<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 31, 2000
REGISTRATION NO. 333-
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
REGISTRATION STATEMENT ON FORM S-3
UNDER THE SECURITIES ACT OF 1933
--------------------------
TITAN PHARMACEUTICALS, INC.
(Exact name of Issuer as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 2836 94-3171940
(State or other jurisdiction (Primary standard industrial (I.R.S. employer
of incorporation) classification code number) identification number)
</TABLE>
400 OYSTER POINT BLVD.
SOUTH SAN FRANCISCO, CALIFORNIA 94080
(650) 244-4990
(Address and telephone number of principal executive offices
and principal place of business)
--------------------------
LOUIS R. BUCALO, M.D., CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
TITAN PHARMACEUTICALS, INC.
400 OYSTER POINT BLVD.
SOUTH SAN FRANCISCO, CALIFORNIA 94080
(650) 244-4990
(Name, address and telephone number of agent for service)
--------------------------
COPIES TO:
FRAN STOLLER, ESQ.
LOEB & LOEB LLP
345 PARK AVENUE
NEW YORK, NEW YORK 10154
(212) 407-4000
--------------------------
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable 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, other than securities offered only in connection with dividend or interest
reinvestment plans, please 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. / /
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 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 UNDER THE SECURITIES ACT OF 1933
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS AMOUNT TO AGGREGATE PRICE AGGREGATE OFFERING AMOUNT OF
OF SECURITIES TO BE REGISTERED BE REGISTERED PER SECURITY(1) PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock...................... 1,312,375 $38.81 $50,933,274 $13,446
</TABLE>
(1) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee. The price shown is the average of the high
and low price of the Common Stock on March 27, 2000 as reported by the
American Stock Exchange.
--------------------------
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 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 Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE>
SUBJECT TO COMPLETION DATED MARCH 31, 2000
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.
<PAGE>
PROSPECTUS
1,312,375 SHARES
TITAN PHARMACEUTICALS, INC.
COMMON STOCK
------------------
Selling stockholders named in this prospectus are offering all of the shares
to be sold in this offering. We will not receive any of the proceeds from the
sale of the shares.
Our common stock is traded on the American Stock Exchange under the symbol
TTP. On , 2000, the closing price of the common stock was $ .
------------------------
AN INVESTMENT IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 3.
---------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is , 2000
<PAGE>
PROSPECTUS SUMMARY
THIS SUMMARY HIGHLIGHTS INFORMATION CONTAINED ELSEWHERE IN THIS PROSPECTUS
OR INCORPORATED BY REFERENCE HEREIN. IT IS NOT COMPLETE AND MAY NOT CONTAIN ALL
OF THE INFORMATION THAT YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES.
YOU SHOULD READ THE ENTIRE PROSPECTUS CAREFULLY, INCLUDING THE "RISK FACTORS"
SECTION, AND THE FINANCIAL STATEMENTS AND RELATED NOTES WHICH ARE INCORPORATED
BY REFERENCE HEREIN.
We are a biopharmaceutical company developing proprietary therapeutics for
the treatment of central nervous system disorders, cancer and other serious and
life-threatening diseases.
Our most advanced product candidate, Zomaril-TM- (iloperidone), is a novel
antipsychotic agent under development for the treatment of patients with
schizophrenia. Zomaril is currently in Phase III clinical testing through a
licensing and development agreement with Novartis Pharma AG. Also in the CNS
area, we are developing a unique cell based therapeutic, Spheramine-TM-, for the
treatment of patients with Parkinson's disease. In November 1999, we received
approval from the FDA to commence Phase I/II clinical testing with Spheramine.
