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As filed with the Securities and Exchange Commission on September 20, 1996.
REGISTRATION NO. 333-09987
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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PROCEPT, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-2893483
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
840 MEMORIAL DRIVE, CAMBRIDGE, MASSACHUSETTS 02139 (617) 491-1100
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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STANLEY C. ERCK
President and Chief Executive Officer
Procept, Inc.
840 Memorial Drive
Cambridge, Massachusetts 02139
(617) 491-1100
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
with copies to:
LYNNETTE C. FALLON, ESQ.
Palmer & Dodge LLP
One Beacon Street
Boston, Massachusetts 02108
(617) 573-0100
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Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
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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 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, 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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PROSPECTUS
PROCEPT, INC.
9,476,548 SHARES OF COMMON STOCK
All of the 9,476,548 shares (the "Shares") of Common Stock, $0.01 par value
(the "Common Stock") of Procept, Inc. ("Procept" or the "Company") offered
hereby are being offered by certain stockholders of the Company (the "Selling
Stockholders"). 4,738,274 shares are currently held by the Selling Stockholders
and 4,738,274 shares are issuable to the Selling Stockholders upon exercise of
warrants to purchase shares of the Common Stock of the Company.
The Shares may be offered and sold by the Selling Stockholders from time to
time in open-market or privately-negotiated transactions at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Selling Stockholders may effect such
transactions by selling the Shares to or through broker-dealers and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Stockholders or the purchasers of the Shares for
whom such broker-dealers may act as agent or to whom they sell as principal or
both (which compensation to a particular broker-dealer might be in excess of
customary commissions). See "Selling Stockholders" and "Plan of Distribution."
None of the proceeds from the sale of the Shares by the Selling
Stockholders will be received by the Company.
The Common Stock of the Company is listed for quotation on the Nasdaq
National Market under the symbol PRCT. On September 18, 1996, the closing sale
price of the Common Stock, as reported by Nasdaq, was $1.38 per share.
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AN INVESTMENT IN THE SECURITIES REGISTERED HEREBY INVOLVES
A HIGH DEGREE OF RISK. SEE "RISK FACTORS" ON PAGE 4.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION; NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
No person is authorized in connection with the offering made hereby to give
any information or to make any representation other than as contained in this
Prospectus, and, if given or made, such information or representations must not
be relied upon as having been authorized by the Company. This Prospectus is not
an offer to sell, or a solicitation of an offer to buy, by any person in any
jurisdiction in which it is unlawful for such person to make such an offer or
solicitation.
The date of this Prospectus is September 20, 1996
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TABLE OF CONTENTS
AVAILABLE INFORMATION........................................... 3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE................. 3
RISK FACTORS.................................................... 4
THE COMPANY..................................................... 10
SELLING STOCKHOLDERS............................................ 11
PLAN OF DISTRIBUTION............................................ 13
LEGALITY OF COMMON STOCK........................................ 14
EXPERTS......................................................... 14
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy and
information statements and other information filed by the Company can be
inspected and copied at the public reference facilities of the Commission, Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the following regional offices of the Commission: Suite 1300, 7 World Trade
Center, New York, New York 10007 and Suite 1400, 500 West Madison Street,
Chicago, Illinois 60661, and copies of such materials can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Such reports and other information
can also be reviewed through the Commission's Electronic Data Gathering
Analysis and Retrieval System which is publicly available through the
Commission's Web site (http: www.sec.gov).
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission (File No. 0-21134),
pursuant to the Exchange Act, are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995, filed with the Commission on April 1,
1996.
(b) The Company's Quarterly Report on Form 10-Q for the period ended
March 31, 1996, filed with the Commission on May 15, 1996.
(c) The Company's Current Reports on Form 8-K, dated May 17, 1996 and
September 9, 1996, filed with the Commission on May 28, 1996 and
September 18, 1996, respectively.
(d) The Company's Quarterly Report on Form 10-Q for the period ended
June 30, 1996, filed with the Commission on August 5, 1996.
(e) All other reports, if any, filed by the Company pursuant to
Section 13(a) or 15(d) of the Exchange Act since the Annual
Report referred to in paragraph (a) above.
(f) The description of the Common Stock of the Company contained in
the Company's Registration Statement on Form 8-A, filed with the
Commission on January 21, 1993, as amended by the Company's
Registration Statements on Form 8-A/A, filed with the Commission
on November 8, 1993 and February 7, 1994, including any amendment
or reports filed for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14, or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the securities offered hereby shall
be deemed incorporated by reference into this Prospectus and to be a part hereof
from the date of filing such documents. Any statement contained in any document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded, for purposes of this Prospectus, to the extent that a
statement contained herein (or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein) modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered upon written or oral request of any such person,
a copy of any or all of the documents which are incorporated herein
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by reference, except for certain exhibits to such documents. Requests should be
directed to Procept, Inc., 840 Memorial Drive, Cambridge, Massachusetts 02139,
Attention: Michael J. Higgins, Vice President, Finance and Chief Financial
Officer, telephone (617) 491-1100.
RISK FACTORS
An investment in the shares of Common Stock being offered by this Prospectus
involves a high degree of risk. Accordingly, prospective investors should
consider carefully the following risk factors, in addition to the other
information concerning the Company and its business contained in this
Prospectus, before purchasing the shares of Common Stock offered hereby.
EARLY STAGE OF PRODUCT DEVELOPMENT; UNCERTAINTY OF SUCCESSFUL COMMERCIALIZATION
Since its inception the Company has generated no revenue from product
sales. The Company's research and development programs are at an early stage.
