<PAGE>
As filed with the Securities and Exchange Commission on June 7, 1999
Registration No. 333-70505
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
SUPERGEN, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 2834 91-1841574
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NUMBER)
INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)
TWO ANNABEL LANE, SUITE 220
SAN RAMON, CALIFORNIA 94583
(925) 327-0200
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------------
JOSEPH RUBINFELD
PRESIDENT AND CHIEF EXECUTIVE OFFICER
SUPERGEN, INC.
TWO ANNABEL LANE, SUITE 220
SAN RAMON, CALIFORNIA 94583
(925) 327-0200
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
JOHN V. ROOS, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
(650) 493-9300
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Approximate date of commencement of proposed sale to the public: FROM
TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, 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. / /
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 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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EXPLANATORY NOTE
This Post-Effective Amendment No.2 (the "Amendment") to the Registration
Statement on Form S-3 (File No. 333-70505) of SuperGen, Inc. (the
"Registration Statement") is being filed pursuant to Rule 462(d) under the
Securities Act of 1933, as amended, for the sole purpose of amending certain
exhibits previously filed with the Registration Statement and/or filing
additional exhibits and accordingly, shall become effective immediately upon
filing with the Securities and Exchange Commission (the "Commission"). After
giving effect to this Amendment, the Registration Statement consists of the
Registration Statement as filed with the Commission at the time it became
effective on May 20, 1999, as supplemented by this Amendment.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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<S> <C>
3.1 Certificate of Incorporation of the Registrant (1)
3.2 Bylaws, as amended, of the Registrant (2)
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C.**
23.1 Consent of Ernst & Young LLP, Independent Auditors*
23.2 Consent of Counsel (included in Exhibit 5.1)**
24.1 Power of Attorney*
</TABLE>
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* Previously filed exhibit.
** Filed herewith.
(1) Incorporated by reference from the Registrant's Proxy Statement filed with
the Securities and Exchange Commission on April 25, 1997.
(2) Incorporated by reference from the Registrant's Report on Form 10-K filed
with the Securities and Exchange Commission on March 19, 1998.
II-1
<PAGE>
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
Post-Effective Amendment No. 2 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of San
Ramon, State of California, on June 7, 1999.
SUPERGEN, INC.
By: /s/ Joseph Rubinfeld
-------------------------------
Joseph Rubinfeld
CHIEF EXECUTIVE OFFICER,
PRESIDENT AND DIRECTOR
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 to the Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
By: /s/ Joseph Rubinfeld Chief Executive Officer, President June 7, 1999
---------------------- and Director (Principal Executive,
Joseph Rubinfeld Financial and Accounting Officer)
By: * Director June 7, 1999
----------------------
Denis Burger
By: Director June 7, 1999
----------------------
Lawrence J. Ellison
By: Director June 7, 1999
----------------------
Julius Vida
By: * Director June 7, 1999
----------------------
Daniel Zurr
*By: /s/ Joseph Rubinfeld
----------------------
Joseph Rubinfeld
Attorney-in-fact
</TABLE>
II-2
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------ -----------------------
<S> <C>
3.1 Certificate of Incorporation of the Registrant (1)
3.2 Bylaws, as amended, of the Registrant (2)
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C.**
23.1 Consent of Ernst & Young LLP, Independent Auditors*
23.2 Consent of Counsel (included in Exhibit 5.1)**
24.1 Power of Attorney*
</TABLE>
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* Previously filed exhibit.
** Filed herewith.
(1) Incorporated by reference from the Registrant's Proxy Statement filed with
the Securities and Exchange Commission on April 25, 1997.
(2) Incorporated by reference from the Registrant's Report on Form 10-K filed
with the Securities and Exchange Commission on March 19, 1998.
II-3
<PAGE>
EXHIBIT 5.1
June 7, 1999
SuperGen, Inc.
Two Annabel Lane, Suite 220
San Ramon, CA 94583
Ladies and Gentlemen:
We have acted as counsel for SuperGen, Inc. (the "Company") which we
understand has filed with the Securities and Exchange Commission a
registration statement on Form S-3 (the "Registration Statement") that
relates to the issuance of $2,080,000 of common stock of the Company (that
is, 200,000 shares of common stock) (the "Shares"). We further understand
that the Shares will be issued and sold pursuant to resolutions of the Board
of Directors of the Company passed on June 3, 1999 (the "Resolutions").
We have examined such documents, records and matters of law as we have
deemed necessary to the rendering of the following opinion. We have assumed
the genuineness of all signatures, the legal capacity of all individuals and
the authenticity of all such documents submitted to us as originals and the
conformity to authentic original documents of all documents submitted to us
as certified, conformed or photostatic copies or facsimiles thereof.
Based and relying upon and subject to the foregoing, we are of the
opinion that upon receipt of payment in full therefor in accordance with the
Resolutions, the Shares will be validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name wherever it
appears in the Registration Statement, including the prospectus constituting
a part thereof, and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
