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Registration No. 333-
As filed with the Securities and Exchange Commission on November 19, 1999
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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ALEXION PHARMACEUTICALS, INC.
(Exact name of Registrant as specified in its charter)
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DELAWARE 13-3648318
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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25 SCIENCE PARK
NEW HAVEN, CT 06511
(203) 498-4210
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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LEONARD BELL, M.D.
ALEXION PHARMACEUTICALS, INC.
25 SCIENCE PARK
NEW HAVEN, CT 06511
(203) 776-1790
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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with copies to:
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MERRILL M. KRAINES, ESQ. DAVID R. KING, ESQ.
LAWRENCE A. SPECTOR, ESQ. MICHAEL J. SHIM, ESQ.
FULBRIGHT & JAWORSKI L.L.P. MORGAN, LEWIS & BOCKIUS LLP
666 FIFTH AVENUE 1701 MARKET STREET
NEW YORK, NEW YORK 10103 PHILADELPHIA, PENNSYLVANIA 19103
(212) 318-3000 (215) 963-5000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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: [ ]
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. [X] 333-89343
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 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. [X]
CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PRICE PER SHARE OFFERING PRICE(1) FEE
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Common Stock, $.0001 par value 540,000 shares $14.00 $7,560,000 $2,102.00
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(1) Includes 40,000 shares of Common Stock which the Underwriters have the
option to purchase to cover over-allotments, if any.
------------------------------
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 THE REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL THEREAFTER
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-3, FILE
NO. 333-89343
Alexion Pharmaceuticals, Inc. (the "Company") hereby incorporates by
reference into this Registration Statement on Form S-3 in its entirety the
Registration Statement on Form S-3 (File No. 333-89343) declared effective on
November 19, 1999 by the Securities and Exchange Commission (the "Commission"),
including each of the documents filed by the Company with the Commission and
incorporated or deemed to be incorporated by reference therein.
2
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ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits.
5.1 Opinion of Fulbright & Jaworski L.L.P.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Fulbright & Jaworski L.L.P. (contained in Exhibit
5.1).
24.1 Power of Attorney (included on signature page).
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW HAVEN
AND STATE OF CONNECTICUT ON THE 19TH DAY OF NOVEMBER, 1999.
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ALEXION PHARMACEUTICALS, INC.
By: /s/ LEONARD BELL
-----------------------------------------
Leonard Bell, M.D.
PRESIDENT, CHIEF EXECUTIVE OFFICER,
SECRETARY AND TREASURER
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears
below constitutes and appoints LEONARD BELL, M.D. and DAVID W. KEISER, or either
of them, his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and 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 said attorney-in-fact and agent, 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 or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
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President, Chief Executive
/s/ LEONARD BELL Officer, Secretary,
------------------------------------------- Treasurer and Director November 19, 1999
Leonard Bell, M.D. (principal executive
officer)
Executive Vice President
/s/ DAVID W. KEISER and Chief Operating
------------------------------------------- Officer (principal November 19, 1999
David W. Keiser financial officer)
Vice President of Finance
/s/ BARRY P. LUKE and Administration
------------------------------------------- (principal accounting November 19, 1999
Barry P. Luke officer)
/s/ JOHN H. FRIED
------------------------------------------- Chairman of the Board of November 19, 1999
John H. Fried, Ph.D. Directors
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II-4
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------------------------------------------- Director November 19, 1999
Jerry T. Jackson
/s/ JOSEPH A. MADRI
------------------------------------------- Director November 19, 1999
Joseph A. Madri, Ph.D., M.D.
/s/ LEONARD MARKS, JR.
------------------------------------------- Director November 19, 1999
Leonard Marks, Jr., Ph.D.
/s/ MAX LINK
------------------------------------------- Director November 19, 1999
Max Link, Ph.D.
/s/ EILEEN M. MORE
------------------------------------------- Director November 19, 1999
Eileen M. More
------------------------------------------- Director November 19, 1999
R. Douglas Norby
------------------------------------------- Director November 19, 1999
Alvin S. Parven
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II-5
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Exhibit 5.1
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HOUSTON
FULBRIGHT & JAWORSKI L.L.P. WASHINGTON, D.C.
TELEPHONE: 212/318-3000 A REGISTERED LIMITED LIABILITY AUSTIN
FACSIMILE: 212/752-5958 PARTNERSHIP SAN ANTONIO
666 FIFTH AVENUE DALLAS
NEW YORK, NEW YORK 10103 NEW YORK
LOS ANGELES
LONDON
HONG KONG
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November 19, 1999
Alexion Pharmaceuticals, Inc.
25 Science Park
New Haven, Connecticut 06511
Ladies and Gentlemen:
We have acted as counsel to Alexion Pharmaceuticals, Inc., a Delaware
corporation (the "Company"), in connection with its filing with the Securities
and Exchange Commission of a Registration Statement on Form S-3 (the
"Abbreviated Registration Statement"), under the Securities Act of 1933, as
amended (the "Act") for the registration of 500,000 shares of common stock, par
value $.0001 per share, of the Company (the "Common Stock") and up to an
additional 40,000 shares of Common Stock subject to an option (the
"Over-Allotment Option") from the Company to the underwriters, exercisable
within thirty (30) days after the effective date of the Registration Statement,
to cover over-allotments. The Abbreviated Registration Statement relates to the
same class of securities registered pursuant to the Company's Registration
Statement on Form S-3 (No. 333-89343) declared effective earlier today (the
"Initial Registration Statement").
The Abbreviated Registration Statement, together with the Initial
Registration Statement (collectively, the "Registration Statement"), relate to
the proposed sale by the Company in a public offering of an aggregate of
2,500,000 shares of the Company's Common Stock. The Registration Statement also
relates to the proposed sale by the Company of an aggregate of up to an
additional 375,000 shares of Common Stock subject to the Over-Allotment Option.
All such shares of Common Stock are hereinafter referred to as the "Shares."
In connection with this opinion, we, as counsel for the Company, have
examined such corporate records, other documents and questions of law as we have
considered necessary or appropriate for the purposes of this opinion. Our
opinion set forth below is limited to the General Corporation Law of the State
of Delaware.
We assume that appropriate action will be taken, prior to the offer and
sale of the Shares, to register and qualify the Shares for sale under all
applicable state securities or "blue sky" laws.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as certified or photostatic copies, and the authenticity of the originals
of such latter documents.
Based on and subject to the foregoing, we advise you that in our
opinion, the Shares to be sold by the Company have been duly and validly
authorized and, when issued and sold in the manner contemplated by the
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November 19, 1999
Page 2
Purchase Agreement, a form of which has been filed as an exhibit to the
Registration Statement (the "Purchase Agreement"), and upon receipt by the
Company of payment therefor as provided in the Purchase Agreement, will be duly
and validly authorized, legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to this firm under the caption "Legal
Matters" in the prospectus contained therein. This consent is not to be
construed as an admission that we are a party whose consent is required to be
filed with the Registration Statement under the provisions of the Act or the
rules and regulations of the Securities and Exchange Commission promulgated
thereunder. The opinion expressed herein is solely for your benefit, and may be
relied upon only by you.
Very truly yours,
/s/ Fulbright & Jaworski L.L.P.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated August 27, 1999
included in Alexion Pharmaceuticals, Inc.'s Form 10-K for the year ended July
31, 1999 and to all references to our Firm included in this registration
statement.
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/s/ ARTHUR ANDERSEN LLP
Hartford, Connecticut
November 16, 1999
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