<PAGE>
As filed with the Securities and Exchange Commission on January 12, 1999
Registration No. 333-______
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
----------------------
SUPERGEN, INC.
(Exact name of Registrant as specified in its charter)
----------------------
DELAWARE 2834 91-1841574
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification
incorporation or Number)
organization)
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)
----------------------
Copies to:
John V. Roos, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
(650) 493-9300
----------------------
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. /X/
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. / /
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Title of Each Class Proposed
of Securities to be Registered Maximum Aggregate Amount of Registration
Offering Price (1) Fee (1)
- ---------------------------------------------------------------------------------
<S> <C> <C>
Common Stock $0.001 par value . . $ 20,000,000 $ 5,560
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
</TABLE>
(1) The maximum aggregate offering price of the Common Stock registered
hereunder will not exceed $20,000,000. Pursuant to Rule 457(o) under the
Securities Act, the registration fee is calculated on the aggregate maximum
offering price of the Common Stock, and the table does not specify
information about the amount of shares to be registered or the proposed
maximum offering price per share.
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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY
DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
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.
PROSPECTUS
SUBJECT TO COMPLETION, DATED JANUARY 12, 1999
$20,000,000
SUPERGEN, INC.
COMMON STOCK
This Prospectus is part of a Registration Statement we filed with the
Securities and Exchange Commission using a "shelf" registration process. This
means:
- - we may issue up to $20,000,000 of Common Stock from time to time;
- - we will circulate a Prospectus Supplement each time we plan to issue the
Common Stock;
- - the Prospectus Supplement will inform you about the specific terms of that
offering and also may add, update or change information contained in this
Prospectus; and
- - you should read this Prospectus and any Prospectus Supplement carefully before
you invest.
Our Common Stock is listed on the Nasdaq National Market under the
symbol "SUPG". On January 11, 1999, the last reported sale price for the
Common Stock on the Nasdaq National Market was $10.44 per share.
SEE "RISK FACTORS" BEGINNING AT PAGE 3 TO READ ABOUT CERTAIN FACTORS YOU
SHOULD CONSIDER BEFORE BUYING SHARES OF THE COMMON STOCK.
----------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus is January __, 1999.
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. Our filings are available to the public over
the internet at the SEC's web site at http://www.sec.gov. You may also read
and copy any document we file at the SEC's Public Reference Rooms in
Washington, D.C., New York, New York and Chicago, Illinois. The Public
Reference Room in Washington D.C. is located at 450 Fifth Street, N.W.
Please call the SEC at 1-800-SEC-0330 for further information on the Public
Reference Rooms.
The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference
is an important part of this Prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings
made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 until we sell all of the Common Stock:
- - Annual report on Form 10-K for the fiscal year ended December 31, 1997;
- - Proxy Statement for the 1998 Annual Meeting of Stockholders;
- - Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30 and
September 30, 1998;
- - The description of our Common Stock contained in our Registration Statement
on Form 8-A, filed on January 18, 1996, including any amendment or report
filed for the purpose of updating such description; and
- - All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since December 31, 1997.
We have also filed a registration statement on Form S-3 (the
"Registration Statement") with the SEC under the Securities Act of 1933.
This Prospectus does not contain all of the information set forth in the
Registration Statement. You should read the Registration Statement for
further information about our company and the Common Stock. You may request
a copy of these filings at no cost. Please direct your requests to:
SuperGen, Inc.
Two Annabel Lane, Suite 220
San Ramon, California 94583
Attn: Investor Relations
(925) 327-0200
You should rely only on the information incorporated by reference or
provided in this Prospectus or any Prospectus Supplement. We have not
authorized anyone else to provide you with different information. We are not
making an offer of the Common Stock in any state where the offer is not
permitted. You should not assume that the information in this Prospectus or
any Prospectus Supplement is accurate as of any date other than the date on
the front page of those documents.
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Forward-looking statements deal with our
current plans, intentions, beliefs and expectations and statements of future
economic performance. Statements containing terms such as "believes," "does
not believe," "plans," "expects," "intends," "estimates," "anticipates" and
other phrases of similar meaning are considered to imply uncertainty and are
forward-looking statements.
Forward looking statements involve known and unknown risks and
uncertainties which may cause our actual results in future periods to differ
materially from what is currently anticipated. We make cautionary statements
in certain sections of this Prospectus, including under "Risk Factors." You
should read these cautionary statements as being applicable to all related
forward-looking statements wherever they appear in this Prospectus, in the
materials referred to in this Prospectus, in the materials incorporated by
reference into this Prospectus, or in our press releases.