The Company's goal is to develop novel, highly specific, orally deliverable,
small molecule drugs as treatments for certain major disorders of the immune
system. Although the Company has identified compounds which it believes will
have therapeutic value, there can be no assurance that additional products will
be discovered or developed in the future. The products currently under
development by the Company will require significant additional research and
development efforts, including extensive clinical testing and regulatory
approval, prior to commercial use. Only one of the Company's product candidates
has advanced to the clinical trial phase. The Company's potential products are
subject to the risks of failure inherent in the development of pharmaceutical
products based on new technologies. These risks include the possibilities that
the Company's therapeutic approach will not be successful; that any or all of
the Company's potential products will be found to be unsafe, ineffective or
toxic or otherwise fail to meet applicable regulatory standards or receive
necessary regulatory clearances; that the potential products, if safe and
effective, will be difficult to develop into commercially viable products or to
manufacture on a large scale or will be uneconomical to market; that
proprietary rights of third parties will preclude the Company from marketing
such products; or that third parties will market superior or equivalent
products.
HISTORICAL AND CONTINUING OPERATING LOSSES; UNCERTAINTY OF FUTURE PROFITABILITY
The Company is dependent upon research and development collaborations,
external financings and interest income to provide working capital to pursue its
intended business activities. There can be no assurance, however, that
additional funding will be available from any of these sources or, if available,
will be available on acceptable or affordable terms. The Company has not been
profitable since inception and has incurred an accumulated deficit of
$43,475,000 through June 30, 1996. Losses have resulted principally from costs
incurred in research and development activities related to the Company's efforts
to develop drug candidates and from the associated administrative costs. The
Company expects to incur significant additional operating losses over the next
several years and expects cumulative losses to increase substantially due to
continued research and development efforts, preclinical and clinical testing and
development of marketing, sales and production capabilities. In the next few
years, the Company's revenues may be limited to amounts received under research
or product development relationships that the Company has or may establish.
There can be no assurance, however, that the Company will be able to establish
any additional relationships on terms acceptable to the Company. The Company's
future profitability is dependent on its ability to identify commercially viable
products, to enter into agreements for product development and commercialization
with corporate sponsors, to develop and obtain patent protection and regulatory
approvals for its products and to develop the capability to manufacture and sell
its products. There can be no
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assurance that the Company will successfully identify, develop, commercialize,
patent, manufacture and market its products, obtain required regulatory
approvals or ever achieve profitability.
ADDITIONAL FINANCING REQUIREMENTS; UNCERTAINTY OF AVAILABLE FUNDING
The Company will require substantial additional funds for its research and
product development programs, for operating expenses, for pursuing regulatory
clearances, for building production, sales and marketing capabilities and for
prosecuting and defending its intellectual property rights. The Company believes
that its current cash funds and revenue from interest income and its sponsored
research should be sufficient to fund its operating expenses and capital
requirements as currently planned into the fourth quarter of 1997. The Company's
actual cash requirements may vary materially from those now planned because of
results of research and development, clinical trials, product testing,
relationships with strategic partners, changes in the focus and direction of the
Company's research and development programs, competitive and technological
advances, the process of obtaining United States Food and Drug Administration
("FDA") or other regulatory approvals and other factors. Thereafter, the Company
will need to raise substantial additional capital to fund its operations. The
Company intends to seek such additional funding through public or private
financing or collaborative or other arrangements with corporate partners. If
additional funds are raised by issuing equity securities, further dilution to
existing stockholders will result and future investors may be granted rights
superior to those of existing stockholders. There can be no assurance, however,
that additional financing will be available from any of these sources or, if
available, will be available on acceptable or affordable terms. If adequate
funds are not available, the Company may be required to delay, reduce the scope
of or eliminate one or more of its research and development programs or to
obtain funds by entering into arrangements with collaborative partners or others
that require the Company to issue additional equity or to relinquish rights to
certain technologies or product candidates that the Company would not otherwise
issue or relinquish in order to continue independent operations.
UNCERTAINTY REGARDING SUCCESS OF CLINICAL TRIAL
In September 1995, the Company initiated a Phase I/II clinical trial in the
Netherlands of the Company's lead AIDS compound, PRO 2000, to test safety and
efficacy in HIV-positive patients. This trial was suspended after investigators
noted reversible side effects related to elevated liver enzymes and reduced
platelet levels in these patients that exceeded the safety parameters set for
the trial. Although none of these effects resulted in clinical events, the
recurrence of such effects in later clinical trials may preclude dosing of PRO
2000 at levels sufficient to achieve anti-viral activity. In an effort to avoid
the side effects observed in the initial Phase I/II clinical trial, the Company
changed the dosing regimen from continuous intravenous infusion to daily bolus
injections. The Company received approval from the Ethics Committee of the St.
Pierre Hospital of the Free University of Brussels to begin a redesigned Phase
I/II clinical trial in Belgium using the daily bolus injection dosing regimen.
The Company commenced dosing in the redesigned trial in May 1996 and currently
expects completion of the trial in the fourth quarter of 1996. There can be no
assurance that the Company will not encounter side effects similar to those that
occurred in the initial Phase I/II clinical trial or other problems that will
cause it to delay or suspend the redesigned trial. In addition, there can be no
assurance that the redesigned trial, if completed, will demonstrate that PRO
2000 is safe and effective.
COMPETITION AND TECHNOLOGICAL CHANGE
Competitors of the Company in the United States and abroad are numerous and
include, among others, major pharmaceutical and chemical companies, specialized
biotechnology firms and universities and other research institutions.
