmaceutical products. We cannot predict whether any legislative or regulatory
proposals will be adopted or the effect these proposals or managed care efforts
may have on our business.
RISKS RELATING TO OUR COMMON STOCK
RESULTS OF OUR OPERATIONS AND GENERAL MARKET CONDITIONS FOR BIOTECHNOLOGY STOCKS
COULD RESULT IN THE SUDDEN CHANGE IN THE VALUE OF OUR STOCK.
As a biopharmaceutical company, we have experienced significant
volatility in our common stock. Fluctuations in our operating results and
general market conditions for biotechnology stocks could have a significant
impact on the volatility of our common stock price. During 1999, our stock price
ranged from a high of $4.25 to a low of $0.50, and from January 1, 2000 to June
2, 2000 our stock price has ranged from a high of $48.50 to a low of $2.81.
Factors contributing to such volatility include:
- results of preclinical studies and clinical trials,
- evidence of the safety or effectiveness of pharmaceutical
products,
- announcements of new collaborations,
- failure to enter into collaborations,
- our funding requirements,
- announcements of technological innovations or new therapeutic
products,
- governmental regulation, including gene therapy oversight,
- healthcare legislation,
- developments in patent or other proprietary rights, including
litigation,
- general market trends for the biotechnology industry and
related high technology industries, and
- the impact of changing interest rates and policies of the
Federal Reserve.
On March 14, 2000, the market price of the stock of many
genomics-related biotechnology companies declined in response to a joint
statement by President Clinton of the United States and Prime Minister Blair of
the United Kingdom on the need for broad availability of raw human sequence data
from the human genome project. These companies included many companies, such as
ours, whose fundamental businesses and product development efforts do not
involve generation or sale of large amounts of gene sequence data, but rather
the development of technology and products that make use of a company's
proprietary knowledge of the role of specific gene sequences in human health or
other commercial application. Although the stock of many of these companies
subsequently rebounded after the market apparently realized that these companies
were not dependent on the patentability of raw gene sequencing data, similar
announcements or developments in the future could have similar disproportionate
effects on our stock price.
10
<PAGE> 14
FORWARD-LOOKING STATEMENTS
Some of the statements under the captions "Prospectus Summary," "Risk
Factors" and "Use of Proceeds" and elsewhere in this prospectus are
"forward-looking statements" concerning our operations, economic performance and
financial condition. These forward-looking statements include, but are not
limited to, statements about our plans, objectives, expectations and intentions
and other statements contained in the prospectus that are not historical facts.
When used in this prospectus, the words "anticipates," "believes," "continue,"
"could," "estimates," "expects," "intends," "may," "plans," "seeks," "should" or
"will" or the negative of these terms or similar expressions are generally
intended to identify forward-looking statements. Forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, and within the
meaning of Section 21E of the Securities Exchange Act of 1934, are included, for
example, in the discussions about:
- our strategy;
- sufficiency of our cash resources;
- revenues from existing and new collaborations;
- product development;
- our research and development and other expenses; and
- our operational and legal risks.
These forward-looking statements involve risks and uncertainties.
Actual results may differ materially from those expressed or implied in those
statements. Factors that could cause these differences include, but are not
limited to, those discussed under "Risk Factors."
WHERE TO FIND MORE INFORMATION
We are subject to the reporting requirements of the Securities Exchange
Act of 1934 and file annual, quarterly and current reports, proxy statements
and other information with the SEC. You may read and copy these reports, proxy
statements and other information at the SEC's public reference facilities at
Judiciary Plaza, 450 Fifth Street, N.W, Washington, D.C. 20549, Seven World
Trade Center, 13th floor, New York, New York 10048 and at Northwest Atrium
Center, 500 W Madison Street, Suite 1400, Chicago, Illinois 60661-2511. You can
request copies of these documents by writing to the SEC and paying a fee for the
copying cost. Please call the SEC at 1-800-SEC-0330 for more information about
the operation of the public reference facilities. SEC filings are also available
at the SEC's Web site at http://www.sec.gov. Our common stock is listed on the
Nasdaq National Market, and you can read and inspect our filings at the offices
of the National Association of Securities Dealers, Inc. at 1735 K Street,
Washington, D.C. 20006.
This prospectus is only part of a Registration Statement on Form S-3
that we have filed with the SEC under the Securities Act of 1933 and therefore
omits certain information contained in the Registration Statement. We have also
filed exhibits and schedules with the Registration Statement that are excluded
from this prospectus, and you should refer to the applicable exhibit or schedule
for a complete description of any statement referring to any contract or other
document. You may inspect a copy of the Registration Statement, including the
exhibits and schedules, without charge, at the public reference room or obtain a
copy from the SEC upon payment of the fees prescribed by the SEC.