We have entered into a collaboration with Schering AG for the development,
manufacture and commercialization of Spheramine for Parkinson's disease, and
Schering is funding the manufacturing, development and clinical studies of the
product in exchange for worldwide commercialization rights. Our cancer portfolio
includes three therapeutic monoclonal antibodies--CeaVac-Registered Trademark-,
TriAb-Registered Trademark-, and TriGem-TM---that are designed to stimulate a
patient's immune system against cancer cells. CeaVac is currently being
evaluated in a large multi-center, double-blind placebo-controlled Phase II/III
clinical trial in patients with Stage IV metastatic colorectal cancer. TriAb is
currently being evaluated in a double-blind, placebo-controlled Phase II
clinical study in patients with breast cancer. TriGem has completed Phase I
testing in melanoma, and we are pursuing later stage clinical trials through
co-operative clinical oncology research groups. We are also currently conducting
a Phase II clinical trial with Pivanex-TM-, a novel synthetic analog of butyric
acid, for the treatment of patients with non-small cell lung cancer. Our other
programs in pre-clinical development include a cancer gene therapy product and
an implantable drug delivery technology.
A portion of our operations are currently conducted through two consolidated
subsidiaries: Ingenex, Inc., engaged in the development of proprietary
gene-based therapies and ProNeura, Inc., engaged in research and development
activities relating to a polymeric implantable drug delivery technology.
References in this prospectus to our company and our products include the
operations and products of our operating subsidiaries.
Our executive offices are located at 400 Oyster Point Blvd., Suite 505,
South San Francisco, California 94080, and our telephone number is (650)
244-4990.
2
<PAGE>
RISK FACTORS
An investment in our shares involves various risks. You should carefully
consider the following risk factors and other information incorporated by
reference herein before deciding to purchase shares.
WE HAVE A HISTORY OF OPERATING LOSSES AND MAY NEVER BE PROFITABLE. Through
December 31, 1999, we had accumulated net losses since inception of
approximately $65.4 million. We will continue to incur losses for the
foreseeable future as a result of the various costs associated with our
research, development, financial, administrative, regulatory and management
activities. We may never achieve or sustain profitability.
OUR PRODUCTS ARE AT AN EARLY STAGE OF DEVELOPMENT AND MAY NOT BE
SUCCESSFULLY DEVELOPED OR COMMERCIALIZED. Our proposed products are at various
stages of development, but all will require significant further development,
testing and regulatory clearances prior to commercialization. We are subject to
the risk that some or all of our proposed products:
- will be found to be ineffective or unsafe;
- will not receive necessary regulatory clearances;
- will not be capable of being produced in commercial quantities at
reasonable costs; or
- will not be successfully marketed.
We may experience unanticipated problems relating to product development,
testing, regulatory compliance, manufacturing, marketing and competition, and
our costs and expenses could exceed current estimates. We cannot predict whether
we will successfully develop and commercialize any products.
WE MUST COMPLY WITH EXTENSIVE GOVERNMENT REGULATIONS. Our research,
development, pre-clinical and clinical trial activities and the manufacturing
and marketing of any products which we may successfully develop are subject to
an extensive regulatory approval process by the FDA and other regulatory
agencies in the U.S. and other countries. The process of obtaining required
regulatory approvals for drugs, including conducting preclinical and clinical
testing, is lengthy, expensive and uncertain. Even after such time and
expenditures, we may not obtain necessary regulatory approvals for clinical
testing or for the manufacturing or marketing of any products. Regulatory
approval may entail limitations on the indicated usage of a drug, which may
reduce the drug's market potential. Even if regulatory clearance is obtained,
post-market evaluation of the products, if required, could result in
restrictions on a product's marketing or withdrawal of the product from the
market as well as possible civil or criminal sanctions. We depend on
laboratories and medical institutions conducting preclinical studies and
clinical trials to maintain both good laboratory and good clinical practices. We
will also depend upon the manufacturers of any products we may successfully
develop to comply with cGMP.
In addition, we and our collaborative partners may be subject to regulation
under state and federal laws, including requirements regarding occupational
safety, laboratory practices, environmental protection and hazardous substance
control, and may be subject to other local, state, federal and foreign
regulation. We cannot predict the impact of such regulation on us, although it
could be material and adverse.
WE MAY BE UNABLE TO PROTECT OUR PATENTS AND PROPRIETARY RIGHTS.
