As filed with the Securities and Exchange Commission on January 5, 2001
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Registration No. 333-49466
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------------
CELLEGY PHARMACEUTICALS, INC.
(Exact name of the Registrant as specified in its charter)
California 82-0429727
(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
349 OYSTER POINT BOULEVARD, SUITE 200
SOUTH SAN FRANCISCO, CALIFORNIA 94080
(650) 616-2200
(Address and telephone number of the Registrant's principal executive offices)
----------------------
K. MICHAEL FORREST
CHIEF EXECUTIVE OFFICER
CELLEGY PHARMACEUTICALS, INC.
349 OYSTER POINT BOULEVARD, SUITE 200
SOUTH SAN FRANCISCO, CA 94080
(650) 616-2200
(Name, address and telephone number of the Registrant's agent for service)
----------------------
Copies to:
C. KEVIN KELSO
FENWICK & WEST LLP
TWO PALO ALTO SQUARE, SUITE 800
PALO ALTO, CALIFORNIA 94306
(650) 494-0600
----------------------
Approximate date of commencement of proposed sale to the public:
From time to time 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, 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. |_|
<TABLE>
Calculation Of Registration Fee
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<CAPTION>
Proposed Proposed Maximum
Title of Each Class of shares of common stock Amounts to be Maximum Aggregate Offering Amount of
to be Registered Registered(1) Offering Price Price(1) Registration Fee(3)
per
Share(1)
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
common stock, no par value 1,500,000 $7.22 (1) $10,830,000.00 $2,859.00
--------------------------------------------------------------------------------------------------------------------------------
common stock, no par value 169,224 $7.22 (1) $1,221,797.00 $323.00
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common stock issuable upon exercise of warrants 150,000 $15.00 (2) $2,250,000.00 $594.00
--------------------------------------------------------------------------------------------------------------------------------
common stock issuable upon exercise of warrants 150,000 $8.50 (2) $1,275,000.00 $337.00
--------------------------------------------------------------------------------------------------------------------------------
common stock issuable upon exercise of warrants 171,146 $6.60 (2) $1,129,564.00 $298.00
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common stock issuable upon exercise of warrants 3,500 $6.8125 (2) $23,844.00 $6.00
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Total 2,143,870
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<FN>
(1) Estimated solely for the purpose of calculating the amount of registration
fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended,
based on the average of the high and low prices of the common stock on the
Nasdaq Stock Market on November 2, 2000.
(2) Represents the exercise price of the warrants.
(3) Previously paid.
</FN>
</TABLE>
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant files 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 Securities and Exchange Commission, acting
pursuant to Section 8(a), may determine.
<PAGE>
Subject to completion, dated January 5, 2001
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PROSPECTUS
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Cellegy Pharmaceuticals, Inc.
2,143,870 shares of common stock
-----------------------------
Cellegy's common stock currently trades on the Nasdaq Stock Market.
Last reported sale price on January 4, 2001: $5.937 per share.
Trading Symbol: CLGY
-----------------------------
The Offering
Up to 2,143,870 shares of Cellegy common stock may be offered and
sold over time by the named shareholders in this prospectus under the
heading "Selling Shareholders," by their pledgees or donees, or by
other transferees that receive the shares of common stock in transfers
other than public sales.
The selling shareholders may sell the shares of common stock
covered by this prospectus in the open market at prevailing market
prices, or in private transactions at negotiated prices. We will not
receive any of the proceeds from the sale of these shares.
This investment involves a high degree of risk. Please carefully
consider the "Risk Factors" beginning on page 3 of this prospectus.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or passed upon
the adequacy or accuracy of this prospectus. Any representation to the
contrary is a criminal offense.
The date of this prospectus is January __, 2001
********************************************************************************
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 it is not
soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.
********************************************************************************
1
<PAGE>
You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information that is different
from that contained in this prospectus. We are offering to sell securities and
seeking offers to buy securities only in jurisdictions where offers and sales
are permitted. The information contained in this prospectus is accurate only as
of the date of this prospectus, regardless of the time of delivery of this
prospectus or of any sale of securities.
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TABLE OF CONTENTS
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Forward-looking Statements....3 Plan of Distribution.....................10
The Company...................3 Where You Can Find More Information......12
Risk Factors..................3 Documents Incorporated by Reference......12
Use of Proceeds...............7 Legal Matters............................12
Selling Shareholders..........7 Experts..................................13
Unless the context otherwise requires, the terms "we," "our," "us" and
"Cellegy" refer to Cellegy Pharmaceuticals, Inc., a California corporation and
its subsidiaries.
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<PAGE>
FORWARD - LOOKING STATEMENTS
This Registration Statement on Form S-3 includes forward-looking statements
that involve substantial risks and uncertainties. These forward-looking
statements are not historical facts, but rather are based on current
expectations, estimates, and projections about our industry, our beliefs, and
our assumptions. Words such as "believes," "anticipates," "expects," "intends"
and similar expressions are intended to identify forward-looking statements, but
are not the exclusive means of identifying such statements. These
forward-looking statements are not guarantees of future performance and concern
matters that involve risks and uncertainties that could cause our actual results
to differ materially from those in the forward-looking statements. These risks
and uncertainties include those described in "Risk Factors" and elsewhere in
this prospectus. Except as required by law, we undertake no obligation to revise
any forward-looking statements in order to reflect events or circumstances that
may arise after the date of this prospectus. Actual events or results may differ
materially from those discussed in this prospectus.
THE COMPANY
General. We are a development-stage specialty bio-pharmaceutical company
engaged in the development of prescription drugs and skin care products based on
our patented topical and transdermal drug delivery technologies.
Cellegy's most advanced prescription product candidates include Anogesic(R)
(nitroglycerin ointment), a product for treatment of anal fissures and
hemorrhoids, Tostrex(TM) (testosterone gel), a transdermal product for the
treatment of male hypogonadism, and Tostrelle(TM) (testosterone gel), a product
for treatment of female sexual dysfunction. Anogesic(R) and Tostrex(TM) are
currently undergoing Phase III clinical trials. Tostrelle(TM) is undergoing a
Phase I/II clinical trial.