11
<PAGE> 15
INCORPORATION OF DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" information that we
file with them. Incorporation by reference allows us to disclose important
information to you by referring you to those other documents. The information
incorporated by reference is an important part of this prospectus, and
information that we file later with the SEC will automatically update and
supersede this information. We filed a Registration Statement on Form S-3 under
the Securities Act of 1933 with the SEC with respect to the common stock being
offered pursuant to this prospectus. This prospectus omits certain information
contained in the Registration Statement, as permitted by the SEC. You should
refer to the Registration Statement, including the exhibits, for further
information about us and the common stock being offered pursuant to this
prospectus. Statements in this prospectus regarding the provisions of certain
documents filed with, or incorporated by reference in, the Registration
Statement are not necessarily complete and each statement is qualified in all
respects by that reference. Copies of all or any part of the Registration
Statement, including the documents incorporated by reference or the exhibits,
may be obtained upon payment of the prescribed rates at the offices of the SEC
listed above. We incorporate by reference the documents listed below and any
future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 until we sell all of our shares of common stock.
The documents we are incorporating by reference are:
- Annual Report on Form 10-K for the year ended December 31,
1999, filed on March 28, 2000;
- Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000, filed on May 11, 2000;
- Amendment to Quarterly Report on Form 10-Q/A for the quarter
ended March 31, 2000, filed on May 11, 2000;
- Current Report on Form 8-K dated December 31, 1999, filed on
January 18, 2000;
- Current Report on Form 8-K dated January 14, 2000, filed on
January 18, 2000;
- Current Report on Form 8-K dated March 27, 2000, filed on
April 4, 2000;
- Current Report on Form 8-K dated June 19, 2000, filed on June
19, 2000;
- Form 15 Certification and Notice of Termination of
Registration or Suspension of Duty to File Reports, filed on
June 19, 2000; and
- The description of the common stock contained in our
Registration Statement on Form 10 filed with the SEC on June
25, 1993, including any amendments or reports filed for the
purpose of updating such description.
Upon request, we will provide without charge to each person to whom a
copy of this prospectus has been delivered a copy of any information that was
incorporated by reference in the prospectus (other than exhibits to documents,
unless the exhibits are specifically incorporated by reference into the
prospectus). We will also provide upon request, without charge to each person to
whom a copy of this prospectus has been delivered, a copy of all documents filed
by us from time to time with the SEC pursuant to the Securities Exchange Act of
1934. Requests for copies should be directed to:
Jay R. LaMarche
Executive Vice President
and Chief Financial Officer
ARIAD Pharmaceuticals, Inc.
26 Landsdowne Street
Cambridge, MA 02139-4234
(617) 494-0400
12
<PAGE> 16
This prospectus is part of a Registration Statement we filed with the
SEC. You should rely only on the information incorporated by reference in or
provided in this prospectus and the Registration Statement. We have not
authorized any other person to provide you with different information. We are
not making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information in this prospectus is
accurate as of any date other than the date on the front of this document.
USE OF PROCEEDS
We cannot guarantee that we will receive any proceeds in connection
with this offering.
We intend to use the net proceeds of this offering, if any, to fund
research, development and product manufacturing, to provide working capital and
for general corporate purposes. We may also use a portion of the net proceeds to
acquire or invest in businesses, products and technologies that are
complementary to our own, although no acquisitions are planned or being
negotiated as of the date of this prospectus, and no portion of the net proceeds
has been allocated for any specific acquisition. Pending these uses, the net
proceeds will be invested in investment-grade, interest-bearing securities.
The principal purposes of this offering are to increase our
capitalization and our operating and financial flexibility. As of the date of
this prospectus, we cannot specify with certainty all of the particular uses for
the net proceeds we will have upon completion of this offering. Accordingly, our
management will have broad discretion in the application of net proceeds, if
any.
Based upon our current operating plan, we believe that our available
cash and existing sources of revenue, together with proceeds of this offering,
if any, and interest earned thereon, will be adequate to satisfy our capital
needs until at least the end of the year 2001.
13
<PAGE> 17
PLAN OF DISTRIBUTION
We may offer the common stock:
- directly to purchasers;
- to or through underwriters;
- through dealers, agents or institutional investors; or
- through a combination of such methods.