Our future success will depend to a significant extent on our ability to:
- enforce patent protection on our products and technologies;
- maintain trade secrets; and
3
<PAGE>
- operate and commercialize products without infringing on the patents or
proprietary rights of others.
Our patents may not afford any competitive advantages and may be challenged
or circumvented by third parties. Further, patents may not issue on pending
patent applications. Because of the extensive time required for development,
testing and regulatory review of a potential product, it is possible that before
a potential product can be commercialized, any related patent may expire, or
remain in existence for only a short period following commercialization,
reducing any advantage of the patent.
Our business may be materially adversely affected if others independently
develop similar technologies or duplicate any technology we develop.
Furthermore, costly and time consuming litigation may be necessary to:
- enforce any of our patents;
- determine the scope and validity of the patent rights of others; or
- respond to a legal action against us claiming damages for infringement of
patent rights or other proprietary rights or seeking to enjoin commercial
activities relating to the affected product or process.
The outcome of any such litigation is highly uncertain.
To the extent that consultants, key employees or other third parties apply
technological information independently developed by them or by others to our
proposed products, disputes may arise as to the proprietary rights to such
information which may not be resolved in our favor. Most of our consultants are
employed by or have consulting agreements with third parties and any inventions
discovered by such individuals generally will not become our property. There is
a risk that other parties may breach confidentiality agreements or that our
trade secrets become known or independently discovered by competitors, which
could adversely affect us.
WE FACE INTENSE COMPETITION. Competition in the pharmaceutical and
biotechnology industries is intense and is expected to increase. We will face
competition from numerous companies that currently market, or are developing,
products for the treatment of the diseases and disorders we have targeted. Many
of these entities have significantly greater research and development
capabilities, experience in obtaining regulatory approvals and manufacturing,
marketing, financial and managerial resources than us. We also compete with
universities and other research institutions in the development of products,
technologies and processes, as well as the recruitment of highly qualified
personnel. Our competitors may succeed in developing technologies or products
that are more effective than the ones we have under development or that render
our proposed products or technologies noncompetitive or obsolete. In addition,
certain of such competitors may achieve product commercialization or patent
protection earlier than us.
WE ARE DEPENDENT UPON OUR KEY COLLABORATIVE RELATIONSHIPS AND LICENSE AND
SPONSORED RESEARCH AGREEMENTS. As a small company with limited resources, we
rely significantly on the resources of third parties to conduct research and
development on our behalf. For example, our ability to ultimately derive
revenues from Zomaril is almost entirely dependent upon Novartis conducting the
Phase III trials and completing the regulatory approval process and implementing
the marketing program necessary to commercialize Zomaril if the trials are
successful. Our success in the future will depend, in part, on our ability to
maintain existing collaborative relationships and to develop new collaborative
relationships with third parties. Our license agreements relating to the
in-licensing of technology generally require the payment of up-front license
fees and royalties based on sales with minimum annual royalties, the use of due
diligence in developing and bringing products to market, the achievement of
funding milestones and, in some cases, the grant of stock to the licensor. Our
sponsored research agreements generally require periodic payments on an annual
or quarterly basis.
4
<PAGE>
Our failure to meet financial or other obligations under license or sponsored
research agreements in a timely manner could result in the loss of our rights to
proprietary technology or our right to have the applicable university or
institution conduct research and development efforts.
WE MAY BE DEPENDENT ON THIRD PARTIES TO MANUFACTURE AND MARKET ANY PRODUCTS
WE MAY SUCCESSFULLY DEVELOP. To date, we have not introduced any products on the
commercial market. We may not have the resources in the foreseeable future to
allocate to the commercial manufacture or direct marketing of any proposed
products. Collaborative arrangements may be pursued regarding the manufacture
and marketing of any products that may be successfully developed. We may be
unable to enter into additional collaborative arrangements to manufacture or
market any proposed products or, in lieu thereof, establish our own
manufacturing operations or sales force.
