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As filed with the Securities and Exchange Commission on November 13, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NPS Pharmaceuticals, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 420 Chipeta Way, 87-0439579
(State or other Salt Lake City, Utah 84108-1256 (I.R.S. Employer
jurisdiction (801) 583-4939 Identification No.)
of incorporation or
organization)
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James U. Jensen, Vice President
Corporate Development and Legal Affairs
NPS Pharmaceuticals, Inc.
420 Chipeta Way
Salt Lake City, Utah 84108-1256
(801) 583-4939
with copies to:
Brent Christensen Rodd M. Schreiber
Scott R. Carpenter Skadden, Arps, Slate, Meagher & Flom
Parsons Behle & Latimer (Illinois)
201 South Main Street 333 West Wacker Drive
Salt Lake City, Utah 84111 Chicago, Illinois 60606
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after the Registration Statement becomes effective.
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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. [_]
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 earlier effective
registration statement for same offering. [X] 333-45274
If this Form is a post-effective amendment file 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 the delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Amount to be Offering Price Aggregate Offering Amount of
Title of Securities to be Registered Registered Pe Share Price(1) Registration Fee(1)
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<S> <C> <C> <C> <C>
Common Stock (par value
$0.001)................ 575,000 $42.00 $24,150,000 $6,375
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(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(o) under the Securities Act of 1933,
as amended. Includes 75,000 shares having a maximum offering price of
$42.00 per share which the underwriters have the option to purchase solely
to cover over-allotments, if any.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed with the Securities and Exchange
Commission pursuant to Rule 462(b) under the Securities Act of 1933, as
amended. It relates to the public offering of Common Stock of the Registrant
contemplated by the Registration Statement on Form S-3, File No. 333-45274,
which was declared effective November 9, 2000 (the "Prior Registration
Statement"), and is being filed for the sole purpose of registering additional
securities of the same class as were included in the Prior Registration
Statement. The contents of the Prior Registration Statement are hereby
incorporated by reference.
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Signatures
Pursuant to the requirements of the Securities Act, 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 Salt Lake, County of Salt Lake, State of Utah, on the 13th day of November,
2000.
NPS Pharmaceuticals, Inc.
/s/ James U. Jensen
By: _________________________________
James U. Jensen, Vice President
Corporate
Development and Legal Affairs and
Secretary
Power Of Attorney
Each person whose signature appears below constitutes and appoints Hunter
Jackson, Ph.D., and James U. Jensen, J.D. his true and lawful attorneys-in-fact
and agents, each acting alone, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same with all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, each acting alone, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
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.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Hunter Jackson President, Chief Executive November 13, 2000
______________________________________ Officer and Chairman of
Hunter Jackson the Board
/s/ Robert K. Merrell Vice President, Finance, November 13, 2000
______________________________________ Chief Financial Officer
Robert K. Merrell and Treasurer (Principal
Accounting Officer)
/s/ James U. Jensen Vice President, Corporate November 13, 2000
______________________________________ Development and Legal
James U. Jensen Affairs, Secretary and
Director
/s/ Santo J. Costa Director November 13, 2000
______________________________________
Santo J. Costa
/s/ John R. Evans Director November 13, 2000
______________________________________
John R. Evans
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<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ James G. Groninger Director November 13, 2000
______________________________________
James G. Groninger
/s/ Tamar Howson Director November 13, 2000
______________________________________
Tamar Howson
/s/ Joseph Klein Director November 13, 2000
______________________________________
Joseph Klein, III
/s/ Donald E. Kuhla Director November 13, 2000
______________________________________
Donald E. Kuhla
/s/ Thomas N. Parks Director November 13, 2000
______________________________________
Thomas N. Parks
/s/ Edward Rygiel Director November 13, 2000
______________________________________
Edward Rygiel
/s/ Calvin R. Stiller Director November 13, 2000
______________________________________
Calvin R. Stiller
/s/ Peter G. Tombros Director November 13, 2000
______________________________________
Peter G. Tombros
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Exhibits
The following documents are filed as exhibits to this Registration Statement:
<TABLE>
<CAPTION>
Exhibit
No. Description
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<C> <S>
5.1 Opinion of Counsel
23.1 Consent of independent certified public accountants
23.2 Consent of Counsel (included in exhibit 5.1)
24.1 Power of Attorney (1)
</TABLE>
(1) Previously filed in connection with the Prior Registration Statement.
