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Filing pursuant to Rule 424(b)(2)
Registration Statement No. 333-49400
Prospectus Supplement No. 1
(To Prospectus Dated November 15, 2000)
3,000,000 Shares
RIBOZYME PHARMACEUTICALS, INC.
Common Stock
You should read this prospectus supplement along with the accompanying
prospectus. These documents contain information you should consider when making
your investment decision. You should rely only on the information contained or
incorporated by reference in this prospectus supplement and the accompanying
prospectus. We have not authorized anyone else to provide you with different or
additional information.
This prospectus supplement and the accompanying prospectus do not
constitute an offer to sell or a solicitation of an offer to buy any securities
other than the common stock offered hereby. This prospectus supplement and the
accompanying prospectus do not constitute an offer to sell or a solicitation of
an offer to buy our common stock in any circumstances in which an offer or
solicitation is unlawful.
Information in this prospectus supplement and the accompanying prospectus
may change after the date on the front of the applicable document. You should
not interpret the delivery of this prospectus supplement or the accompanying
prospectus or the sale of the common stock as an indication that there has been
no change in our affairs since that date.
Our principal executive offices are located at 2950 Wilderness Place,
Boulder, Colorado. Our telephone number is (303) 449-6500.
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INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 1 OF THE PROSPECTUS.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JANUARY 5, 2001
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PLAN OF DISTRIBUTION
To date, we have not issued or sold any shares of our common stock
pursuant to the Registration Statement (File No. 333-49400) of which the
prospectus is a part.
We have entered into a common stock purchase agreement with Acqua
Wellington North American Equities Fund, Ltd. pursuant to which Ribozyme may,
from time to time and in its sole discretion during the 28 months following the
date of the agreement, present Acqua Wellington with draw-down notices requiring
Acqua Wellington to purchase Ribozyme common stock. Unless otherwise agreed by
Ribozyme and Acqua Wellington, a maximum of between $1,500,000 and $8,000,000 of
Ribozyme common stock may be covered by each draw-down notice, depending upon
the minimum market price of Ribozyme common stock set forth in the draw-down
notice. Ribozyme will issue and sell the shares to Acqua Wellington pursuant to
each draw-down notice at a per share price equal to the average price of
Ribozyme common stock over a period of time after the draw-down notice less a
specified discount, depending upon the minimum market price of Ribozyme common
stock set forth in the draw-down notice. Ribozyme may present Acqua Wellington
with up to 24 draw-down notices during the term of the agreement. In addition,
in conjunction with any draw-down notice, Ribozyme may, at its option, grant
Acqua Wellington call options to purchase up to the same dollar amount of
Ribozyme common stock as was set forth in such draw-down notice. A maximum of
$60,000,000 of Ribozyme common stock may be issued and sold to Acqua Wellington
pursuant to all draw-down notices and call options under the common stock
purchase agreement.
Acqua Wellington and its pledgees, donees, transferees and other subsequent
owners, may offer its shares at various times in the over-the-counter market, in
privately negotiated transactions, at prevailing market prices at the time of
sale, at prices related to those prevailing market prices, at negotiated or at
fixed prices.
The transactions in the shares may be effected by ordinary brokerage
transactions and transactions in which the broker solicits purchasers, purchases
by a broker or dealer as principal, and the resale by that broker or dealer for
its account under this prospectus, including resale to another broker or dealer,
block trades in which the broker or dealer will attempt to sell the shares as
agent but may position and resell a portion of the block as principal in order
to facilitate the transaction, or negotiated transactions between selling
stockholders and purchasers without a broker or dealer.
In the common stock purchase agreement with Acqua Wellington, we have
agreed to indemnify and hold harmless Acqua Wellington and each person who
controls Acqua Wellington against certain liabilities, including liabilities
under the Securities Act of 1933, as amended, which may be based upon, among
other things, any untrue statement or alleged untrue statement of a material
fact or any omission or alleged omission of a material fact, unless made or
omitted in reliance upon written information provided to us by Acqua Wellington.
We have agreed to pay up to $50,000 of certain reasonable fees and expenses of
Acqua Wellington related to the execution of the common stock purchase agreement
and the transactions contemplated thereby.
USE OF PROCEEDS
We will use the net proceeds of this offering of our common stock as
described in the prospectus. See "Use of Proceeds" beginning on page 7 of the
prospectus.
MARKET FOR OUR COMMON STOCK
Our common stock is listed on the NASDAQ National Market under the
symbol "RZYM." On January 4, 2001, the closing price of one share of our
common stock was $9.9375. The common stock sold under this prospectus
supplement will be listed on the NASDAQ National Market after we notify the
NASDAQ National Market that the shares have been issued. As of January 5,
2001, we had 15,372,205 shares of common stock outstanding.
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TABLE OF CONTENTS
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PROSPECTUS SUPPLEMENT
Page
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PLAN OF DISTRIBUTION S-2
USE OF PROCEEDS S-2
MARKET FOR OUR COMMON STOCK S-2
PROSPECTUS
Page
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RISK FACTORS 1
USE OF PROCEEDS 7
PLAN OF DISTRIBUTION 7
LEGAL MATTERS 8
EXPERTS 8
FORWARD-LOOKING STATEMENTS 8
WHERE YOU CAN FIND MORE INFORMATION 8
INFORMATION INCORPORATED BY REFERENCE 9
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