WE MAY NOT BE ABLE TO RETAIN OUR KEY MANAGEMENT AND SCIENTIFIC PERSONNEL. As
a small company with a limited number of personnel, we are highly dependent on
the services of Dr. Louis R. Bucalo, our Chairman, President and Chief Executive
Officer, as well as the other principal members of our management and scientific
staff. The loss of one or more of such individuals could substantially impair
ongoing research and development programs and could hinder our ability to obtain
corporate partners. Our success depends in large part upon our ability to
attract and retain highly qualified personnel. We compete in our hiring efforts
with other pharmaceutical and biotechnology companies, as well as universities
and nonprofit research organizations, and we may have to pay higher salaries to
attract and retain personnel.
WE MAY NEED ADDITIONAL FINANCING. At March 15, 2000, we had approximately
$84.7 million of cash which we believe will enable us to fund our operations at
least through 2003. We may need to seek additional financing after such time to
continue our product development activities, and will be required to obtain
substantial funding to commercialize any products that we may successfully
develop. We do not have any funding commitments or arrangements other than our
bank line of credit. If we are unable to enter into a corporate collaboration,
complete a debt or equity offering, or otherwise obtain any needed financing, we
will be required to reduce, defer or discontinue our product development
programs. We may be required to obtain funds on terms that are not favorable to
us and our stockholders.
FUTURE SALES OF OUR COMMON STOCK IN THE PUBLIC MARKET COULD ADVERSELY IMPACT
OUR STOCK PRICE. Future sales of our common stock by existing stockholders
pursuant to Rule 144 under the Securities Act, pursuant to an effective
registration statement or otherwise, could have an adverse effect on the price
of our securities.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares by the selling
stockholders.
DIVIDEND POLICY
We have never paid cash dividends on our common stock and do not anticipate
paying cash dividends in the near future.
FORWARD-LOOKING STATEMENTS
Statements in this prospectus or in the documents incorporated by reference
herein that are not descriptions of historical facts are forward-looking
statements within the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. Reference is made in particular to the
description of our plans and objectives for future operations, assumptions
underlying such plans and objectives and other forward-looking terminology such
as "may," "expects," "believes," "anticipates," "intends," "expects,"
"projects," or similar terms, variations of such terms or the negative
5
<PAGE>
of such terms. Forward-looking statements are based on management's current
expectations. Actual results could differ materially from those currently
anticipated due to a number of factors, including those set forth under "Risk
Factors" including, in particular, risks relating to:
- the results of ongoing research and development activities;
- uncertainties relating to pre-clinical and clinical testing, financing and
strategic agreements and relationships;
- the early stage of products under development;
- government regulation;
- patent matters; and
- competition.
We expressly disclaim any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained herein to
reflect any change in our expectations or any changes in events, conditions or
circumstances on which any such statement is based.
6
<PAGE>
SELLING STOCKHOLDERS
On March 1, 2000, we completed a private placement in which we sold an
aggregate of 1,200,000 shares to all but one of the selling stockholders listed
in the table below. The last selling stockholder listed below received the
shares it is offering hereby upon exercise of a warrant which granted piggy-
back registration rights to the holder. We agreed to bear expenses, other than
fees and expenses of counsel to the selling stockholders, in connection with the
registration and sale of the shares. See "Plan of Distribution."
The following table sets forth information regarding the beneficial
ownership of our common stock by the selling stockholders and as adjusted to
give effect to the sale of the shares offered hereby. Other than as set forth
below, no selling stockholder has held any position nor had any material
relationship with Titan or its affiliates during the past three years.