Clinical Trials. The Anogesic(R) Phase III clinical trial is intended to
demonstrate reduction in pain of chronic anal fissures. The trial is designed to
include approximately 165 to 180 patients enrolled at several study centers in
the United States and overseas locations. The study protocol was developed by
Cellegy, and the trial is being monitored by outside contract research
organizations under Cellegy's guidance. Cellegy expects to file a New Drug
Application, or NDA, by the end of 2001, assuming no unforeseen trial
recruitment delays and successful clinical trial results. Cellegy is also
conducting Phase II trials evaluating Anogesic(R) in the treatment of
hemorrhoids and post-surgical hemorrhoidectomy pain.
The Tostrex(TM) Phase III clinical trial is designed to restore normal
levels of testosterone in men with testosterone deficiency, a condition known as
male hypogonadism. The trial is being conducted at several study centers in the
United States and is being monitored by Cellegy and an outside contract research
organization. The trial is currently designed to include approximately 200 to
240 patients, and we expect to file an NDA by the end of 2001, assuming no
unexpected delays and successful clinical trial results.
Tostrelle(TM) is at an early stage of clinical development compared with
Anogesic(R) and Tostrex(TM). One Phase I/II study has been completed which
evaluated testosterone concentrations following varying doses of Tostrelle(TM)
given to post menopausal women. We recently began an expanded Phase I/II trial
with approximately 36 women in the United Kingdom designed to determine the
optimal dosing regimen of Tostrelle(TM) in surgically-induced menopausal women.
If this trial is successful, we plan to meet with the U.S. Food and Drug
Administration, or the FDA, to discuss future trials including a larger Phase
II/III trial. A number of other factors will impact the timing, size and design
of these more advanced clinical trials and final product approvals.
In addition to prescription drugs, Cellegy is developing and testing a line
of non-prescription skin care products. One of its product blends is being
marketed through a major specialty retailer in the United States.
RISK FACTORS
Please carefully consider the specific factors set forth below as well as
the other information contained in, or incorporated by reference into, this
prospectus before purchasing shares of our common stock. This prospectus
contains forward-looking statements that involve risks and uncertainties. Our
actual results may differ significantly from the results discussed in the
forward-looking statements. Factors that might cause such a difference include,
but are not limited to, those discussed below.
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<PAGE>
We have a history of losses, and we expect losses to continue for at least
several years.
Our accumulated deficit as of September 30, 2000 was approximately $47.2
million. We have never operated profitably and, given our planned level of
operating expenses, we expect to continue to incur losses for at least the next
several years. We plan to increase our operating expenses as we continue to
devote significant resources to pre-clinical studies, clinical trials,
administrative, marketing and patent activities. We have not generated any
significant revenues from royalties or licensing of our technologies, and we
expect that it will take several years for our major prescription products to be
approved in the larger pharmaceutical markets. Accordingly, without substantial
revenues from new corporate collaborations, royalties on product sales or other
revenue sources, we expect to incur substantial and increased operating losses
in the foreseeable future as our earlier stage potential products move into
clinical development, and as we invest in research or acquire additional
technologies, product candidates or businesses. Our losses may increase in the
future, and even if we achieve our revenue targets, we may not be able to
sustain or increase profitability on a quarterly or annual basis. The amount of
future net losses, and the time required to reach profitability, are both highly
uncertain. To achieve sustained profitable operations, we must, among other
things, successfully discover, develop, obtain regulatory approvals for and
market pharmaceutical or cosmeceutical products. We cannot assure you that we
will ever be able to achieve or sustain profitability.
Our clinical trial results are very difficult to predict in advance, and failure
of one or more clinical trials could adversely affect our business and our stock
price.
Before we obtain regulatory approval for the commercial sale of most
potential drug products, we must demonstrate through pre-clinical studies and
clinical trials that the product is safe and efficacious for use in the clinical
indication for which approval is sought. We cannot assure you that the FDA or
other international regulatory authorities will permit us to undertake any
future clinical trials for potential products or to continue any of the current
clinical trials. To date, we have not sought FDA approval to distribute any
products. Moreover, results of pre-clinical studies and early clinical trials
may not be good predictors of results that will be obtained in later-stage
clinical trials. We cannot assure you that Cellegy's present or future clinical
trials, including for example, the current Phase III clinical trials using our
Anogesic(R) and Tostrex(TM) products, or the current Phase I/II dose ranging
study for Tostrelle(TM), will demonstrate the results required for approval to
market these potential products or even to continue with additional clinical
development. Because of the independent and blind nature of certain human
clinical testing, there will be extended periods during the testing process when
we will have only limited, or no, access to information about the status or
results of the tests, and this is the case with our current Phase III
Anogesic(R) clinical trial. Other pharmaceutical companies have believed that
their products performed satisfactorily in early tests, only to find their
performance in later tests, including Phase III clinical trials, to be
inadequate or unsatisfactory, or that FDA Advisory Committees have declined to
recommend approval of the drugs, or that the FDA itself refused approval, with
the result that such companies' stock prices have fallen precipitously. If
Anogesic(R) or Tostrex(TM) fail to successfully complete the current Phase III
trials or related clinical testing, including toxicology studies, our business
and stock price would be materially and adversely affected.
Possible FDA regulation of our cosmeceutical products as drugs could prohibit
them from being commercialized.
If the FDA attempted to regulate our cosmeceutical products as drugs rather
than cosmetics, we could be delayed or prevented from marketing and receiving
revenues from sales of those products. The term "cosmeceuticals" is not defined
in the Food, Drug and Cosmetics Act. The FDA has not defined the term by
regulation and may consider use of the term to imply drug-like qualities.
Cosmeceuticals (a hybrid of the words "cosmetics" and "pharmaceuticals") are
products that contain active ingredients which, when applied to the skin, will
enhance appearance. Cosmeceuticals which satisfy the definition of a cosmetic
under the FD&C Act and which are not also drugs under that statute are not
subject to the same FDA requirements as drug products. The FDA may contend that
one or more cosmeceutical products, including Cellegy's or competitors'
anti-wrinkling products that are currently marketed or may in the future be
marketed, are not cosmetics but instead are subject to regulation as drugs, and
this could delay or prevent us from marketing these products.
