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REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TRANSKARYOTIC THERAPIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 2836 04-3027191
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION OR
ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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195 ALBANY STREET
CAMBRIDGE, MASSACHUSETTS 02139
(617) 349-0200
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
RICHARD F SELDEN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
TRANSKARYOTIC THERAPIES, INC.
195 ALBANY STREET
CAMBRIDGE, MASSACHUSETTS 02139
(617) 349-0200
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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Copy to:
MICHAEL LYTTON, ESQ.
PALMER & DODGE LLP
ONE BEACON STREET
BOSTON, MASSACHUSETTS 02108
(617) 573-0100
Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date of this Registration Statement.
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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, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration number of the earlier effective
registration statement for the same offering. [X] 333-31957
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 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,
check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS AMOUNT MAXIMUM AGGREGATE AMOUNT OF
OF SECURITIES TO BE TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
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Common Stock, $.01 par value per
share................................. 100,000 $31.6875 $3,168,750 $961
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(1) Estimated for purposes of calculating the registration fee pursuant to Rule
457(c) under the Securities Act of 1933, as amended, on the basis of the
average of the high and low sales price of the Registrant's Common Stock on
July 23, 1997 ($31.6875).
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 SECTION 8(a), MAY
DETERMINE.
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This Registration Statement is being filed with respect to the registration
of additional shares of common stock, $.01 par value per share, of Transkaryotic
Therapies, Inc., a Delaware corporation, for an offering pursuant to Rule 462(b)
under the Securities Act of 1933, as amended. The contents of the earlier
effective registration statement (File No. 333-31957) (the "Earlier Registration
Statement") are incorporated in this Registration Statement by reference. The
form of prospectus contained in the Earlier Registration Statement will reflect
the aggregate amount of securities registered in this Registration Statement and
the Earlier Registration Statement.
The required opinions and consents are listed on an Exhibit Index attached
hereto and filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth
of Massachsuetts, on July 29, 1997.
TRANSKARYOTIC THERAPIES, INC.
By: DANIEL E. GEFFKEN
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Daniel E. Geffken
Vice President, Finance and
Chief Financial 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 indicated.
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SIGNATURE TITLE DATE
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* President, Chief Executive July 29, 1997
- ---------------------------------------- Officer, Treasurer and Director
Richard F. Selden (principal executive officer)
DANIEL E. GEFFKEN Vice President, Finance and Chief July 29, 1997
- ---------------------------------------- Financial Officer (prncipal
Daniel E. Geffken financial and accounting officer)
* Director July 29, 1997
- ----------------------------------------
William R. Miller
* Director July 29, 1997
- ----------------------------------------
Rodman W. Moorhead, III
* Director July 29, 1997
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James E. Thomas
* Director July 29, 1997
- ----------------------------------------
Peter Wirth
*By: DANIEL E. GEFFKEN
- ----------------------------------------
Daniel E. Geffken
Attorney-in-fact
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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5.1 Opinion of Palmer & Dodge LLP
23.1 Consent of Palmer & Dodge LLP (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
24.1 Power of Attorney
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* Filed with the Company's Registration Statement on Form S-1
(Registration No. 333-31957).
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PALMER & DODGE LLP
ONE BEACON STREET
BOSTON, MA 02108-3190
TELEPHONE: (617) 573-0100 FACSIMILE (617) 227-4420
JULY 29, 1997
TRANSKARYOTIC THERAPIES, INC.
195 ALBANY STREET
CAMBRIDGE, MASSACHUSETTS 02139
We are rendering this opinion in connection with the Registration Statement
on Form S-1 (the "Registration Statement") filed by Transkaryotic Therapies,
Inc. (the "Company") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, on or about the date hereof. The
Registration Statement relates to up to 100,000 shares of the Company's Common
Stock, $0.01 par value (the "Shares"). We understand that the Shares are to be
offered and sold in the manner described in the Registration Statement.
We have acted as your counsel in connection with the preparation of the
Registration Statement. We are familiar with the proceedings of the Board of
Directors on July 23, 1997 in connection with the authorization, issuance and
sale of the Shares (the "Resolutions"). We have examined such other documents as
we consider necessary to render this opinion.
Based upon the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued and delivered by the Company against payment
therefor at the price to be determined pursuant to the Resolutions, will be
validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as a part of the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus filed as part thereof.
Very truly yours,
/s/ PALMER & DODGE LLP
PALMER & DODGE LLP
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EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
on Form S-1 of Transkaryotic Therapies, Inc. filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended, of our report dated February 14, 1997,
and to the reference to our firm under the captions "Selected Financial Data"
and "Experts" included in such Registration Statement (Form S-1 No. 333-31957)
and related Prospectus of Transkaryotic Therapies, Inc.
/s/ ERNST & YOUNG LLP
Boston, Massachusetts
July 28, 1997