<TABLE>
<CAPTION>
NUMBER OF
MAXIMUM SHARES
NUMBER OF SHARES NUMBER BENEFICIALLY PERCENTAGE
BENEFICIALLY OWNED OF SHARES OWNED OWNERSHIP
NAME OF SELLING STOCKHOLDER PRIOR TO OFFERING TO BE SOLD AFTER OFFERING AFTER OFFERING
- --------------------------- ------------------ ---------- -------------- --------------
<S> <C> <C> <C> <C>
Invesco VIF--Health Services Fund (1)..... 20,310 11,400 8,810 (1)
Invesco Health Sciences Fund (1).......... 475,965 187,350 288,615 (1)
Invesco Global Health Sciences Fund (1)... 211,065 76,250 134,815 (1)
Invesco Endeavor Fund (1)................. 55,000 55,000 0 (1)
Turner Technology Fund (2)................ 70,000 70,000 0 --
Turner MicroCap Fund (2).................. 20,000 20,000 0 --
BlackRock Funds, Smallcap Growth Equity
Portfolio............................... 640,000(3) 400,000 240,000 *
Franklin Biotechnology Discover Fund...... 400,000 380,000 20,000 *
Biotechnology Value Fund, L.P............. 112,375 112,375 0 --
</TABLE>
- ------------------------
* Less than 1%
(1) These selling stockholders are affiliated entities. According to a Schedule
13G filed on February 4, 2000 on behalf of a group of reporting persons,
including various Invesco entities (the "Group"), the Group beneficially
owned 704,110 shares, currently representing approximately 2.7% of our
outstanding common stock, which amount excludes the 330,000 purchased by
these selling stockholders in the March 2000 private placement.
(2) These selling stockholders are affiliated entities.
(3) Includes 240,000 shares beneficially owned by BlackRock Funds, Micro-Cap
Equity Portfolio.
7
<PAGE>
PLAN OF DISTRIBUTION
The selling stockholders may sell shares from time to time:
- in transactions on the American Stock Exchange;
- in privately negotiated transactions;
- through the writing of options on the shares;
- or a combination of such methods of sale.
They may sell their shares:
- at fixed prices which may be changed;
- at market prices prevailing at the time of sale;
- at prices related to such prevailing market prices;
- or at negotiated prices.
The selling stockholders may sell shares to or through broker-dealers, and
such broker-dealers may receive compensation in the form of discounts,
concessions or commissions from either the selling stockholders, the purchasers
of the shares for whom such broker-dealers may act as agent or to whom they sell
as principal, or both. Compensation to a particular broker-dealer might be in
excess of customary commissions.
The selling stockholders and any broker-dealers who act in connection with
the sale of shares hereunder may be deemed to be "underwriters" as that term is
defined in the Securities Act of 1933, and any commissions received by them and
profit on any resale of the shares as principal might be deemed to be
underwriting discounts and commissions under the Securities Act.
We have agreed to indemnify the selling stockholders against certain
liabilities, including certain liabilities under the Securities Act.
LEGAL MATTERS
The validity of the securities offered hereby have been passed upon for
Titan by Loeb & Loeb LLP, New York, New York.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents which we have filed with the Commission (File
No. 0-27436) pursuant to the Exchange Act of 1934 are incorporated herein by
reference:
1. Our Annual Report on Form 10-K for the fiscal year ended December 31,
1999, including any documents or portions thereof incorporated by reference
therein;
2. Our Registration Statement on Form 8-A registering the common stock
under the Exchange Act; and
3. All other documents filed by us 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 contained in any document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement contained herein
or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
8
<PAGE>
statement so modified or superseded shall not be deemed, except as modified or
superseded, to constitute a part of this prospectus.
We will provide without charge to each person to whom this prospectus is
delivered, upon written or oral request of any such person, a copy of any or all
of the documents incorporated herein by reference, other than exhibits to such
documents which are not specifically incorporated by reference into such
documents. Requests for documents should be directed to us at 400 Oyster Point
Boulevard, South San Francisco, California 94080, Attention: Chief Financial
Officer, telephone (650) 244-4990.
AVAILABLE INFORMATION
We have filed with the Commission a Registration Statement on Form S-3 under
the Securities Act of 1993 covering the shares offered by this prospectus. This
prospectus does not contain all of the information set forth in the Registration
Statement and the exhibits thereto. Statements contained in this prospectus as
to the contents of any contract or other document referred to are not
necessarily complete and in each instance such statement is qualified by
reference to each such contract or document. The Company is subject to the
informational requirements of the Exchange Act, and in accordance therewith
files reports and other information with the Commission. Copies of such material
can be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. The Company is an
electronic filer, and the Commission maintains a web site that contains reports,
proxy and information statements and other information regarding the Company at
www.sec.gov./edgar.html.