Regardless of the method used to sell the common stock, we will provide
a prospectus supplement that will disclose:
- the identity of any underwriters, dealers, agents or
investors who purchase the common stock;
- the material terms of the distribution, including the
number of shares sold and the consideration paid;
- the amount of any compensation, discounts or commissions
to be received by the underwriters, dealers or agents;
- the terms of any indemnification provisions, including
indemnification from liabilities under the federal
securities laws; and
- the nature of any transaction by an underwriter, dealer or
agent during the offering that is intended to stabilize or
maintain the market price of the common stock.
LEGAL MATTERS
The validity of the issuance of the common stock offered in this
prospectus is being passed upon for us by Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo, P.C., Boston, Massachusetts. Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C., and certain members of their families and trusts for their benefit
own an aggregate of approximately 4,000 shares of our common stock.
EXPERTS
The consolidated financial statements incorporated in this prospectus
by reference from the Company's Annual Report on Form 10-K for the year ended
December 31, 1999 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report, which is incorporated herein by reference,
which report expresses an unqualified opinion and includes an explanatory
paragraph referring to a change in accounting principle relating to start-up
activities, and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
14
<PAGE> 18
INDEMNIFICATION
Section 145(a) of the General Corporation Law of the State of Delaware
provides that a Delaware corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no cause to believe his conduct was unlawful.
Section 145(b) provides that a Delaware corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses actually
and reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted under similar standards, except that no
indemnification may be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation unless and
only to the extent that the court in which such action or suit was brought shall
determine that despite the adjudication of liability, such person is fairly and
reasonably entitled to be indemnified for such expenses which the court shall
deem proper.
Section 145 further provides that to the extent a director or officer
of a corporation has been successful in the defense of any action, suit or
proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses
actually and reasonably incurred by him in connection therewith; that
indemnification provided for by Section 145 shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled; and that the
corporation may purchase and maintain insurance on behalf of a director or
officer of the corporation against any liability asserted against him or
incurred by him in any such capacity or arising out of his status as such
whether or not the corporation would have the power to indemnify him against
such liabilities under such Section 145.
Our Certificate of Incorporation, as amended, and By-laws, as amended,
provide for indemnification of our directors and officers to the fullest extent
permitted by law. The By-laws also permit the Board of Directors to authorize us
to purchase and maintain insurance against any liability asserted against any
director, officer, employee or agent of ours arising out of his capacity as
such. Insofar as indemnification for liabilities under the Securities Act may be
permitted to directors, officers, or controlling persons of ours pursuant to our
Certificate of Incorporation, as amended, our By-laws, as amended, and the
Delaware General Corporation Law, we have been informed that in the opinion of
the SEC such indemnification is against public policy as expressed in such Act
and is therefore unenforceable.
As permitted by Section 102(b)(7) of the Delaware General Corporation
Law, our Certificate of Incorporation, as amended, provides that our directors
shall not be personally liable to us or our stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to us or our stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174
15
<PAGE> 19
of the Delaware General Corporation Law, relating to prohibited dividends or
distributions or the repurchase or redemption of stock or (iv) for any
transaction from which the director derives an improper personal benefit. As a
result of this provision, we and our stockholders may be unable to obtain
monetary damages from a director for breach of his or her duty of care.
COMMISSION POLICY
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling us, we have
been informed that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.
16
<PAGE> 20
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the Company's estimates (other than the
SEC and Nasdaq registration fees) of the expenses in connection with the
issuance and distribution of the shares of common stock being registered.
<TABLE>
<CAPTION>
ITEM AMOUNT
---- ------
<S> <C>
SEC registration fee........................ $ 10,511.00
Nasdaq listing fee.......................... 17,500.00
Legal fees and expenses..................... 15,000.00
Accounting fees and expenses................ 5,000.00
Miscellaneous fees and expenses............. 1,989.00
--------------
Total....................................... $ 50,000.00
==============
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
See "Indemnification" contained in Part I hereof, which is incorporated
herein by reference.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
4.1 Certificate of Incorporation of the Company, as amended.
(Filed as Exhibit 3.1 to the Registrant's Registration
Statement on Form 10 filed with the Securities and Exchange
Commission on June 25, 1993 and incorporated herein by
reference.)
4.2 Restated By-laws of the Company, as amended.
4.3 Amendment of Certificate of Incorporation of the Company,
dated April 8, 1994. (Filed as Exhibit 3.3 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993 filed with the Securities and
Exchange Commission on April 15, 1994 and incorporated
herein by reference.)
4.4 Amendment of Certificate of Incorporation of the Company,
dated October 4, 1994. (Filed as Exhibit 3.4 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994 filed with the Securities and
Exchange Commission on March 30, 1995 and incorporated
herein by reference.)