The Company faces intense competition from larger companies, and in the future
Cellegy may not have the resources required to develop innovative products.
Cellegy's products are subject to competition from existing products.
The pharmaceutical and cosmeceutical industries are subject to rapid and
significant technological change. In the development and marketing of topical
prescription drugs, skin care and other cosmeceutical products and drug delivery
systems, Cellegy faces intense competition. Cellegy is much smaller in terms of
size and resources than
4
<PAGE>
many of its competitors in the United States and abroad, which include, among
others, major pharmaceutical, chemical, cosmetic, consumer product and
biotechnology companies, specialized firms, universities and other research
institutions. Cellegy's competitors may succeed in developing technologies and
products that are more effective than any that we are developing and could
render Cellegy's technology and potential products obsolete and noncompetitive.
Many of these competitors have substantially greater financial and technical
resources, clinical production and marketing capabilities and regulatory
experience. In addition, Cellegy's products are subject to competition from
existing products. For example, Cellegy's Tostrex product, if commercialized, is
expected to compete with two currently marketed transdermal patch products sold
by Alza Corporation and one transdermal testosterone gel product marketed by
Unimed/Solvay. Cellegy's Anogesic product, if commercialized, is expected to
compete with over-the-counter products, such as Preparation H marketed by
American Home Products, and various other prescription products. As a result, we
cannot assure you that Cellegy's products under development will be able to
compete successfully with existing products or innovative products under
development by other organizations.
The type and scope of patent coverage we have may limit the commercial success
of our products.
Cellegy's success depends, in part, on our ability to obtain patent
protection for our products and methods, both in the United States and in other
countries. Several of Cellegy's products are based on existing compounds with a
history of use in humans but are being developed by Cellegy for new therapeutic
use in skin diseases. Cellegy cannot obtain composition patent claims on the
compound itself, and will instead need to rely on patent claims, if any,
directed to use of the compound to treat certain conditions or to specific
formulations we are attempting to develop. Cellegy may not be able to prevent a
competitor from using our formulations or compounds for a different purpose. We
cannot assure you that any additional patents will be issued to Cellegy, that
the protection of any patents issued in the future will be commercially valuable
or that current or future patents will be held valid if subsequently challenged.
The patent position of companies engaged in businesses such as Cellegy's
business generally is uncertain and involves complex legal and factual
questions. There is a substantial backlog of patent applications at the United
States Patent and Trademark Office. Further, issued patents can later be held
invalid by the patent office issuing the patent or by a court. There can be no
assurance that any patent applications relating to Cellegy's products or methods
will issue as patents, or, if issued, that the patents will not be challenged,
invalidated or circumvented or that the rights granted thereunder will provide
us a competitive advantage. In addition, many other organizations are engaged in
research and product development efforts in drug delivery, skin biology and
cosmeceutical fields that may overlap with Cellegy's products. Such
organizations may currently have, or may obtain in the future, legally blocking
proprietary rights, including patent rights, in one or more products or methods
under development or consideration by Cellegy. These rights may prevent us from
commercializing technology, or may require Cellegy to obtain a license from the
organizations to use the technology. Cellegy may not be able to obtain any such
licenses that may be required on reasonable financial terms, if at all, or that
the patents underlying any such licenses will be valid or enforceable. Moreover,
the laws of certain foreign countries do not protect intellectual property
rights relating to United States patents as extensively as those rights are
protected in the United States. Cellegy is subject to the risk that individuals
or organizations located in such countries will engage in development, marketing
or sales activities of Cellegy's products.
Our agreement with the University of California may be cancelled if milestones
are not achieved or renegotiated.
In March 1994 we entered into an exclusive license agreement with the
University of California giving us exclusive rights to patent rights, jointly
held by the University and Cellegy, to certain drug delivery technologies. The
University may terminate the agreement if Cellegy does not achieve development
and performance milestones. In 1997 Cellegy and the University amended the
agreement to modify and extend certain development and commercialization
milestones. The current milestones are tied to the achievement of certain
clinical, regulatory or product commercialization goals over the next several
years. We are currently negotiating an amendment with the University to extend
some of the milestone dates. Cellegy has previously satisfactorily negotiated an
extension date on milestones associated with this agreement and believes that it
will be able to do so again. If an extension cannot be negotiated, a resulting
loss of rights to these technologies would have a material effect on some
planned products, but no direct impact on our current products undergoing
clinical trials.
Our product sales strategy involving corporate partners is highly uncertain. No
new partnership agreements have been finalized.
5
<PAGE>
Cellegy is seeking to enter into agreements with certain corporate partners
granting rights to commercialize our lead products, Anogesic(R) and Tostrex(TM).
As of the date of this prospectus, however, Cellegy has not entered into any
agreements with third parties to commercialize either product. Cellegy may not
be able to establish any such collaborative arrangements. Failure to enter into
any such arrangements could prevent, delay or otherwise have a material adverse
effect on our ability to develop and market Anogesic(R), Tostrex(TM) or other
products (particularly in certain international markets) that we desire to
commercialize through third party arrangements, and we may not have the
resources or the experience to successfully commercialize any such products on
our own. Similarly, if we are unable to find another corporate partner to
develop or market our cosmeceutical products, they may never be commercialized.
If we are able to enter into one or more corporate partner arrangements, we may
rely on our partners to conduct clinical trials, obtain regulatory approvals
and, if approved, manufacture and market or co-promote these products. However,
reliance on third party partners can create risks to our product
commercialization efforts. Once agreements are completed, Cellegy may have
little or no control over the development of these potential products and little
or no opportunity to review clinical data before or after public announcement of
results. Further, any arrangements that may be established may not be
successful.
We are subject to regulation by regulatory authorities including the FDA, which
could delay or prevent marketing of our products.