9
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NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY
SECURITIES OFFERED HEREBY BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER, OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THE INFORMATION HEREIN CONTAINED IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE OF THIS PROSPECTUS.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
Prospectus Summary.................... 2
Risk Factors.......................... 3
Use Of Proceeds....................... 5
Dividend Policy....................... 5
Forward-Looking Statements............ 5
Selling Stockholders.................. 7
Plan Of Distribution.................. 8
Legal Matters......................... 8
Incorporation Of Certain Documents By
Reference........................... 8
Available Information................. 9
</TABLE>
TITAN
PHARMACEUTICALS, INC.
---------------------
PROSPECTUS
---------------------
, 2000
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses payable by the Registrant in connection with the
issuance and distribution of the securities being registered are as follows:
<TABLE>
<S> <C>
SEC Registration Fee.................................... $13,446.00
Printing and Engraving Expenses......................... 3,500.00
Legal Fees and Expenses................................. 7,500.00
Blue Sky Fees and Expenses.............................. 1,000.00
Accounting Fees and Expenses............................ 4,500.00
----------
Total................................................. $29,946.00
==========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Amended and Restated Certificate of Incorporation and By-Laws of the
Registrant provide that the Registrant shall indemnify any person to the full
extent permitted by the Delaware General Corporation Law (the "GAL"). Section
145 of the GAL, relating to indemnification, is hereby incorporated herein by
reference.
In accordance with Section 102(a)(7) of the GAL, the Certificate of
Incorporation of the Registrant eliminates the personal liability of directors
to the Registrant or its stockholders for monetary damages for breach of
fiduciary duty as a director with certain limited exceptions set forth in
Section 102(a)(7).
The Registrant also enters into indemnification agreements with each of its
officers and directors, the form of which has been filed as Exhibit 10.6 and
reference is hereby made to such form.
In addition, the Registrant currently maintains an officers' and directors'
liability insurance policy which insures, subject to the exclusions and
limitations of the policy, officers and directors of the Company against certain
liabilities which might be incurred by them solely in such capacities. Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers or persons controlling the Registrant, pursuant
to the foregoing provisions, the Company has been informed that in the opinion
of the Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. See Item 17,
"Undertakings."
ITEM 16. EXHIBITS
<TABLE>
<C> <S>
3.1 Restated Certificate of Incorporation of the Registrant(1)
3.2 Form of Amendment to Restated Certificate of Incorporation
of the Registrant(1)
3.3 By-laws of the Registrant(1)
4.4 Form of Underwriter's Unit Purchase Option(1)
4.5 Form of Investor Rights Agreement between the Registrant and
the holders of Series A and Series B Preferred Stock(1)
4.6 Form of Placement Agent's Unit Purchase Option(4)
4.7 Certificate of Designation of Series C Preferred Stock(8)
5.1 Opinion of Loeb & Loeb re: Legality
</TABLE>
II-1
<PAGE>
<TABLE>
<C> <S>
10.1 1993 Stock Option Plan(1)
10.2 1995 Stock Option Plan(1)
10.3 Employment Agreement between the Registrant and Louis Bucalo
dated February 1, 1993, amended as of February 3, 1994(1)
10.4 Employment Agreement between Registrant and Richard Allen
dated July 28, 1995(1)
10.5 Employment Agreement between Registrant and Sunil Bhonsle,
dated August 6, 1995(1)
10.6 Form of Indemnification Agreement(1)
10.9+ MDR Exclusive License Agreement between Ingenex, Inc.