Biotechnology and pharmaceutical companies are subject to rapid and significant
technological change. Competition may increase as a result of potential advances
in the commercial application of biotechnology and greater availability of
capital for investment in these fields. Acquisitions of competing companies and
potential competitors by large pharmaceutical companies or others could enhance
financial, marketing and other resources
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available to such competitors. As a result of academic and government
institutions becoming increasingly aware of the commercial value of their
research findings, such institutions are more likely to enter into exclusive
licensing agreements with commercial enterprises, including competitors of the
Company, to market commercial products. There can be no assurance that the
Company's competitors will not succeed in developing technologies and products
that are more effective than any which are being developed by the Company or
which would render the Company's technology and products obsolete and
noncompetitive. Many of these competitors have substantially greater financial
and technical resources and production and marketing capabilities than the
Company. In addition, some of the Company's competitors have greater experience
than the Company in conducting preclinical testing and human clinical trials and
obtaining FDA and other regulatory approvals. Accordingly, the Company's
competitors may succeed in obtaining FDA or other regulatory approvals for
products more rapidly than the Company. There can be no assurance that the
Company's products under development will be able to compete successfully with
competitors' existing products or products under development or that they will
obtain regulatory approval in the United States or elsewhere. If the Company
commences significant commercial sales of its products, it will also be
competing with respect to manufacturing efficiency and marketing capabilities,
areas in which it has limited or no experience.
UNCERTAINTY OF PATENTS AND PROPRIETARY RIGHTS
The Company's success will depend in part on its ability to obtain United
States and foreign patent protection for its products, preserve its trade
secrets and operate without infringing on the proprietary rights of third
parties. Because of the length of time and expense associated with bringing new
drugs through development and regulatory approval to the marketplace, the health
care industry has traditionally placed considerable importance on obtaining
patent and trade secret protection for significant new technologies, products
and processes. There can be no assurance that any patents will issue from any of
the patent applications owned by, or licensed to, the Company. Further, there
can be no assurance that any rights the Company may have under issued patents
will provide the Company with significant protection against competitive
products or otherwise be commercially valuable. Legal standards relating to the
validity of patents covering pharmaceutical and biotechnological inventions and
the scope of claims made under such patents are still developing. There can be
no assurance that any existing or future patents issued to, or licensed by, the
Company will not subsequently be challenged, infringed upon, invalidated or
circumvented by others. If the Company's product candidates are found to
infringe upon the patents, or otherwise impermissible utilize the intellectual
property of others, the Company's development, manufacture and sale of such
product candidates could be severely restricted or prohibited. In such event,
the Company may be required to obtain licenses from third parties or otherwise
obtain licenses to utilize patents or proprietary rights of others. There can be
no assurance that the Company will be able to obtain such licenses on acceptable
terms, or at all.
IMPACT OF GOVERNMENT REGULATION; PRODUCT CLEARANCE AND APPROVAL
The FDA and comparable agencies in foreign countries impose substantial
requirements upon the introduction of therapeutic pharmaceutical products
through lengthy and detailed laboratory and clinical testing procedures,
sampling activities and other costly and time-consuming procedures. Satisfaction
of these requirements typically takes several years or more and can vary
substantially based upon the type, complexity and novelty of the product. The
Company cannot yet accurately predict when it might first submit New Drug
Applications for products for FDA or other regulatory review. Government
regulation also affects the manufacturing and marketing of pharmaceutical
products.
The effect of government regulation may be to delay marketing of the
Company's products for a considerable or indefinite period of time, impose
costly procedural requirements upon the Company's activities and furnish a
competitive advantage to larger companies or companies more experienced in
regulatory affairs. There can be no assurance that FDA or other regulatory
approvals for any products developed by the Company will be granted on a timely
basis or at all. Any delay in obtaining or any failure to obtain such approvals
would adversely affect the Company's ability to generate revenue. Even if
initial regulatory approvals for the Company's product candidates
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are obtained, the Company, its products and its manufacturing facilities would
be subject to continual review and periodic inspection. The regulatory standards
for manufacturing are applied stringently by the FDA. Discovery of previously
unknown problems with a product, manufacturer or facility may result in
restrictions on such product, manufacturer or facility, including warning
letters, fines, suspensions of regulatory approvals, product recalls, operating
restrictions, delays in obtaining new product approvals, withdrawal of the
product from the market and criminal prosecutions. Other violations of FDA
requirements can result in similar penalties.
REIMBURSEMENT UNCERTAINTY
Sales of the Company's product candidates will depend in part on the
availability of reimbursement from third-party health care payors, such as
government and private insurance plans. No assurance can be given that such
reimbursement will be available or will permit price levels sufficient to
realize an appropriate return on the Company's investment in product
development.
HEALTH CARE REFORM
Health care reform is an area subject to significant national attention and
a priority of many governmental officials. Any reform measures, if adopted,
could adversely affect the pricing of diagnostic and therapeutic products in the
United States or the amount of reimbursement available from governmental
agencies or third-party payors. The effect of these measures upon the Company
cannot be predicted, but may have an adverse effect on the Company.
DEPENDENCE ON QUALIFIED PERSONNEL
Since its inception, Dr. Ellis Reinherz has played a significant role in
the Company's research efforts. Dr. Reinherz acts as a scientific advisor to the
Company and is expected to remain in such capacity. Dr. Reinherz is a physician
at the Dana-Farber Cancer Institute ("Dana-Farber") and is a member of the
faculty of the Harvard Medical School. The regulations and policies of the
Harvard University Faculty of Medicine (the "Faculty of Medicine") contain
guidelines on conflicts of interest (the "Harvard Guidelines") that govern the
relationship between a faculty member and a commercial enterprise with which he
has a consulting arrangement or an ownership interest. Pursuant to the Harvard
Guidelines, the Faculty of Medicine has determined to allow Dr. Reinherz to
continue to conduct research in his Dana-Farber laboratory supported by the
Company, conditional on the continuation of a research monitoring plan. If Dr.
