<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 25, 1996
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
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CUBIST PHARMACEUTICALS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 2834 22-3192085
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
INCORPORATION OR
ORGANIZATION)
24 EMILY STREET
CAMBRIDGE, MA 02139
(617) 576-1999
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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SCOTT M. ROCKLAGE, PH.D.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CUBIST PHARMACEUTICALS, INC.
24 EMILY STREET
CAMBRIDGE, MA 02139
(617) 576-1999
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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WITH COPIES TO:
JUSTIN P. MORREALE, ESQ. STEVEN D. SINGER, ESQ.
JULIO E. VEGA, ESQ. VIRGINIA H. KINGSLEY, ESQ.
BINGHAM, DANA & GOULD LLP HALE AND DORR
150 FEDERAL STREET 60 STATE STREET
BOSTON, MA 02110 BOSTON, MA 02109
(617) 951-8000 (617) 526-6000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this 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, 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] 333-6795
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
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE
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<S> <C> <C> <C> <C>
Common Stock, $.001 par
value.................. 172,500 $7.00 $1,207,500 $366
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</TABLE>
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(1) Includes up to 22,500 shares of Common Stock which the Underwriters have
the option to purchase from the Company to cover over-allotments, if any.
(2) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457 under the Securities Act of 1933.
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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>
This Registration Statement is being filed in connection with the
registration of additional shares of Common Stock, par value $.001 per share,
of Cubist Pharmaceuticals, Inc., a Delaware corporation, for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The
contents of the earlier effective Registration Statement (File No. 333-6795)
are incorporated in this Registration Statement by reference.
The required opinion, consents, and powers of attorney are listed on an
Exhibit Index attached hereto and filed herewith.
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT, CUBIST PHARMACEUTICALS, INC., DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF CAMBRIDGE, COMMONWEALTH OF MASSACHUSETTS, ON THIS
25TH DAY OF OCTOBER, 1996.
Cubist Pharmaceuticals, Inc.
/s/ Scott M. Rocklage
By: _________________________________
SCOTT M. ROCKLAGE
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED:
SIGNATURE TITLE DATE
/s/ Scott M. Rocklage President, Chief October 25,
- - ------------------------------------- Executive Officer 1996
SCOTT M. ROCKLAGE and Director
(Principal
Executive Officer)
* Treasurer (Principal October 25,
- - ------------------------------------- Financial and 1996
THOMAS A. SHEA Accounting Officer)
* Chairman of the October 25,
- - ------------------------------------- Board of Directors 1996
JOHN K. CLARKE
<PAGE>
SIGNATURE TITLE DATE
* Director October 25,
- - ------------------------------------- 1996
BARRY BLOOM
* Director October 25,
- - ------------------------------------- 1996
GEORGE CONRADES
* Director October 25,
- - ------------------------------------- 1996
ELLEN M. FEENEY
* Director October 25,
- - ------------------------------------- 1996
TERRANCE G. MCGUIRE
* Director October 25,
- - ------------------------------------- 1996
JULIUS REBEK, JR
* Director October 25,
- - ------------------------------------- 1996
PAUL R. SCHIMMEL
/s/ Scott M. Rocklage
*By: ________________________________
SCOTT M. ROCKLAGE,
ATTORNEY-IN-FACT
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE NO.
----------- ----------- --------
<C> <S> <C>
5.1 -- Opinion of Bingham, Dana & Gould LLP................
23.1 -- Consent of Bingham, Dana & Gould LLP (contained in
Exhibit 5.1)........................................
23.2 -- Consent of Coopers & Lybrand, L.L.P. independent
public accountants..................................
23.3 -- Consent of Hamilton, Brook, Smith & Reynolds,
P.C. ...............................................
*24.1 -- Power of Attorney...................................
</TABLE>
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* Previously filed as part of the Company's Registration Statement on Form S-1
(File No. 333-6795).
-4-
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BINGHAM, DANA & GOULD LLP
150 FEDERAL STREET EXHIBIT 5.1
BOSTON, MASSACHUSETTS 02110-1726
TEL: 617-951-8000
FAX: 617-951-8736
October 25, 1996
Cubist Pharmaceuticals, Inc.
24 Emily Street
Cambridge, MA 02139
Dear Ladies and Gentlemen:
We have acted as counsel for Cubist Pharmaceuticals, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of 150,000 shares and an
additional 22,500 shares which may be offered by the Company in order to cover
over-allotments, if any, of Common Stock, par value $.001 per share (the
"Shares"), pursuant to a Registration Statement on Form S-1 (as amended, the
"Registration Statement"), filed with the Securities Exchange
Commission on October 25, 1996.
We have reviewed the corporate proceedings of the Company with respect to
the authorization of the issuance of the Shares. We have also examined and
relied upon originals or copies, certified or otherwise identified or
authenticated to our satisfaction, of such corporate records, instruments,
agreements or other documents of the Company, and certificates of officers of
the Company as to certain factual matters, and have made such investigation of
law and have discussed with officers and representatives of the Company such
questions of fact, as we have deemed necessary or appropriate as a basis for the
opinions hereinafter expressed. In our examination, we have assumed the
genuineness of all signatures, the conformity to the originals of all documents
reviewed by us as copies, the authenticity and completeness of all original
documents reviewed by us in original or copy form and the legal competence of
each individual executing any document.
We have also assumed that an Underwriting Agreement by and among the
Company and the underwriters named therein (the "Underwriting Agreement"), will
have been duly executed and delivered pursuant to the authorizing votes of the
Board of Directors of the Company and that the Shares will be sold and
transferred only upon the payment therefor as
<PAGE>
provided in the Underwriting Agreement. We have further assumed that the
registration requirements of the Act and all applicable requirements of state
laws regulating the sale of securities will have been duly satisfied.
This opinion is limited solely to the Delaware General Corporation Law as
applied by courts located in Delaware.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized, and when delivered and paid for in accordance
with the provisions of the Underwriting Agreement, will be validly issued, fully
paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Registration Statement.
Very truly yours,
/s/ Bingham, Dana & Gould LLP
BINGHAM, DANA & GOULD LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-1 to register 172,500 shares of Common Stock of Cubist Pharmaceuticals,
Inc. of our reports dated January 12, 1996, except as to the information in
Notes L and M for which the date is October 23, 1996, on our audits of the
financial statements of Cubist Pharmaceuticals, Inc. We also consent to the
references to our firm under the captions "Selected Financial Data" and
"Experts." Our reports, incorporated herein, are included in the Registration
Statement on Form S-1 (File # 333-6795) of Cubist Pharmaceuticals, Inc.
Coopers & Lybrand L.L.P.
Boston, Massachusetts
October 25, 1996
<PAGE>
EXHIBIT 23.3
HAMILTON, BROOK, SMITH & REYNOLDS, P.C.
TWO MILITIA DRIVE, LEXINGTON, MASSACHUSETTS 02173-4799
TELEPHONE: (617) 861-6240 FACSIMILE: (617) 861-9540
CONSENT OF SPECIAL COUNSEL FOR CUBIST PHARMACEUTICALS, INC.
We hereby consent to the reference to our name, and to the statements with
respect to us, in Cubist Pharmaceuticals, Inc.'s Registration Statement on
Form S-1 and the Prospectus relating thereto under the caption "Experts".
HAMILTON, BROOK, SMITH & REYNOLDS, P.C.
BY: /S/ DAVID E. BROOK
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Dated: October 25, 1996