Cellegy's prescription products, and our ongoing research and clinical
activities such as those relating to Anogesic(R), Tostrex(TM), and
Tostrelle(TM), are subject to extensive regulation by governmental regulatory
authorities in the United States and other countries. Extensive current
pre-clinical and clinical testing requirements and the regulatory approval
process of the FDA in the United States and of certain foreign regulatory
authorities, or additional future government regulations, could prevent or delay
regulatory approval of Cellegy's products. Notwithstanding our current
relationships with those authorities, disagreements may occur in the future, and
one or more of our ongoing or planned clinical trials could be delayed or
repeated in order to satisfy regulatory requirements. For example, if our
expanded Phase I/II trial regarding Tostrelle(TM) is successful, we plan to meet
with the FDA to discuss future trials, and the FDA could impose requirements on
future trials that could delay the regulatory approval process. Sales of
Cellegy's products outside the United States are subject to regulatory
requirements governing clinical trials and marketing approval. These
requirements vary widely from country to country and could delay introduction of
Cellegy's products in those countries.
Our prospects for obtaining additional financing, if required, are uncertain and
failure to obtain needed financing could affect our ability to develop or market
products.
Throughout our history, we have consumed substantial amounts of cash. Our
cash needs are expected to continue to increase significantly over at least the
next several years in order to fund the additional expenses required to expand
our current research and development programs. Cellegy has no current source of
significant ongoing revenues or capital beyond existing cash and investments,
and certain product sales of Rectogesic in Australia and to Gryphon, the
development subsidiary of a major specialty retailer. In order to complete the
research and development and other activities necessary to commercialize our
products, additional financing will be required.
Cellegy will seek private or public equity investments and future
collaborative arrangements with third parties to help fund future cash needs.
Such funding may not be available on acceptable terms, if at all. Insufficient
funding may require Cellegy to delay, reduce or eliminate some or all of our
research and development activities or planned clinical trial programs. Cellegy
believes that available cash resources and interest earned will be adequate to
satisfy its capital needs through at least December 31, 2001.
We currently have no products we sell on our own and have limited sales and
marketing experience.
We may market certain of our products, if successfully developed and
approved, through a direct sales force in the United States and through sales
and marketing partnership or distribution arrangements outside the United
States. Cellegy has very limited experience in sales, marketing or distribution.
To market our products directly, we intend to establish a marketing group and
direct sales force in the United States or obtain the assistance of our
marketing partner. If we enter into marketing or licensing arrangements with
established pharmaceutical companies, our revenues will be subject to the terms
and conditions of such arrangements and will be dependent on the efforts of our
partner. Cellegy may not be able to successfully establish a direct sales force,
or assure you that our collaborators may not effectively market any of our
potential products, and either circumstance could have a material adverse effect
on our business and stock price.
6
<PAGE>
We have not manufactured products before and are dependent on a limited number
of critical suppliers.
Cellegy has no direct experience in manufacturing commercial quantities of
products and currently does not have any capacity to manufacture products on a
large commercial scale. We currently rely on a limited number of contract
manufacturers and suppliers to manufacture our formulations. Although we believe
that there will be adequate third party manufacturers, there can be no assurance
that we will be able to enter into acceptable agreements with them. In the
future, we may not be able to obtain contract manufacturing on commercially
acceptable terms for compounds or product formulations in the quantities we
need. Manufacturing or quality control problems could occur at the contract
manufacturers such that they may not be able to maintain compliance with the
FDA's current good manufacturing practice requirements necessary to continue
manufacturing our products.
We have very limited staffing and will continue to be dependent upon key
employees
Our success is dependent upon the efforts of a small management team,
including K. Michael Forrest, our chief executive officer. We have an employment
agreement with Mr. Forrest and certain other officers, but none of our officers
is bound by an employment for any specific term. If key individuals leave
Cellegy, we could be adversely affected if suitable replacement personnel are
not quickly recruited. Our future success depends upon our ability to continue
to attract and retain qualified scientific, marketing and technical personnel.
There is intense competition for qualified personnel in all functional areas,
and competition particularly in the San Francisco Bay Area where our principal
facility is located, which make it difficult to attract and retain the qualified
personnel necessary for the development and growth of our business.
We are subject to the risk of product liability lawsuits.
The testing, marketing and sale of human health care products entails an
inherent risk of allegations of product liability. We are subject to the risk
that substantial product liability claims could be asserted against us in the
future. Cellegy has obtained $4 million in insurance coverage relating to our
clinical trials. There can be no assurance that Cellegy will be able to obtain
or maintain insurance on acceptable terms, particularly in overseas locations,
for clinical and commercial activities or that any insurance obtained will
provide adequate protection against potential liabilities.
Our stock price could be volatile.
Our stock price has from time to time experienced significant price and
volume fluctuations. Sometimes our stock price has varied depending on
fluctuations in the Nasdaq National Market generally, and sometimes fluctuations
have resulted from matters more specific to Cellegy, such as an announcement of
clinical trial results or other corporate developments. Announcements that could
significantly impact our stock price include:
o clinical trial results, such as results of the Anogesic(R)or
Tostrex(TM)trials;
o developments or disputes concerning patent or proprietary rights;
o publicity regarding actual or potential clinical results or regulatory
developments relating to our products under development or by our
competitors; and
o period-to-period fluctuations in our financial results, including
operating expenses or profits.
USE OF PROCEEDS
If the warrants described under "Selling Shareholders" below are exercised
for cash, then we would receive the proceeds from exercise of the warrants.
However, we will not receive any proceeds from the sale of the common stock by
any of the selling shareholders.