(formerly Pharm-Gen Systems Ltd.) and the Board of Trustees
of the University of Illinois dated May 6, 1992(1)
10.11+ License Agreement between Theracell, Inc. and New York
University dated November 20, 1992, as amended as of
February 23, 1993 and as of February 25, 1995(1)
10.12+ License Agreement between the Registrant and the
Massachusetts Institute of Technology dated September 28,
1995(1)
10.14+ Exclusive License Agreement between Ingenex, Inc. and the
Board of Trustees of the University of Illinois, dated
July 1, 1994(1)
10.15+ Exclusive License Agreement between Ingenex, Inc. and the
Board of Trustees of the University of Illinois, dated
July 1, 1994(1)
10.16+ License Agreement between Ingenex, Inc. and the
Massachusetts Institute of Technology, dated September 11,1
992(1)
10.17+ License Agreement between Ingenex, Inc. and Baylor College
of Medicine, dated October 21, 1992(1)
10.18 Lease for Registrant's facilities(2)
10.19+ License Agreement between Theracell, Inc. and the University
of South Florida dated March 15, 1996(3)
10.20+ License Agreement between Trilex Pharmaceuticals, Inc.
(formerly Ascalon Pharmaceuticals, Inc.) and the University
of Kentucky Research Foundation dated May 30, 1996(4)
10.22+ License Agreement between the Registrant and Hoechst Marion
Roussel, Inc. effective as of December 31, 1996(5)
10.23 Employment Agreement between Registrant and Robert E.
Farrell dated August 9, 1996(5)
10.24 Financing Agreement between the Registrant and Ansan
Pharmaceuticals, Inc. dated March 21, 1997(6)
10.25 Agreement for Purchase and Sale of Assets between the
Registrant and Pharmaceuticals Product Development, Inc.
dated June 4, 1997(6)
10.27+ License Agreement between the Registrant and Bar-Ilan
Research and Development Company Limited effective
November 25, 1997(7)
10.28 License Agreement between the Registrant and Ansan
Pharmaceuticals, Inc. dated November 24, 1997(7)
10.29 Stock Purchase Agreement between the Registrant and Ansan
Pharmaceuticals, Inc. effective November 25, 1997(7)
10.30+ Sublicense Agreement between the Registrant and Novartis
Pharma AG dated November 20, 1997(7)
10.31 1998 Stock Option Plan(9)
</TABLE>
II-2
<PAGE>
<TABLE>
<C> <S>
10.32++ License Agreement between the Registrant and Schering AG
dated January 25, 2000(10)
23.1 Consent of Loeb & Loeb
23.2 Consent of Ernst & Young LLP, Independent Auditors
</TABLE>
- ------------------------
+ Confidential treatment has been granted with respect to portions of this
exhibit.
++ Confidential treatment has been requested with respect to portions of this
exhibit.
(1) Incorporated by reference from the Registrant's Registration Statement on
Form SB-2 (File No. 33-99386).
(2) Incorporated by reference from the Registrant's Annual Report on Form
10-KSB for the year ended December 31, 1995.
(3) Incorporated by reference from the Registrant's Quarterly Report on Form
10-QSB for the period ended March 31, 1996.
(4) Incorporated by reference from the Registrant's Registration Statement on
Form SB-2 (File No. 333-13469).
(5) Incorporated by reference from the Registrant's Annual Report on Form
10-KSB for the year ended December 31, 1996.
(6) Incorporated by reference from the Registrant's Quarterly Report on Form
10-QSB for the period ended March 31, 1997.
(7) Incorporated by reference from the Registrant's Registration Statement on
Form S-3 (File No. 333-42367).
(8) Incorporated by reference from the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1997.
(9) Incorporated by reference from the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1998.
(10) Incorporated by reference from the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1999.
ITEM 17. UNDERTAKINGS
Undertaking Required by Item 512 of Regulation S-K.
The undersigned registrant hereby undertakes that, for purpose of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the 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.
II-3
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, 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 authorized this Registration
Statement or Amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of South San Francisco, State of
California on the 30th day of March, 2000.
<TABLE>
<S> <C> <C>
TITAN PHARMACEUTICALS, INC.
