<PAGE>
As filed with the Securities and Exchange Commission on December 9, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
TULARIK INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 8731 94-3148800
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
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________________________
Two Corporate Drive
South San Francisco, California 94080
(650) 825-7000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
____________________
David V. Goeddel
Chief Executive Officer
Tularik Inc.
Two Corporate Drive
South San Francisco, California 94080
(650) 825-7000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
____________________
Copies to:
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Suzanne Sawochka Hooper,Esq. David Hahn, Esq.
Stephen N. Rosenfield, Esq. Christopher L. Kaufman, Esq.
Cooley Godward LLP Latham & Watkins
Five Palo Alto Square 135 Commonwealth Drive
3000 El Camino Real Menlo Park, CA 94025
Palo Alto, CA 94306-2155 (650) 328-4600
(650) 843-5000
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_____________________
Approximate date of proposed sale to the public:
As soon as practicable after the Registration Statement becomes effective.
_____________________
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, as amended (the "Securities Act"), check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-89177
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
number for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]
CALCULATION OF REGISTRATION FEE
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Proposed Maximum
Title of Securities to be Amount to be Offering Price Per Proposed Maximum Amount of
Registered Registered (1) Share (2) Aggregate Offering Price (2) Registration Fee
- --------------------------------------------------------------------------------------------------------------------
Common stock, par value 805,000 $14.00 $11,270,000 $2,975.28
$0.001
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(1) Includes 105,000 shares of Common Stock issuable upon purchase by Pharma
Vision 2000 AG and exercise of the Underwriters' over-allotment option.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457 under the Securities Act of
1933.
(3) 7,187,500 shares were registered under SEC File No. 333-89177, of which a
filing fee of $25,976.00 was previously paid with the earlier registration
statement.
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EXPLANATORY NOTE
This registration statement relates to the initial public offering of
Common Stock of Tularik Inc. contemplated by a Registration Statement on Form S-
1, Securities and Exchange commission File No. 333-89177 (the "Prior
Registration Statement") and is filed solely to increase the number of shares to
be offered in such offering by 700,000 shares plus up to 105,000 additional
shares that may be sold to Pharma Vision 2000 AG and pursuant to the
Underwriters' over-allotment option. The contents of the Prior Registration
Statement are hereby incorporated by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Form S-1 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 the 9th day of December, 1999.
TULARIK INC.
/s/ Corinne H. Lyle
By:__________________________________
Corinne H. Lyle
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Form S-1 Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.
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Signature Title Date
<S> <C> <C>
* Chief Executive Officer December 9, 1999
______________________________________ and Director (Principal
David V. Goeddel Executive Officer)
/s/ Corinne H. Lyle Chief Financial Officer December 9, 1999
______________________________________ (Principal Finance and
Corinne H. Lyle Accounting Officer)
* Director December 9, 1999
______________________________________
A. Grant Heidrich, III
* Director December 9, 1999
______________________________________
Mark J. Levin
* Director December 9, 1999
______________________________________
Paul A. Marks
* Director December 9, 1999
______________________________________
Edward R. McCracken
* Director December 9, 1999
______________________________________
Steven L. McKnight
* Director December 9, 1999
______________________________________
Peter J. Sjostrand
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*By /s/ Corinne H. Lyle
- --------------------------------
(Attorney-In-Fact)
II-1
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EXHIBIT INDEX
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Sequentially
Exhibit No. Description Numbered Page
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1.1* Form of U.S. Underwriting Agreement
1.2* Form of International Underwriting Agreement
1.3* Form of Pharma Vision Common Stock Purchase Agreement
5.1 Opinion of Cooley Godward LLP
23.1 Consent of Ernst & Young LLP, Independent Auditors
24.1* Power of Attorney
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*Incorporated by reference from the Registration Statement on Form S-1 of the
Registrant, File No. 333-89177
<PAGE>
Exhibit 5.1
[COOLEY & GODWARD LLP LETTERHEAD]
December 9, 1999
Tularik Inc.
Two Corporate Drive
South San Francisco, CA 94080
Dear Ladies & Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Tularik Inc. (the "Company") of a Registration Statement on
Form S-1 (the "Registration Statement") with the Securities and Exchange
Commission (the "Commission"), covering a public offering of up to 805,000
shares of your common stock (the "Common Stock"). The Common Stock includes an
option to purchase an aggregate of 105,000 shares granted by the Company to
Pharma Vision 2000 AG and the underwriters.
In connection with this opinion, we have (i) examined and relied upon the
Registration Statement and related Prospectus, the Company's Certificate of
Incorporation and Bylaws, as amended, and the originals or copies certified to
our satisfaction of such records, documents, certificates, memoranda and other
instruments as in our judgment are necessary or appropriate to enable us to
render the opinion expressed below, (ii) assumed that the Amended and Restated
Certificate of Incorporation, as set forth in Exhibit 3.1 of the Registration
Statement, shall have been duly approved and filed with the office of the
Delaware Secretary of State and (iii) assumed that the shares of Common Stock
will be sold by the underwriters at a price established by the Offering
Committee of the Board of Directors of the Company.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Common Stock, when sold and issued in accordance with the Registration
Statement and related Prospectus, will be validly issued, fully paid and
nonassessable.
We consent to the reference to our firm under the caption "Legal Matters" in the
Prospectus included on the Registration Statement and to the filing of this
opinion as an exhibit to the Registration Statement.
Very truly yours,
Cooley Godward LLP
By: /S/ Suzanne Sawochka Hooper
--------------------------
Suzanne Sawochka Hooper
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Selected Financial
Data" and "Experts" incorporated by reference in the Registration Statement
(Form S-1) and related Prospectus of Tularik, Inc. for the registration of
805,000 shares of its common stock and to the incorporation by reference of our
report dated October 25, 1999, with respect to the financial statements of
Tularik, Inc. included in Amendment No. 4 to the Registration Statement (Form
S-1, No. 333-89177) and related Prospectus of Tularik, Inc. for the registration
of 7,187,500 shares of its common stock filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Palo Alto, California
December 9, 1999