Reinherz were prohibited from continuing or for any other reason discontinued
his relationship with the Company, the Company would be adversely affected.
The Company is highly dependent upon the efforts of its senior management
and scientific team, including its consultants. The loss of the services of one
or more of these individuals might impede the achievement of the Company's
development objectives. Because of the specialized scientific nature of the
Company's business, the Company is highly dependent upon its ability to attract
and retain qualified scientific and technical personnel. There is intense
competition among major pharmaceutical and chemical companies, specialized
biotechnology firms and universities and other research institutions for
qualified personnel in the areas of the Company's activities, and there can be
no assurance that the Company will be able to continue to attract and retain the
qualified personnel necessary for the development of its business. Loss of the
services of, or failure to recruit, key scientific and technical personnel would
be significantly detrimental to the Company's product development programs.
DEPENDENCE ON SANDOZ AND OTHER COLLABORATORS
The Company's sponsored research agreement with Sandoz Pharma Ltd. (the
"Sandoz Agreement") initially provided for a three-year research program ending
September 30, 1996 to identify and develop compounds that bind to CD4 and CD2
and their respective ligands as therapeutic agents for immune suppression.
Pursuant to the Sandoz
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Agreement as originally constituted, Procept could have received maximum
aggregate payments of $17 million in license fees and research payments and $12
million in milestone payments as compounds discovered in the research program
progressed through clinical development. Through June 30, 1996, Procept has
received $14.2 million in license fees and research payments under the Sandoz
Agreement.
Effective as of September 1, 1995, the Sandoz Agreement was amended to
focus the research program on compounds targeting CD4 and its ligand. In
connection with this amendment, the research and license fees due for the third
year of the research program were reduced from $5 million to $2.2 million.
Procept remains eligible to receive $12 million in milestone payments as
compounds discovered in the CD4 research program progress through clinical
development. There can be no assurance, however, that compounds eligible for
such milestones will be discovered or, if discovered, that such compounds will
achieve the milestones specified. There can be no assurance that Sandoz will
continue to fund the CD4 program beyond September 30, 1996 and if such funding
is not continued, that the Company will be able to continue this program without
a corporate collaborator or establish such a collaboration and, if established,
that such a collaboration would be successful.
In addition to the Sandoz Agreement, the Company has research
collaborations in effect with several academic and governmental institutions.
Although the Company believes parties to collaborative arrangements have an
economic motivation to succeed in performing their contractual responsibilities,
the amount and timing of resources which they devote to these activities will
not be within the control of the Company. There can be no assurance that such
parties will perform their obligations as expected or that any revenue will be
derived from such arrangements.
UNCERTAINTY REGARDING FUTURE COLLABORATIONS
The Company's product development programs focusing on T-cell receptors
("TCRs") and CD2 were previously funded under sponsored research agreements with
E.R. Squibb & Sons, Inc. ("Bristol-Myers Squibb") and Sandoz, respectively.
Funding from Bristol-Myers Squibb for the TCR program ceased upon the scheduled
completion of the agreement in February 1995. Funding from Sandoz for the CD2
program ceased as of September 1, 1995 in connection with the amendment to the
Sandoz Agreement.
The Company is currently seeking a new corporate partner to assist in the
development of each of the PRO 2000, PRO 2000 Gel, CD2 and small molecule
immunosuppressive research programs. Although the Company currently plans to
continue to fund each of these programs, there can be no assurance that the
Company will be able to continue such programs without a partner or that the
Company will be successful in establishing such collaborations and, if
established, that such collaborations would lead to the development of
commercially viable products.
LIMITED MANUFACTURING, MARKETING AND SALES CAPABILITY AND EXPERIENCE
The Company has not yet invested in the development of manufacturing,
marketing or sales capabilities. Although the Company has a sufficient supply of
PRO 2000 to complete the redesigned Phase I/II trial, the Company lacks the
facilities and personnel to manufacture products in accordance with current Good
Manufacturing Practices as prescribed by the FDA or to produce an adequate
supply of compounds to meet future requirements for clinical trials. If the
Company is unable to develop or contract for manufacturing capabilities on
acceptable terms, Procept's ability to conduct human clinical testing with PRO
2000 and preclinical testing with the Company's other product candidates, if
any, will be adversely affected, resulting in delays in the submission of
products for regulatory approvals and in the initiation of new development
programs, which in turn could materially impair the Company's competitive
position and the possibility of achieving profitability. The Company also will
need to hire additional personnel skilled in marketing and sales as it develops
products with commercial potential. There can be no assurance that the Company
will be able to acquire, or establish third-party relationships to provide, any
or all of these capabilities.
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PRODUCT LIABILITY AND AVAILABILITY OF INSURANCE
The Company's business exposes it to potential liability risks that are
inherent in the testing, manufacturing and marketing of medical products. The
use of the Company's products in clinical trials may expose the Company to
product liability claims and possible adverse publicity. These risks will expand
with respect to the Company's products, if any, that receive regulatory approval
for commercial sale. The Company currently has limited product liability
coverage for the clinical research use of its products, which management
believes is customary for a Company with products at this stage of clinical
development. The Company does not have product liability insurance for the
commercial sale of its products but intends to obtain such coverage if and when
its products are commercialized. However, such coverage is becoming increasingly
expensive and there can be no assurance that the Company will be able to
maintain its existing insurance coverage or obtain additional insurance coverage
at acceptable costs, if at all, or that a product liability claim would not
adversely affect the business or financial condition of the Company.