SELLING SHAREHOLDERS
We are registering the shares of common stock pursuant to the following
agreements:
7
<PAGE>
o a Common Stock Purchase Agreement dated as of October 2, 2000 (the
"October 2000 Agreement"), by and among Cellegy and the selling
shareholders named below under the heading "October 2, 2000 Purchasers";
o a warrant dated March 21, 2000 by Cellegy and Gruntal & Co. L.L.C.,
dated March 21, 2000, to purchase 150,000 shares of common stock at an
exercise price of $8.50 per share at any time or from time to time after
March 21, 2001 until March 21, 2004;
o a warrant dated March 21, 2000, granted by Cellegy to Gruntal to
purchase 150,000 shares of common stock at an exercise price of $15.00
per share, at any time from September 21, 2001 until March 21, 2004;
o a warrant dated June 13, 2000 granted by Cellegy to Richcone Pty Ltd, to
purchase up to 171,146 shares of common stock at an exercise price of
$6.60 per share, expiring June 13, 2002;
o the Stock Purchase Agreement dated as of April 14, 2000 by and among
Cellegy, Quay Pharmaceuticals Pty Ltd ACN 084 808 882, Richcone Pty Ltd
ACN 064 469 861, Cellegy Australia Pty Ltd ACN 092 129 596, and Dr.
David Z. Lubowski (the "Cellegy Australia Agreement"); and
o a warrant dated February 25, 2000 granted by Cellegy to Marc Parham to
purchase up to 3,500 shares of common stock at an exercise price of
$6.8125 per share in consideration of services provided to Cellegy.
The warrants to Gruntal were issued in connection with an agreement between
Gruntal and Cellegy for Gruntal to provide financial strategy and corporate
development advice and services.
The following table sets forth information based on Cellegy's knowledge as
of the date of this prospectus, with respect to the selling shareholders and the
shares of the common stock that may be offered pursuant to this prospectus.
Except as described below, none of the selling shareholders has, or within the
past three years has had, any position, office or other material relationship
with us or any of our predecessors or affiliates.
Each selling shareholder represented to us, in their respective agreements,
that they were purchasing such shares for investment and with no present
intention of distributing or reselling such securities. However, in recognition
of the fact that each such shareholder, even though purchasing such shares for
investment, wishes to be legally permitted to sell the shares when they deem
appropriate, we are filing this registration statement. Upon effectiveness, the
selling shareholders may from time to time offer and sell any or all of their
shares pursuant to this prospectus. Because the selling shareholders are not
obligated to sell shares of common stock, and because selling shareholders may
also acquire publicly traded shares of our common stock, we cannot estimate how
many shares of common stock each selling shareholder will beneficially own after
this offering.
8
<PAGE>
<TABLE>
<CAPTION>
Shares of Common
Stock Beneficially Shares of Common Stock
Owned (1) Beneficially Owned (1)
Prior to the Offering Number of Shares After the Offering
--------------------- Being -----------------------
October 2000 Purchasers Number Percent Offered Number Percent
----------------------- ------ ------- ------- --------- ------
<S> <C> <C> <C> <C> <C>
Four Partners 3,550,400(2) 25.8% 425,000 3,125,400 22.7%
c/o Barry Bloom
667 Madison Avenue
New York, NY 10021
Capital Research & Management Company (3) 825,000 6.0% 825,000 -- 0.0%
(SMALLCAP World Fund, Inc.)
c/o Capital Research & Management Company
333 South Hope Street
Los Angeles, CA 90071
Framlington Health Fund 125,000 0.9% 125,000 -- 0.0%
Munder Framlington Healthcare Fund 125,000 0.9% 125,000 -- 0.0%
Other Selling Shareholders
Gruntal & Co., L.L.C. 300,000(4) 2.2% 300,000 -- 0.0%
Richcone Pty Ltd 340,369(5) 2.5% 340,369 -- 0.0%
Quay Pharmaceuticals Pty Ltd 1 0.0% 1 -- 0.0%
Marc Parham 3,500 0.0% 3,500 -- 0.0%
<FN>
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Unless otherwise indicated below, the persons
and entities named in the table have sole voting and sole investment power with
respect to all shares beneficially owned, subject to community property laws
where applicable.
(2) Consists of: (i) 1,150,000 shares of common stock owned by Four Partners,
including the 425,000 shares covered by this prospectus; (ii) 47,700 shares of
common stock owned by Four-Fourteen Partners LLC; (iii) 448,830 shares of common
stock owned by The Andrew H. Tisch 1999 Annuity Trust I; (iv) 448,830 shares of
common stock owned by The Daniel R. Tisch 1999 Annuity Trust I; (v) 448,830
shares of common stock owned by The James S. Tisch 1999 Annuity Trust I; (vi)
448,830 shares of common stock owned by The Thomas J. Tisch 1999 Annuity Trust
I; (vii) 19,200 shares of common stock held by James S. Tisch as custodian for
his children; (viii) 129,270 shares of common stock owned by The Andrew H. Tisch
2000 Annuity Trust VI; (ix) 129,270 shares of common stock owned by The Daniel
R. Tisch 2000 Annuity Trust VI; (x) 129,270 shares of common stock owned by The
James S. Tisch 2000 Annuity Trust VI; (xi) 129,270 shares of common stock owned
by The Thomas J. Tisch 2000 Annuity Trust VI; (xii) 7,500 shares of common stock
owned by Felix J. Baker; and (xiii) 13,600 shares of common stock jointly owned
by Julian C. Baker and Felix J. Baker through a partnership of which they are
the sole partners.
</FN>
</TABLE>
Four Partners is a New York general partnership, the sole partners of which
are Andrew H. Tisch 1991 Trust, for which Andrew H. Tisch is the managing
trustee, Daniel R. Tisch 1991 Trust, for which Daniel R. Tisch is the managing
trustee, James S. Tisch 1991 Trust, for which James S. Tisch is the managing
trustee, and Thomas J. Tisch 1991 Trust, for which Thomas J. Tisch is the
managing trustee. Four Partners might be deemed to be the beneficial owner of
the shares of common stock owned by the 1999 Annuity Trust I and the 2000
Annuity Trust VI, by James S. Tisch as custodian enumerated above.
Cellegy has an agreement that so long as Four Partners and persons and
entities associated with Four Partners and/or the Tisch Family own at least
1,250,000 shares of Cellegy Common Stock, that Cellegy will, upon request of
such shareholders, increase the authorized number of the members of Cellegy's
Board of Directors and cause one designee of such shareholders to be nominated
and elected to fill one such position on the Board of Directors. Pursuant to
that agreement, Felix Baker was designated and elected a director of Cellegy. In
December 2000, Julian C. Baker was also elected a director of Cellegy.