By: /s/ LOUIS R. BUCALO
-----------------------------------------
Louis R. Bucalo, M.D.
CHAIRMAN OF THE BOARD, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
</TABLE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below under the heading "Signature" constitutes and appoints Louis R. Bucalo and
Robert Farrell, 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 or all amendments
to this registration statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, each acting alone,
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 for 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.
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement or Amendment thereto has been signed by the following
persons in the capacities and on the dates stated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ LOUIS R. BUCALO Chairman of the Board, President and March 30, 2000
------------------------------------ Chief Executive Officer (principal
Louis R. Bucalo, M.D. executive officer)
/s/ ERNST GUNTER-AFTING March 30, 2000
------------------------------------ Director
Ernst Gunter-Afting, M.D., Ph.D.
/s/ VICTOR J. BAUER March 30, 2000
------------------------------------ Director
Victor J. Bauer, Ph.D.
/s/ EURELIO CAVALIER March 30, 2000
------------------------------------ Director
Eurelio Cavalier
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ MICHAEL K. HSU March 30, 2000
------------------------------------ Director
Michael K. Hsu
/s/ HUBERT E. HUCKEL March 30, 2000
------------------------------------ Director
Hubert E. Huckel, M.D.
/s/ MARVIN E. JAFFE March 30, 2000
------------------------------------ Director
Marvin E. Jaffe, M.D.
/s/ KONRAD M. WEIS March 30, 2000
------------------------------------ Director
Konrad M. Weis, Ph.D.
/s/ ROBERT E. FARRELL Executive Vice President and Chief March 30, 2000
------------------------------------ Financial Officer (principal
Robert E. Farrell financial and accounting officer)
</TABLE>
II-5
<PAGE>
EXHIBIT 5.1
Direct Dial: 212-407-4935
e-mail: [email protected]
March 30, 2000
Titan Pharmaceuticals, Inc.
400 Oyster Point Boulevard
South San Francisco, CA
RE:__REGISTRATION STATEMENT ON FORM S-3
Gentlemen:
We have acted as counsel to Titan Pharmaceuticals, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of a
registration statement on Form S-3 (the "Registration Statement") filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act"), relating to the registration of an aggregate of 1,312,375 shares
(the "Shares") of the common stock, par value $.001 per share, of the Company
(the "Common Stock") for resale by certain selling stockholders named therein
(the "Selling Stockholders").
In this connection, we have reviewed (a) the Registration Statement; (b) the
Company's Restated Certificate of Incorporation and Bylaws; (c) the stock
purchase agreements between the Company and certain of the Selling Stockholders
dated February 24, 2000; (d) the form of warrant issued to and subsequently
exercised by one of the Selling Stockholders; and (e) certain records of the
Company's corporate proceedings as reflected in its minute books. In our
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals and the conformity with the
original of all documents submitted to us as copies thereof. Where factual
matters relevant to such opinion were not independently established, we have
relied upon certificates of officers and responsible employees and agents of the
Company. Our opinion set forth below is limited to the General Corporation Law
of the State of Delaware.
Based upon the foregoing, it is our opinion that the Shares have been duly
and validly authorized and issued and are fully paid and nonassessable.
We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement and to all references to our firm in the Registration
Statement. In giving this consent, we do not thereby concede that we come within
the categories of persons whose consent is required by the Act or the General
Rules and Regulations promulgated thereunder.
Very truly yours,
LOEB & LOEB LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF COUNSEL
The consent of Loeb & Loeb LLP is contained in its opinion filed as Exhibit
5.1 to the Registration Statement.
<PAGE>
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-3) and related Prospectus of Titan Pharmaceuticals, Inc. for the
registration of 1,312,375 shares of the common stock of Titan Pharmaceuticals,
Inc. of our report dated February 24, 2000 except for Note 14, as to which the
date is March 3, 2000, with respect to the consolidated financial statements of
Titan Pharmaceuticals, Inc. included in its Annual Report (Form 10-K) for the
year ended December 31, 1999, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Palo Alto, California
March 29, 2000
