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As filed with the Securities and Exchange Commission on July 20, 2000
Registration No. 333-35826
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AXYS PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-2969941
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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180 KIMBALL WAY
SOUTH SAN FRANCISCO, CA 94080
(650) 829-1000
(Address, including zip code, and telephone
number, including area code, of
registrant's principal executive
offices)
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WILLIAM J. NEWELL, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
AXYS PHARMACEUTICALS, INC.
180 KIMBALL WAY
SOUTH SAN FRANCISCO, CA 94080
(650) 829-1000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
ALAN C. MENDELSON, ESQ.
Latham & Watkins
135 Common Wealth Drive
Menlo Park, CA 94025
(650) 328-4600
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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.
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Explanatory Note:
This Post-Effective Amendment No. 1 to Form S-3 Registration Statement is being
filed solely to add exhibits to Registration Statement No. 333-35826 in
accordance with Rule 462(d) under the Securities Act
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ITEM 16. EXHIBITS.
The following exhibits are filed with this Registration Statement:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
<S> <C>
1.1 Form of Common Stock Purchase Agreement.
4.1 Amended and Restated Certificate of Incorporation
(Incorporated by reference to Exhibit 3.1 to Registrant's 1997
Annual Report on Form 10-K filed on March, 31, 1998).
4.2 Amended and Restated Bylaws (incorporated by reference to
Exhibit 3.3 to the Registrant's Registration Statement on Form
S-1 filed October 5, 1993, as amended, Regs. No. 33-69972).
4.3 Rights Agreement, dated as of October 8, 1998, among the
Registrant and ChaseMellon Shareholders Services, LLC
(incorporated by reference to Exhibit 99.2 to Registrant's
Current Report on Form 8-K, dated October 8, 1998).
5.1 Opinion of Latham & Watkins.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Latham & Watkins (included in Exhibit 5.1).
24.1 Power of Attorney (included on page II-4 of Registrant's
initial Registration Statement on Form S-3, filed on April 28,
2000, being amended hereby).
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II-1
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SIGNATURES
Pursuant to 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 duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of South San Francisco, State of California on July 20,
2000.
AXYS PHARMACEUTICALS, INC.
By: /s/ *
------------------------------------
John P. Walker
Chief Executive Officer and
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------------------------------------------------- -------------------------------- -------------------
<S> <C> <C>
Chief Executive Officer,
Chairman of the Board, July 20, 2000
/S/ * Director (Principal
------------------------------------ Executive Officer and
John P. Walker Principal Financial Officer)
Director of Financial
Planning and Analysis & July 20, 2000
/s/ * Controller (Principal
------------------------------------ Accounting Officer)
Mark B. Lucky
/s/ * Director July 20, 2000
------------------------------------
Ann M. Arvin, MD.
/s/ * Director July 20, 2000
------------------------------------
Vaughn M. Kailian
/s/ * Director July 20, 2000
------------------------------------
Donald Kennedy, Ph.D.
/s/ * Director July 20, 2000
------------------------------------
Irwin Lerner
/s/ * Director July 20, 2000
------------------------------------
Alan C. Mendelson
/s/ * Director July 20, 2000
------------------------------------
J. Leighton Read, M.D.
</TABLE>
* /s/ William J. Newell
---------------------------------
William J. Newell
Attorney-in-Fact
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
1.1 Form of Common Stock Purchase Agreement.
4.1 Amended and Restated Certificate of Incorporation
(Incorporated by reference to Exhibit 3.1 to
Registrant's 1997 Annual Report on Form 10-K filed on
March, 31, 1998).
4.2 Amended and Restated Bylaws (incorporated by reference
to Exhibit 3.3 to the Registrant's Registration
Statement on Form S-1 filed October 5, 1993, as
amended, Regs. No. 33-69972).
4.3 Rights Agreement, dated as of October 8, 1998, among
the Registrant and ChaseMellon Shareholders Services,
LLC (incorporated by reference to Exhibit 99.2 to
Registrant's Current Report on Form 8-K, dated
October 8, 1998).
5.1 Opinion of Latham & Watkins.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Latham & Watkins (included in Exhibit 5.1).
24.1 Power of Attorney (included on page II-4 of
Registrant's initial Registration Statement on Form
S-3, filed on April 28, 2000, being amended hereby).
</TABLE>