9
<PAGE>
(3) Capital Research & Management Company is the investment adviser to SMALLCAP
World Fund, Inc., a public mutual fund, which purchased and is the registered
owner of the shares shown in the table.
(4) Consists of a warrant to purchase 150,000 shares exercisable between March
21, 2001 and March 21, 2004 at an exercise price of $8.50 per share, and a
warrant to purchase 150,000 shares exercisable between September 21, 2001 and
March 21, 2004 at an exercise price of $15.00 per share.
(5) Consists of a warrant dated June 13, 2000, to purchase 171,146 shares at an
exercise price of $6.60 per share, and 169,223 shares of common stock.
Pursuant to the Cellegy Australia Agreement, in June 2000 Cellegy acquired
all of the outstanding shares of Cellegy Australia. Before that date, Richcone
and Quay Pharmaceuticals had to transferred to Cellegy Australia assets
consisting primarily of Quay's product, named Rectogesic (nitroglycerin
ointment), for the treatment of anal fissures, and related intellectual property
and assets relating to the Australian and South African markets.
PLAN OF DISTRIBUTION
We have filed a Registration Statement of which this prospectus forms a
part pursuant to registration rights we granted to the selling shareholders
pursuant to the October 2000 Agreement, the Cellegy Australia Agreement, and the
Gruntal Warrants.
To our knowledge, no selling shareholder has entered into any agreement,
arrangement or understanding with any particular broker or market maker with
respect to the shares of common stock offered hereby, nor do we know the
identity of the brokers or market makers that will participate in the sale of
the shares. As used in this prospectus, the term "selling shareholders" includes
donees and pledgees selling shares received from a named selling shareholder
after the date of this prospectus.
Who May Sell; How Much; Applicable Restrictions. The selling shareholders
may from time to time offer the shares of common stock through brokers, dealers
or agents who may receive compensation in the form of discounts, concessions or
commissions from the selling shareholders and/or the purchasers of the shares of
common stock for whom they may act as agent. In effecting sales, broker-dealers
that are engaged by the selling shareholders may arrange for other
broker-dealers to participate. The selling shareholders and any such brokers,
dealers or agents who participate in the distribution of the shares of common
stock may be deemed to be "underwriters," and any profits on the sale of the
shares of common stock by them and any discounts, commissions or concessions
received by any such brokers, dealers or agents might be deemed to be
underwriting discounts and commissions under the Securities Act. To the extent
the selling shareholders may be deemed to be underwriters, the selling
shareholders may be subject to certain statutory liabilities of, including but
not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5
under the Exchange Act. To our knowledge, there are currently no plans,
arrangements or understandings between any selling shareholders and any broker,
dealer, agent or underwriter regarding the sale of the shares of common stock by
the selling shareholders.
Manner of Sales and Applicable Restrictions. The selling shareholders will
act independently of Cellegy in making decisions with respect to the timing,
manner and size of each sale. Such sales may be made over the Nasdaq Stock
Market or otherwise, at then prevailing market prices, at prices related to
prevailing market prices or at negotiated prices. The shares of common stock may
be sold according to one or more of the following methods:
(a) a block trade in which the broker or dealer so engaged will
attempt to sell the shares of common stock as agent but may
position and resell a portion of the block as principal to
facilitate the transaction;
(b) purchases by a broker or dealer as principal and resale by such
broker or dealer for its account pursuant to this prospectus;
(c) an over-the-counter distribution in accordance with the Nasdaq
rules;
(d) ordinary brokerage transactions and transactions in which the
broker solicits purchasers;
(e) privately negotiated transactions.
A selling shareholder may decide not to sell any shares. We cannot assure
you that any selling shareholder will use this prospectus to sell any or all of
the shares. Any shares covered by this prospectus which qualify for sale
10
<PAGE>
pursuant to Rule 144 or Rule 144A of the Securities Act 1933 may be sold under
Rule 144 or Rule 144A rather than pursuant to this prospectus. In addition, a
selling shareholder may transfer, devise or gift the shares by other means not
described in this prospectus.
Certain persons participating in this offering may engage in transactions
that stabilize, maintain or otherwise affect the price of our common stock,
including the entry of stabilizing bids or syndicate covering transactions or
the imposition of penalty bids. The selling shareholders and any other person
participating in such distribution will be subject to applicable provisions of
the Exchange Act and the rules and regulations thereunder including, without
limitation, Regulation M (which regulation may limit the timing of purchases and
sales of any of the shares of common stock by the selling shareholders and any
other such person). The anti-manipulation rules under the Exchange Act may apply
to sales of shares of common stock in the market and to the activities of the
selling shareholders and their affiliates. Furthermore, Regulation M of the
Exchange Act may restrict the ability of any person engaged in the distribution
of the shares of common stock to engage in market-making activities with respect
to the particular shares of common stock being distributed for a period of up to
five business days prior to the commencement of such distribution. All of the
foregoing may affect the marketability of the shares of common stock and the
ability of any person or entity to engage in market-making activities with
respect to the shares of common stock.
Rules 101 and 102 of Regulation M under the Exchange Act, among other
things, generally prohibit certain participants in a distribution from bidding
for or purchasing for an account in which the participant has a beneficial
interest, any of the securities that are the subject of the distribution. Rule
104 of Regulation M governs bids and purchases made to stabilize the price of a
security in connection with a distribution of the security.
Hedging and Other Certain Transactions with Broker-Dealers. In connection
with distributions of the shares of common stock or otherwise, the selling
shareholders may enter into hedging transactions with broker-dealers. In
connection with such transactions, broker-dealers may engage in short sales of
the shares of common stock registered hereunder in the course of hedging the
positions they assume with selling shareholders. The selling shareholders may
also sell shares of common stock short and redeliver the shares of common stock
to close out such short positions. The selling shareholders may also enter into
option or other transactions with broker-dealers which require the delivery to
the broker-dealer of the shares of common stock registered hereunder, which the
broker-dealer may resell or otherwise transfer pursuant to this prospectus.
