<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 14, 1997
REGISTRATION NO. 333-
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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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SANGSTAT MEDICAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<TABLE>
<S> <C> <C>
DELAWARE 2834 94-3076-069
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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1505 ADAMS DRIVE
MENLO PARK, CALIFORNIA 94025
(415) 328-0300
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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PHILIPPE POULETTY, M.D.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
SANGSTAT MEDICAL CORPORATION
1505 ADAMS DRIVE
MENLO PARK, CALIFORNIA 94025
(415) 328-0300
(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF AGENT FOR SERVICE)
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COPIES TO:
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<S> <C>
EDWARD M. LEONARD ALAN K. AUSTIN
JEFFREY P. HIGGINS ELIZABETH R. FLINT
BROBECK, PHLEGER & HARRISON LLP WILSON, SONSINI, GOODRICH & ROSATI
TWO EMBARCADERO PLACE PROFESSIONAL CORPORATION
2200 GENG ROAD 650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94303 PALO ALTO, CALIFORNIA 94304
(415) 424-0160 (415) 493-9300
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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 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, 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] 333-20301
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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<S> <C> <C> <C> <C>
TITLE OF EACH AMOUNT PROPOSED PROPOSED AMOUNT OF
CLASS OF SECURITIES TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1)(2) PRICE PER SHARE(3) OFFERING PRICE(3) FEE(3)(4)
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Common Stock, $0.001 par value per
share................................. 230,000 Shares $30.00 $6,900,000 $2,091
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(1) Includes 30,000 shares that the Underwriters have the option to purchase to
cover over-allotments, if any.
(2) Shares of Common Stock previously registered include 2,760,000 shares for
which the registration fee has previously been paid.
(3) Calculated pursuant to Rule 457(a).
(4) The Company has a credit in a restricted account with the Commission to
cover the registration fee.
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<PAGE> 2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement filed under the Securities Act of 1933, as
amended, by SangStat Medical Corporation (the "Company") with the Securities and
Exchange Commission (the "Commission") hereby incorporates by reference the
contents of the Registration Statement on Form S-3 (File No. 333-20301) relating
to the offering of up to 2,760,000 Shares of Common Stock of the Company filed
on January 24, 1997, as amended by Amendment No. 3 filed on March 13, 1997.
CERTIFICATION
The Company hereby certifies to the Commission that it has a credit in a
restricted account with the Commission to cover the filing fee of $2,091.00 for
the additional securities being registered hereby.
<PAGE> 3
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 Menlo Park, State of California on this 13th day of
March, 1997.
SANGSTAT MEDICAL CORPORATION
By: /s/ HENRY N. EDMUNDS
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Henry N. Edmunds, Ph.D.
Vice President, Chief Financial
Officer
POWER OF ATTORNEY
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.
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SIGNATURE TITLE DATE
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<C> <S> <C>
/s/ PHILIPPE POULETTY Chief Executive Officer and March 13, 1997
- ------------------------------------- Chairman of the Board of Directors
(Philippe Pouletty) (Principal Executive Officer)
/s/ HENRY N. EDMUNDS Vice President and Chief Financial March 13, 1997
- ------------------------------------- Officer (Principal Financial and
(Henry N. Edmunds) Accounting Officer)
/s/ GORDON RUSSELL Director March 13, 1997
- -------------------------------------
(Gordon Russell)
/s/ FREDRIC J. FELDMAN Director March 13, 1997
- -------------------------------------
(Fredric J. Feldman)
/s/ ELIZABETH GREETHAM Director March 13, 1997
- -------------------------------------
(Elizabeth Greetham)
/s/ RICHARD D. MURDOCK Director March 13, 1997
- -------------------------------------
(Richard D. Murdock)
/s/ ANDREW PERLMAN Director March 13, 1997
- -------------------------------------
(Andrew Perlman)
/s/ VINCENT WORMS Director March 13, 1997
- -------------------------------------
(Vincent Worms)
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II-4
<PAGE> 4
SANGSTAT MEDICAL CORPORATION
INDEX TO EXHIBITS
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SEQUENTIALLY
NUMBERED
EXHIBIT DESCRIPTION PAGE
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5.1 Opinion of Brobeck, Phleger & Harrison LLP.
23.1 Independent Auditors' Consent.
23.2 Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit
5.1).
23.3 Consent of Flehr, Hohbach, Test, Albritton & Herbert.
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<PAGE> 1
EXHIBIT 5.1
March 13, 1997
SangStat Medical Corporation
1505 Adams Drive
Menlo Park, CA 94025
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 originally filed by
SangStat Medical Corporation (the "Company") with the Securities and Exchange
Commission (the "Commission") on March 13, 1997, as thereafter amended or
supplemented (the "Registration Statement"), in connection with the registration
under the Securities Act of 1933, as amended, of 2,600,000 shares of the
Company's Common Stock (the "Shares"). The Shares include an over-allotment
option to the Underwriters to purchase up to 390,000 additional shares of the
Company's Common Stock and are to be sold to the Underwriters as described in
the Registration Statement for resale to the public. As your counsel in
connection with this transaction, we have examined the proceedings taken and are
familiar with the proceedings proposed to be taken by you in connection with the
sale and issuance of the Shares.
It is our opinion that, upon conclusion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, the Shares, when issued and sold in the manner described in the
Registration Statement, will be validly issued, fully paid and nonassessable.
We consent to the use of this Opinion as an exhibit to said Registration
Statement, and further consent to the use of our name wherever appearing in said
Registration Statement, including the prospectus constituting a part thereof,
and in any amendment thereto.
Very truly yours,
/s/ Brobeck, Phleger & Harrison LLP
Brobeck, Phleger & Harrison LLP
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EXHIBIT 23.1
CONSENT OF DELOITTE & TOUCHE LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this registration statement of
SangStat Medical Corporation on Form S-3 of our report dated January 29, 1997
included in the Annual Report on Form 10-K of SangStat Medical Corporation for
the year ended December 31, 1996, and our report dated January 29, 1997
appearing in the Prospectus, which is a part of Amendment No. 3 to Registration
Statement No. 333-20301 of SangStat Medical Corporation. We also consent to the
references to us under the headings "Selected Consolidated Financial Data" and
"Experts" in such Prospectus.
/s/ Deloitte & Touche LLP
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DELOITTE & TOUCHE LLP
San Jose, California
March 13, 1997
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EXHIBIT 23.3
CONSENT OF INDEPENDENT PATENT COUNSEL
To the Board of Directors
and Stockholders of SangStat Medical Corporation
We consent to the reference to our firm's name under the caption
"Experts" as contained in this Registration Form S-3 of SangStat Medical
Corporation.
FLEHR, HOHBACH, TEST, ALBRITTON & HERBERT
By: /s/ Bert Rowland
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Dated: March 13, 1997