VOLATILITY OF SHARE PRICE; ABSENCE OF DIVIDENDS
The market price of the Common Stock has been highly volatile. Publicity
regarding actual or potential medical results relating to products under
development by the Company and market conditions for emerging growth companies
and biotechnology and pharmaceutical companies have had and may continue to have
a significant impact on the price of the Common Stock. Announcements of
technological innovations or new commercial products by the Company or its
competitors, developments or disputes concerning patent or proprietary rights,
general regulatory developments affecting the Company's products,
period-to-period fluctuations in financial results, and economic and other
internal and external factors may also have a significant impact on the price of
the Common Stock. The Company has never declared or paid any cash dividends on
its Common Stock and does not intend to do so for the foreseeable future.
SHARES ELIGIBLE FOR FUTURE SALE
Sales of substantial amounts of the Common Stock in the public market, or
the perception that such sales may occur, could adversely affect the prevailing
market price of the Common Stock and the ability of Procept to raise capital
through a public offering of its equity securities. As of August 1, 1996, the
Company had approximately 13,403,328 shares of Common Stock outstanding.
Of these shares, the 2,415,000 shares sold in the Company's initial public
offering in February 1994, the 2,350,000 shares sold in the Company's public
offering in February 1996, 231,341 shares registered on Form S-8 and issued
under the Company's stock option and purchase plans and the shares of Common
Stock offered hereby are freely transferable without restriction or further
registration under the Securities Act of 1933, as amended (the "Securities
Act"), unless purchased by "affiliates" of the Company as that term is defined
under Rule 144 of the Securities Act. All of the remaining shares of Common
Stock are "restricted securities" within the meaning of Rule 144 (the
"Restricted Shares"), but are immediately eligible for sale in the public market
in reliance upon Rule 144 and Rule 701 under the Securities Act, subject to the
conditions imposed under Rule 144. Holders of approximately 3,959,258 Restricted
Shares and approximately 875,234 shares issuable upon exercise of outstanding
options and warrants have certain "piggyback" and demand registration rights
with respect to such shares. Any substantial sale of restricted securities
pursuant to Rule 144, Rule 701 or the exercise of the registration rights
referred to above may have an adverse effect on the market price of the Common
Stock. As of June 30, 1996, 1,027,377 shares of Common Stock (or 5.1% of the
total number of shares outstanding on a fully diluted basis) were issuable upon
the exercise of outstanding vested options and warrants at exercise prices
ranging from $1.00 to $12.75 per share. The holders of such warrants and options
are likely to exercise their securities at a time when the Company would
otherwise be able to obtain capital on terms more favorable than those provided
by the exercise thereof.
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ANTI-TAKEOVER PROVISIONS
Section 203 of the Delaware General Corporation Law contains certain
provisions that may delay or prevent an attempt by a third party to acquire
control of the Company.
THE COMPANY
Procept is a biopharmaceutical company engaged in the discovery and
development of novel drugs for the treatment of immune system disorders
(including autoimmune diseases and organ transplant rejection) and infectious
diseases (including AIDS and tuberculosis). The Company is currently pursuing
five principal research and product development programs in these areas. The
lead product candidate from the Company's AIDS program, PRO 2000, has been
approved for a redesigned Phase I/II clinical trial in HIV-positive patients.
PRO 2000 Gel, also part of the Company's AIDS program, is expected to enter
Phase I clinical studies during the fourth quarter of 1996. Under its second
program, Procept is conducting preclinical studies with a series of small
molecule compounds, analogs of a parent compound PIC 060, that have demonstrated
significant immunosuppressive activity in animal models for organ transplant
rejection and autoimmune diseases. The third program, sponsored under a research
collaboration agreement with Sandoz Pharma Ltd., involves identifying and
developing compounds that bind to the CD4 receptor on certain immune system T
cells. The Company's remaining programs focus on two additional types of
receptors found on T cells (CD2) and antigen-presenting cells (CD1), and are in
earlier stages of preclinical development. These receptors play a central role
in modulating the body's immune responses and are crucial to the initiation of
immune system disorders. Therefore, the Company believes these receptors are
critical targets for therapeutic intervention.
Procept's knowledge of immune cell receptor biology is derived from
pioneering research conducted by Dr. Ellis L. Reinherz, Chief, Laboratory of
Immunobiology at the Dana-Farber Cancer Institute. The Company's drug
development strategy combines this core knowledge with proprietary drug
discovery technology to design novel, small molecule therapeutic products that
bind specifically and with high affinity to their target receptors. The Company
believes that compounds developed to block the disease-initiating events
mediated by the Company's immune cell receptor targets should be highly
selective and should not have the undesirable side effects associated with less
specific drugs currently in use.
Procept is targeting AIDS with its lead product candidate, PRO 2000.
Existing AIDS treatments directly target the human immunodeficiency virus (HIV),
which mutates at an extraordinarily high rate, leading to drug resistance.
Unlike these treatments, PRO 2000 is designed to bind to CD4, which does not
mutate, and to act as a molecular barrier to block HIV from infecting immune
cells, including T cells and macrophages. The Company believes that therapeutics
targeting CD4, such as PRO 2000, should, therefore, be less susceptible to drug
resistance. Studies conducted by the Company and its collaborators, including
researchers at the National Institutes of Health, have demonstrated in vitro
that PRO 2000 prevents a wide range of laboratory and patient-isolated strains
of HIV from infecting live human T cells. Procept successfully completed a
European Phase I safety trial in May 1995, and commenced in May 1996 a
redesigned Phase I/II dose-escalating study to examine the safety, tolerability
and anti-viral activity of PRO 2000 in HIV-positive patients. The Company also
believes that its PRO 2000 antiviral compound is well suited for development as
a female-controlled topical product to help prevent HIV infection. Laboratory
studies have shown that PRO 2000 is active against a wide range of HIV strains
from both the developed and developing world. It is also active against other
sexually transmitted disease pathogens such as herpes simplex virus type 2.