Selling shareholders may also loan or pledge the shares of common stock
registered hereunder to a broker-dealer and the broker-dealer may sell the
shares of common stock so loaned or, upon a default, the broker-dealer may
effect sales of the pledged shares of common stock pursuant to this prospectus.
Expenses Associated With Registration. We have agreed to pay the expenses
of registering the shares of common stock under the Securities Act, including
registration and filing fees, printing expenses, administrative expenses and
certain legal and accounting fees. Each of the selling shareholders will bear
its pro rata share of all discounts, commissions or other amounts payable to
underwriters, dealers or agents as well as fees and disbursements for legal
counsel retained by any such selling shareholder.
Indemnification. Under the terms of the Agreement, we have agreed to
indemnify each of the parties to the Agreement and certain other persons against
certain liabilities in connection with the offering of the shares of common
stock, including liabilities arising under the Securities Act.
Prospectus Updates; Suspension of this Offering. At any time a particular
offer of the shares of common stock is made, a revised prospectus or prospectus
supplement, if required, will be distributed. Such prospectus supplement or
post-effective amendment will be filed with the SEC to reflect the disclosure of
required additional information with respect to the distribution of the shares
of common stock. Under the terms of the Agreement, upon the occurrence of any
event known to our executive officers as a result of which this prospectus is
known by our executive officers to include an untrue statement of a material
fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the
circumstances then existing, the parties have each agreed not to trade shares of
common stock from the time the selling shareholder receives notice from Cellegy
of such an event until such party receives a prospectus supplement or amendment.
Upon the occurrence of such an event, a prospectus supplement or post-effective
amendment, if required, will be distributed to the parties.
11
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities Exchange
Act of 1934 and, in accordance therewith, we file reports and other information
with the Securities and Exchange Commission. Reports, registration statements,
proxy and information statements, and other information that we have filed can
be inspected and copied at the public reference facilities maintained by the SEC
at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, as well as the
regional offices of the SEC located at Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661, and Seven World Trade Center, Suite 1300,
New York, New York 10048. You may obtain copies of such material from the Public
Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549
at rates prescribed by the SEC. The public may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC also maintains a World Wide Web site that contains reports, proxy and
information statements, and other information that is filed electronically with
the SEC. This Web site can be accessed at http://www.sec.gov. Our common stock
is listed on the Nasdaq Stock Market and reports, proxy statements and other
information concerning Cellegy may be inspected at the offices of the National
Association of Securities Dealers, Inc., 9513 Key West Avenue, Rockville,
Maryland 20850.
We have filed with the SEC a registration statement on Form S-3 (together
with all amendments and exhibits thereto, the "Registration Statement") under
the Securities Act with respect to the common stock offered hereby. This
prospectus does not contain all of the information set forth in the Registration
Statement and its exhibits and schedules, certain parts of which are omitted in
accordance with the rules and regulations of the SEC. For further information
with respect to us and our common stock, please refer to the Registration
Statement and its exhibits and schedules. Statements contained in this
prospectus as to the contents of any contract or other document are not
necessarily complete and, in each instance, reference is made to the copy of
such contract or document filed as an exhibit to the Registration Statement.
Each such statement is qualified in all respects by such reference. Copies of
the Registration Statement, including exhibits thereto, may be inspected without
charge at the SEC's principal office in Washington, D.C., and you may obtain
copies from this office upon payment of the fees prescribed by the SEC.
We will furnish without charge to each person, including any beneficial
owner, to whom a copy of this prospectus is delivered, upon such person's
written or oral request, a copy of any and all of the information that has been
incorporated by reference into this prospectus (other than exhibits to such
documents, unless such exhibits are specifically incorporated by reference
herein as well). Requests for such copies should be directed to A. Richard
Juelis, our Chief Financial Officer, at (650) 616-2200.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents that we have filed with the SEC are incorporated by
reference into this prospectus:
(a) the Registration Statement and the exhibits and schedules filed
therewith;
(b) our annual report on Form 10-K for the fiscal year ended December
31, 1999;
(c) all other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since December 31, 1999, including: (1) our quarterly
reports on Form 10-Q for the fiscal quarters ended March 31, 2000,
June 30, 2000, and the amendment thereto filed August 9, 2000, and
September 30, 2000; (2) our definitive Proxy Statement filed on
April 12, 2000; and (3) our Reports on Form 8-K filed on June 15,
2000 and October 5, 2000; and
(d) all other information that we file with the SEC 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
this offering.
Any statement incorporated herein shall be deemed to be modified or
superseded for the purposes of this prospectus and the Registration Statement to
the extent that a statement contained herein or in any other subsequently filed
document that 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 and the Registration Statement.
LEGAL MATTERS
The validity of the issuance of the shares of common stock offered hereby
will be passed upon for us by Fenwick & West LLP, our counsel.
12
<PAGE>
EXPERTS
Ernst & Young LLP, independent auditors, have audited our financial
statements included in our Annual Report on Form 10-K for the year ended
December 31, 1999, as set forth in their report, which is incorporated by
reference in this prospectus and elsewhere in the registration statement. Our
financial statements are incorporated by reference in reliance on Ernst & Young
LLP's report, given on their authority as experts in accounting and auditing.
13
<PAGE>
================================================================================
CELLEGY PHARMACEUTICALS, INC.