</TABLE>
II-1
<PAGE> 21
<TABLE>
<S> <C>
4.5 Rights Agreement, dated as of June 8, 2000, between the
Company and State Street Bank and Trust Company, which
includes the Form of Certificate of Designations in respect
of the Series A Preferred Stock, as Exhibit A, the Form of
Right Certificate as Exhibit B and the Summary of Rights to
Purchase Series A Preferred Stock as Exhibit C. (Previously
filed and incorporated by reference to Form 8-A of the
Company filed with the Securities and Exchange Commission on
June 19, 2000).
4.6 Form of Common Stock Certificate (Previously filed and
incorporated by reference to Registration Statement on Form
10 of the Company filed with the Securities and Exchange
Commission on June 25, 1993).
5.1 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C. regarding legality
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C. (see Exhibit 5.1)
24.1* Power of Attorney (included on signature page)
</TABLE>
------------------
* Previously filed.
ITEM 17. UNDERTAKINGS
A. Rule 415 Offering.
The undersigned registrant hereby undertakes:
(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 Securities Act of 1933;
(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 the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
II-2
<PAGE> 22
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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.
B. Filings Incorporating Subsequent Exchange Act Documents by Reference.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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.
C. Registration Statement Permitted by Rule 430A under the Securities Act
of 1933.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act of 1933 shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, 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.
D. Request for Acceleration of Effective Date.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, may be permitted to directors, officers, and controlling persons of
the registrant pursuant to the provisions described in Item 15 or otherwise, the
registrant has 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 the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant 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, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
II-3
<PAGE> 23
SIGNATURES
Pursuant to 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 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 Cambridge and Commonwealth of Massachusetts on the
23rd day of June, 2000.
ARIAD PHARMACEUTICALS, INC.
By /s/ Harvey J. Berger
-------------------------------------
Harvey J. Berger, M.D.
Chairman of the Board of Directors,
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>
/s/ Harvey J. Berger Chairman of the Board of Directors, President June 23, 2000
----------------------------- and Chief Executive Officer (Principal Executive Officer)
Harvey J. Berger, M.D.
/s/ Jay R. LaMarche Executive Vice President, Chief Financial Officer, Treasurer and June 23, 2000
----------------------------- Director (Principal Financial and Accounting Officer)
Jay R. LaMarche
* Director June 23, 2000
-----------------------------
Vaughn D. Bryson
* Director June 23, 2000
-----------------------------
Philip Felig, M.D.
* Director June 23, 2000
-----------------------------
John M. Deutch, Ph.D.
* Director June 23, 2000
-----------------------------
Sandford D. Smith
* Director June 23, 2000
-----------------------------
Ralph Snyderman, M.D.
* Director June 23, 2000
-----------------------------
Raymond S. Troubh
</TABLE>
* By executing his name hereto, Jay R. LaMarche is signing this document on
behalf of the persons indicated above pursuant to powers of attorney duly
executed by such persons and filed with the SEC.
By: /s/ Jay R. LaMarche
-------------------
Jay R. LaMarche
(Attorney-in-fact)
<PAGE> 24
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
4.1 Certificate of Incorporation of the Company, as amended.
(Filed as Exhibit 3.1 to the Registrant's Registration
Statement on Form 10 filed with the Securities and Exchange
Commission on June 25, 1993 and incorporated herein by
reference.)
4.2 Restated By-laws of the Company, as amended.
4.3 Amendment of Certificate of Incorporation of the Company,
dated April 8, 1994. (Filed as Exhibit 3.3 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993 filed with the Securities and
Exchange Commission on April 15, 1994 and incorporated
herein by reference.)
4.4 Amendment of Certificate of Incorporation of the Company,
dated October 4, 1994. (Filed as Exhibit 3.4 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994 filed with the Securities and
Exchange Commission on March 30, 1995 and incorporated
herein by reference.)
4.5 Rights Agreement, dated as of June 8, 2000, between the
Company and State Street Bank and Trust Company, which
includes the Form of Certificate of Designations in respect
of the Series A Preferred Stock, as Exhibit A, the Form of
Right Certificate as Exhibit B and the Summary of Rights to
Purchase Series A Preferred Stock as Exhibit C. (Previously
filed and incorporated by reference to Form 8-A of the
Company filed with the Securities and Exchange Commission on
June 19, 2000).
4.6 Form of Common Stock Certificate (Previously filed and
incorporated by reference to Registration Statement on Form
10 of the Company filed with the Securities and Exchange
Commission on June 25, 1993).
5.1 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C. regarding legality
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C. (see Exhibit 5.1)
24.1* Power of Attorney (included on signature page)
</TABLE>
-----------------------
* Previously filed.