Clinical studies in healthy female volunteers are expected to commence by the
end of 1996.
In addition to AIDS, Procept is targeting organ transplant rejection and
autoimmune diseases, including rheumatoid arthritis, insulin-dependent diabetes
and psoriasis, with its PIC 060 program. The small molecule
10
<PAGE> 12
compounds derived from PIC 060 (including the compound PRO 2844) have
demonstrated significant immunosuppressive activity in animal models and are
currently undergoing preclinical testing for toxicology, pharmacokinetics and
oral availability. The Company is currently seeking a corporate partner to
assist in the further development of this compound.
The Company's intentions with respect to the further development of PRO
2000 Gel are forward looking statements, based on current management
expectations. Factors that could cause such expectations to change, resulting in
the delay or cancellation of the PRO 2000 research program and related
preclinical and clinical studies include the following: the availability of
financing for the Company's continued research operations; technical risks
associated with the development of PRO 2000; changes in regulatory requirements;
anticipated market acceptance of such new drug; and competitive factors and
pricing pressures.
SELLING STOCKHOLDERS
The Selling Stockholders are the holders of shares of Common Stock and
warrants to purchase one share of Common Stock (the "Warrants") issued by the
Company in a private placement of such securities in May 1996. One half of the
Shares being offered by each Selling Stockholder hereunder has been issued or is
issuable to the Selling Stockholder upon exercise of the Warrants.
<TABLE>
The following table sets forth the name of each Selling Stockholder and the
number of Shares owned by each such holder. All of such Shares may be offered
and sold by the Selling Stockholders in this offering. None of the Selling
Stockholders are record holders of any other shares of Common Stock.
<CAPTION>
SELLING STOCKHOLDER NUMBER OF SHARES
- ------------------- ----------------
<S> <C>
Raymond J. Anton 81,842
The Aries Trust 572,892
Aries Domestic Fund 245,526
David P. & Meredith C. Ash 163,684
Biotechnology Value Fund, L.P. 327,366
Jim Caudy 40,922
Celestial Charitable Remainder Unitrust 511,510
Frederick Chassman 40,922
Frank Chiarulli, M.D. 81,842
Judson Cooper 81,842
Dartley Family Limited Partnership 40,922
Jonathan T. Dawson 81,842
Nicholas DiFalco 40,922
Ted & Eve Friedman, JTWROS 163,684
</TABLE>
11
<PAGE> 13
<TABLE>
<CAPTION>
SELLING STOCKHOLDER NUMBER OF SHARES
- ------------------- ----------------
<S> <C>
William H. Fullerton III 40,922
David Gendal 40,922
Robert H. Gurevitch 40,922
Thomas F. Hudak 81,842
Investment 10 L.L.C. 69,566
Michael T. Jackson Trust 81,842
Michael G. Jesselson 409,208
Karfunkel Family Foundation 409,208
Scott & Amy Koppelman 40,922
Paula Kramer 20,462
Philip Landers 40,922
John H. Livens 40,922
Joseph D. McKeown 40,922
Morton & Zelda Michelson 40,922
Martin & Sandra Miller 20,462
John Murchison 81,842
Tollef O. Nasby 40,922
New York Life Insurance Company 1,227,622
Steven M. Oliviera 163,684
Amore Perpetilo, Inc. 163,684
Pequot Scout Fund, L.P. 500,000
Pharma/Health Fund 818,416
Alexander Pomper 81,842
Porridge Partners II 163,684
David M. Rozen 338,118
Evelyn Rickel Grantor Retirement Trust 20,462
Kenneth T. Rickel 40,922
</TABLE>
12
<PAGE> 14
<TABLE>
<CAPTION>
SELLING STOCKHOLDER NUMBER OF SHARES
- ------------------- ----------------
<S> <C>
Robert Rickel Grantor Retirement Income
Trust 20,462
Samaha Family Limited Partnership 40,922
Joshua D. & Eileen G. Schein 81,842
Yvonne M. Schell 20,462
Stanley K. Shapiro 40,922
Chaim Sieger 114,580
Silvia Stambler Stern 20,462
Richard B. Stone 81,842
Ronald Suster 81,842
Stanley K.C. Tam, M.D. 147,316
James R. Tompkins 81,842
United Equities (Commodities) Company 204,604
Venturetek, L.P. 163,684
Westfield Performance Fund 327,366
Lance M. Willsey 40,922
WPG Institutional Life Sciences Fund,
L.P. 163,684
WPG Life Sciences Fund, L.P. 245,526
Martin Zabel 20,462
Robert Zelin 40,924
---------
TOTAL 9,476,548
</TABLE>
PLAN OF DISTRIBUTION
The Company has filed with the Commission the Registration Statement, of
which this Prospectus forms a part, with respect to the resale of the Shares
from time to time by the Selling Stockholders in open market or privately
negotiated transactions. The Company has agreed to keep the Registration
Statement effective until the earlier of (a) the last date that the public
resale of any of the Shares is restricted by paragraph (d) of Rule 144 under the
Securities Act or any successor provision and (b) the date that all the Shares
have been sold under a registration statement or pursuant to Rule 144.