2,143,870 Shares of Common Stock
--------------------
PROSPECTUS
--------------------
================================================================================
14
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses to be paid by the Registrant in connection with this
offering are as follows:
NASDAQ Stock Market Fee $ 15,000.00
Securities and Exchange Commission registration fee 4,417.00
Accounting fees and expenses 10,000.00
Legal fees and expenses 25,000.00
Miscellaneous 5,000.00
------------
Total $ 59,417.00
------------
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Amended and Restated Articles of Incorporation (the
"Restated Articles") include a provision that eliminates the personal liability
of its directors to the Registrant and its shareholders for monetary damages for
breach of the directors' fiduciary duties to the maximum extent permitted under
California law. This limitation has no effect on a director's liability (i) for
acts or omissions that involve intentional misconduct or a knowing and culpable
violation of law, (ii) for acts or omissions that a director believes to be
contrary to the best interests of the Registrant or its shareholders or that
involve the absence of good faith on the part of the director, (iii) for any
transaction from which a director derived an improper personal benefit, (iv) for
acts or omissions that show a reckless disregard for the director's duty to the
Registrant or its shareholders in circumstances in which the director was aware,
or should have been aware, in the ordinary course of performing a director's
duties, of a risk of a serious injury to the Registrant or its shareholders, (v)
for acts or omissions that constitute an unexcused pattern of inattention that
amounts to an abdication of the director's duty to the Registrant or its
shareholders, (vi) under Section 310 of the California Corporations Code (the
"California Code") (concerning contracts or transactions between the Registrant
and a director) or (vii) under Section 316 of the California Code (concerning
directors' liability for improper dividends, loans and guarantees). The
provision does not extend to acts or omissions of a director in his capacity as
an officer. Further, the provision has no effect on claims arising under federal
or state securities laws and will not affect the availability of injunctions and
other equitable remedies available to the Registrant's shareholders for any
violation of a director's fiduciary duty to the Registrant or its shareholders.
The Restated Articles also include an authorization for the Registrant to
indemnify its agents (as defined in Section 317 of the California Code), through
bylaws provisions, by agreement or otherwise, to the fullest extent permitted by
law. Pursuant to this latter provision, the Registrant's Bylaws provide for
indemnification of the Registrant's directors, officers and employees.
Indemnification may only be authorized by a majority of Registrant's directors
or shareholders or by order of a court, unless the agent has been successful on
the merits. In addition, the Registrant's policy is to enter into
indemnification agreements with each of its officers and directors. These
indemnification agreements provide that directors and officers will be
indemnified and held harmless to the fullest extent permitted by law. These
agreements, together with the Restated Articles, may require the Registrant,
among other things, to indemnify such directors, officers and employees against
certain liabilities that may arise by reason of their status or service as
directors or officers (other than liabilities resulting from willful misconduct
of a culpable nature), to advance expenses to them as they are incurred,
provided that they undertake to repay the amount advanced if it is ultimately
determined by a court that they are not entitled to indemnification, and to
obtain directors' and officers' insurance if available on reasonable terms.
Section 317 of the California Code makes provisions for the indemnification
of officers, directors and other corporate agents in terms sufficiently broad to
indemnify such persons, under certain circumstances, for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act.
The Underwriting Agreement referred to below sets forth certain provisions
with respect to the indemnification of the Registrant and certain directors,
officers, and controlling persons against certain losses and liabilities,
including certain liabilities under the Securities Act.
The Amended and Restated Registration Rights Agreement dated April 10,
1992, entered into by and among the Registrant and various investors, and the
Amended and Restated Registration Rights Agreement dated February 10, 1995,
entered into by and among the Registrant and various investors provide for cross
indemnification of certain
15
<PAGE>
holders of Registrant's securities, and of Registrant and its officers and
directors for certain liabilities existing under the Securities Act and
otherwise.
The Registrant also maintains a director and officer liability policy.
ITEM 16. EXHIBITS.
The following exhibits are filed herewith or incorporated by reference herein:
4.1 Common Stock Purchase Agreement dated as of October 2, 2000. (1)
4.2 Common Stock Purchase Warrant dated as of March 21, 2000. (1)
4.3 Common Stock Purchase Warrant dated as of March 21, 2000. (1)
4.4 Common Stock Purchase Agreement dated as of June 13, 2000. (1)
4.5 Common Stock Purchase Warrant dated as of April 14, 2000. (1)
4.6 Common Stock Purchase Warrant dated as of February 25, 2000. (1)
5.1 Opinion of Counsel regarding the legality of common stock.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Power of Attorney (see page II-5).
---------------------------
(1) Previously filed
ITEM 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 15 above, 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 Securities 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 and will be governed by the final adjudication of such issue.
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 (the
"Securities Act"); (ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information in the Registration Statement;
and (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; provided,
however, that (i) and (ii) do not apply if the information required to be
included in a post-effective amendment thereby is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") that are incorporated by
reference in the 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.
16
<PAGE>
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) 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 Exchange Act 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.
17
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all for 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 South San Francisco, State of California, on January
4, 2001.
CELLEGY PHARMACEUTICALS, INC.
By: /s/ K. Michael Forrest
---------------------------
K. Michael Forrest, Chairman and CEO
<TABLE>
Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
PRINCIPAL EXECUTIVE OFFICER:
/s/ K. Michael Forrest
---------------------------------
K. Michael Forrest Chairman, Chief Executive Officer, January 4, 2001
and Director
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
/s/ A. Richard Juelis
---------------------------------
A. Richard Juelis Vice President, Finance, January 4, 2001
Chief Financial Officer,
and Secretary
DIRECTORS:
/s/ *
---------------------------------
Carl R. Thornfeldt, M.D. Director January 4, 2001
/s/ *
---------------------------------
Jack L. Bowman Director January 4, 2001
/s/ *
---------------------------------
Tobi B. Klar, M.D. Director January 4, 2001
/s/ *
---------------------------------
Alan A. Steigrod Director January 4, 2001
/s/ *
Larry J. Wells Director January 4, 2001
/s/ *
---------------------------------
Ronald J. Saldarini, Ph.D. Director January 4, 2001
/s/ *
---------------------------------
Felix J. Baker, Ph.D. Director January 4, 2001
* By: K. Michael Forrest Attorney-in-fact January 4, 2001
------------------
</TABLE>
18
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit Title
------- -------------
4.1 Common Stock Purchase Agreement dated as of October 2, 2000 (1)
4.2 Common Stock Purchase Warrant dated March 21, 2000 (1)
4.3 Common Stock Purchase Warrant dated as of March 21, 2000 (1)
4.4 Common Stock Purchase Agreement dated as of April 14, 2000 (1)
4.5 Common Stock Purchase Warrant dated as of June 13, 2000 (1)
4.6 Common Stock Purchase Warrant dated as of February 25, 2000 (1)
5.1 Opinion of Counsel regarding the legality of common stock
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney (see page II-5)
(1) Previously filed.
19