The Company has been advised that the Selling Stockholders may sell the
Shares at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices. The Selling Stockholders
may effect such transactions by selling the Shares to or through broker-dealers
and such broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Stockholders or the purchasers
13
<PAGE> 15
of the Shares for whom such broker-dealers may act as agent or to whom they sell
as principal, or both (which compensation to a particular broker-dealer might be
in excess of customary commissions). Each Selling Stockholder will be
responsible for all brokerage commissions and other amounts payable with respect
to any sale of Shares with respect to such Selling Stockholder and any legal,
accounting or other expenses incurred. The Company will not receive any proceeds
from sales of Shares.
In the event of an underwritten public offering for the account of the
Company, the Selling Stockholders may, upon the written request of the managing
underwriter of such offering, be prohibited from selling any of the shares
offered hereby for a period beginning 14 days prior to the effective date of the
registration statement relating to such public offering and ending 90 days after
such effective date.
The Selling Stockholders and any broker-dealers who act in connection with
the sale of Shares hereunder may be deemed to be "underwriters," as such term is
defined in the Securities Act, and any commissions received by them or profit on
any resale of the Shares as principal might be deemed to be underwriting
discounts and commissions under the Securities Act.
The Company has agreed to indemnify the Selling Stockholders against
certain liabilities, including certain liabilities under the Securities Act.
LEGALITY OF COMMON STOCK
The validity of the securities offered hereby will be passed upon for the
Company by Palmer & Dodge LLP, Boston, Massachusetts. Peter Wirth and Lynnette
Fallon, partners of Palmer & Dodge LLP, are the Secretary and Assistant
Secretary, respectively, of the Company.
EXPERTS
The balance sheets as of December 31, 1995 and 1994 and the statements of
operations, stockholders' equity (deficit) and cash flows for each of the three
years in the period ended December 31, 1995, incorporated by reference in this
Prospectus, have been incorporated by reference in reliance on the report, which
includes an explanatory paragraph regarding the existence of substantial doubt
about the Company's ability to continue as a going concern, of Coopers & Lybrand
L.L.P., independent accountants, given on the authority of that firm as experts
in accounting and auditing.
14
<PAGE> 16
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
The expenses to be borne by the Company in connection with this offering
are as follows:
<S> <C>
SEC registration fee........................ $ 4,706
Blue Sky fees and expenses.................. $ 1,000
Printing and photocopying expenses ....... $ 1,000
Accounting fees and expenses................ $ 1,000
Consulting fees............................. $482,500
Legal fees and expenses..................... $ 10,000
Escrow Agent fee............................ $ 5,000
Miscellaneous expenses...................... $ 4,794
Total.................................. $510,000
</TABLE>
All of the above figures, except the SEC registration fee, are estimates.
Selling Stockholders will bear the costs of their own counsel fees and may also
incur fees and expenses in connection with the resale of the Common Stock
offered hereby.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law grants the Company the
power to indemnify each 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 by reason of the fact
that he is or was a director, officer, employee or agent of the Company, or is
or was serving at the request of the Company as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgements, 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
Company, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful, provided, however, no
indemnification shall be made in connection with any proceeding brought by or in
the right of the Company where the person involved is adjudged to be liable to
the Company except to the extent approved by a court. Article EIGHTH of the
Company's Restated Certificate of Incorporation as currently in effect provides
that the Company shall, to the fullest extent permitted by the Delaware General
Corporation Law, as amended from time to time, indemnify each 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 by reason of the fact that he is or was, or
has agreed to become, a director or officer of the Company, or is or was
serving, or has agreed to serve, at the request of the Company, as a director,
officer or trustee of, or in a similar capacity with, another corporation,
partnership, joint venture, trust or other enterprise. The indemnification
provided for in Article EIGHTH is expressly not exclusive of any other rights to
which those seeking indemnification may be entitled under any law, agreement or
vote of stockholders or disinterested directors or otherwise, and shall inure to
the benefit of the heirs, executors and administrators of such persons. Article
EIGHTH permits the Board of Directors to authorize the grant of indemnification
rights to other employees and agents of the Company and such rights may be
equivalent to, or greater or less than, those set forth in Article EIGHTH.
II-1
<PAGE> 17
Article V, Section 1 of the Company's By-Laws provides that the Company
shall have the power to purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the Company, or is or
was serving at the request of the Company, as a director, officer or trustee of,
or in a similar capacity with, another corporation, partnership, joint venture,
trust or other enterprise, against any liability asserted against and incurred
by such person in any such capacity.
Pursuant to Section 102(b)(7) of the Delaware General Corporation Law,
Article NINTH of the Company's Restated Certificate of Incorporation eliminates
a director's personal liability for monetary damages to the Company and its
stockholders for breaches of fiduciary duty as a director, except in
circumstances involving a breach of a director's duty of loyalty to the Company
or its stockholders, acts or omissions not in good faith, intentional
misconduct, knowing violations of the law, self-dealing or the unlawful payment
of dividends or repurchase of stock.
ITEM 16. EXHIBITS
4.1 Restated Certificate of Incorporation of the Company, as amended by
Certificate of Amendment filed on May 17, 1996. Filed as Exhibit 3.1
to the Company's Form 10-Q for the quarter ended June 30, 1996,
Commission File No. 0-21134, and incorporated herein by reference.
4.2 By-Laws of the Company. Filed as Exhibit 3.2 to the Company's
Registration Statement on Form S-1, Commission File No. 33-57188, and
incorporated herein by reference.
4.3 Specimen Stock Certificate for Common Stock, $.01 par value. Filed as
Exhibit 4.1 to the Company's Registration Statement on Form S-1,
Commission File No. 33-57188, and incorporated herein by reference.
4.4 Warrant Agreement to Purchase Class D Convertible Preferred Stock
dated August 1, 1991, issued to Comdisco, Inc. Filed as Exhibit 4.2 to
the Company's Registration Statement on Form S-1, Commission File No.
33-57188, and incorporated herein by reference.
4.5 Warrant Agreement to Purchase Class D Convertible Preferred Stock
dated September 11, 1992, issued to Comdisco, Inc. Filed as Exhibit
4.3 to the Company's Registration Statement on Form S-1, Commission
File No. 33-57188, and incorporated herein by reference.
4.6 Form of Warrant to Purchase Class F Convertible Preferred Stock dated
September 15, 1992 and Schedule of Holders. Filed as Exhibit 4.4 to
the Company's Registration Statement on Form S-1, Commission File No.
33-57188, and incorporated herein by reference.
4.7 Form of Warrant to Purchase Common Stock dated December 16, 1992 and
Schedule of Holders. Filed as Exhibit 4.5 to the Company's
Registration Statement on Form S-1, Commission File No. 33-57188, and
incorporated herein by reference.
4.8 Warrant to Purchase Common Stock dated January 5, 1993, issued to
Tucker Anthony Incorporated. Filed as Exhibit 4.6 to the Company's
Registration Statement on Form S-1, Commission File No. 33-57188, and
incorporated herein by reference.
4.9 Warrant to Purchase Common Stock dated as of February 17, 1994, issued
to D. Blech & Company, Incorporated. Filed as Exhibit 4.6 to the
Company's Form 10-K for the year ended December 31, 1994, Commission
File No. 0-21134, and incorporated herein by reference.
II-2
<PAGE> 18
4.10 Warrant Agreement dated February 17, 1994 between the Company and D.
Blech & Company, Incorporated. Filed as Exhibit 4.7 to the Company's
Form 10-K for the year ended December 31, 1994, Commission File No.
0-21134, and incorporated herein by reference.
4.11 Warrant to Purchase Common Stock dated as of April 1, 1994, issued to
Hambrecht & Quist Guaranty Finance, L.P. Filed as Exhibit 4 to the
Company's Form 10-Q for the quarter ended March 31, 1994, Commission
File No. 0-21134, and incorporated herein by reference.
4.12 Warrant to Purchase Common stock dated as of September 11, 1995,
issued to Oppenheimer & Co., Inc. Filed as Exhibit 4.10 to the
Company's Registration Statement on Form S-1, Commission File No.
33-96798, and incorporated herein by reference.
4.13 Form of Warrant Agreement between the Company and Commonwealth
Associates. Filed as Exhibit 4.11 to the Company's Registration
Statement on Form S-1, Commission File No. 33-96798, and incorporated
herein by reference.
5.1 Opinion of Palmer & Dodge LLP. Previously filed as the same-numbered
exhibit to the initial filing of this registration statement.
23.1 Consent of Coopers & Lybrand L.L.P., independent accountants. Filed
herewith.
23.2 Consent of Palmer & Dodge LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included in the signature page hereto). Previously
filed as the same-numbered exhibit to the initial filing of this
registration statement.
II-3
<PAGE> 19
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes as follows:
(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;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the
most recent post-effective amendment hereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in this 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 this
Registration Statement;
provided, however, that no filing will be made pursuant to paragraph
(a)(1)(i) or (a)(1)(ii) if 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 15(d) of the Exchange Act that
are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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
this offering.
(b) The undersigned hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act
of 1934 that 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the 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 Act and
will be governed by the final adjudication of such issue.
II-4
<PAGE> 20
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, Commonwealth of Massachusetts, on
September 20, 1996.
PROCEPT, INC.
By: Stanley C. Erck*
-------------------------------------
Stanley C. Erck
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Procept, Inc., hereby
severally constitute and appoint Stanley C. Erck, Michael J. Higgins, Peter
Wirth and Lynnette C. Fallon, and each of them singly, our true and lawful
attorneys-in-fact, with full power to them in any and all capacities, to sign
any amendments to this Registration Statement on Form S-3 (including any
post-effective amendments thereto), and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact may do or cause to be done by virtue hereof.
<TABLE>
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.
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Stanley C. Erck* Director and
- ------------------------------- Principal Executive Officer September 20, 1996
Stanley C. Erck
/s/ Michael J. Higgins Principal Financial Officer
- ------------------------------- and Principal Accounting Officer September 20, 1996
Michael J. Higgins
Nancy S. Amer* Director September 20, 1996
- -------------------------------
Nancy S. Amer
James H. Cavanaugh, Ph.D.* Director September 20, 1996
- -------------------------------
James H. Cavanaugh, Ph.D.
Zola P. Horovitz, Ph.D.* Director September 20, 1996
- -------------------------------
Zola P. Horovitz, Ph.D.
</TABLE>
<PAGE> 21
<TABLE>
<S> <C> <C>
Max Link, Ph.D.* Director September 20, 1996
- --------------------------------
Max Link, Ph.D.
Ellis L. Reinherz, M.D.* Director September 20, 1996
- -------------------------------
Ellis L. Reinherz, M.D.
* /s/ Michael J. Higgins
- --------------------------------
By: Michael J. Higgins
Attorney-in-Fact
</TABLE>
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Procept, Inc. on Amendment No. 1 to Form S-3 (File No. 333-09987)of our report,
which includes an explanatory paragraph regarding substantial doubt about the
entity's ability to continue as a going concern, dated February 22, 1996,
except as to the information presented in Note M, for which the date is March
27, 1996, on our audits of the financial statements of Procept, Inc. as of
December 31, 1995 and 1994, and for each of the three years in the period ended
December 31, 1995. We also consent to the reference to our firm under the
caption "Experts".
/s/ COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
September 20, 1996