No forward-looking statement is a guarantee of future performance and you
should not place undue reliance on any forward-looking statement.
2
<PAGE>
THE COMPANY
We are an emerging pharmaceutical company dedicated to the acquisition,
rapid development and commercialization of products for the treatment of
life-threatening diseases, particularly cancer. We seek to minimize the
time, expense and technical risk associated with drug commercialization by
identifying, acquiring and developing pharmaceutical compounds in the later
stages of development, rather than committing significant resources to the
research phase of drug discovery. Our efforts to commercialize our products
are now focused on two proprietary compounds, Nipent -Registered Trademark-
and RFS 2000, and on the Extra platform, our proprietary drug delivery
technology that we believe has the potential to significantly enhance many
established and widely used anticancer and other drugs. We are managed by a
team of senior executives, many of whom played a leading role in developing
and commercializing successful anticancer drugs at Bristol-Myers Squibb
Company and other leading pharmaceutical companies.
We incorporated in March 1991 as a California corporation and changed
our state of incorporation to Delaware on November 3, 1997. Our executive
offices are located at Two Annabel Lane, Suite 220, San Ramon, California,
and our telephone number at that address is (925) 327-0200.
RISK FACTORS
YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW BEFORE MAKING AN
INVESTMENT DECISION. THE RISKS AND UNCERTAINTIES DESCRIBED BELOW ARE NOT THE
ONLY ONES FACING OUR COMPANY. ADDITIONAL RISKS AND UNCERTAINTIES NOT
PRESENTLY KNOWN TO US OR THAT WE CURRENTLY DEEM IMMATERIAL MAY ALSO IMPAIR
OUR BUSINESS OPERATIONS.
IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCUR, OUR BUSINESS, RESULTS OF
OPERATIONS OR CASH FLOWS COULD BE ADVERSELY AFFECTED. IN SUCH CASE, THE
TRADING PRICE OF OUR COMMON STOCK COULD DECLINE, AND YOU MAY LOSE ALL OR PART
OF YOUR INVESTMENT.
THIS PROSPECTUS ALSO CONTAINS AND INCORPORATES BY REFERENCE
FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. OUR ACTUAL
RESULTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THE FORWARD-LOOKING
STATEMENTS AS A RESULT OF CERTAIN FACTORS, INCLUDING THE RISKS DESCRIBED
BELOW AND ELSEWHERE IN THIS PROSPECTUS.
HISTORY OF LOSSES AND UNCERTAIN FUTURE PROFITABILITY
We have incurred cumulative losses of $51.5 million for the period from
inception through September 30, 1998. These losses included non-cash charges
of $7.5 million for the acquisition of in-process research and development.
We have not achieved profitability and expect to continue to incur
substantial operating losses at least through 1999. Substantially all of our
revenues have come from sales of Nipent -Registered Trademark-, and we expect
this trend to continue for some time. Although we have received marketing
approval to sell Nipent -Registered Trademark- manufactured at our designated
vendors' manufacturing sites, our ability to achieve profitability will
depend on our ability to develop, obtain regulatory approval for and
successfully market Nipent -Registered Trademark- for other indications, and
bring several of the Company's other proprietary products to market. Our
ability to become profitable will also depend upon a variety of other
factors, including the following:
- - The price, volume and timing of sales of products;
- - The mix between Nipent -Registered Trademark- sales in the United States
and those under a supply agreement with Warner-Lambert Company for sales
outside North America;
- - Variations in gross margins of our products, which may be affected by sales
mix and competitive pricing pressures;
- - Regulatory approvals of new products or expanded labeling of existing
products;
- - Changes in the level of our research and development, including the timing
of any expansion of clinical trials; and
- - Acquisitions of products or technology.
Our long-term success will also be affected by expenses, difficulties
and delays frequently encountered
3
<PAGE>
in developing and commercializing new pharmaceutical products, competition,
and the burdensome regulatory environment in which we operate. We cannot be
certain that we will ever achieve significant revenues or profitable
operations.
EARLY STAGE OF DEVELOPMENT OF PROPRIETARY PRODUCTS
Our proposed proprietary products are in the development rather than the
research stage. However, all of our proposed products must be developed
significantly before they can be brought to market. Although we believe that
our preclinical and pilot clinical studies support further development of our
proprietary products, the results we have obtained to date do not necessarily
indicate results of further testing, including controlled human clinical
testing. All of the potential proprietary products that we are currently
developing will require extensive clinical testing before we can submit any
regulatory application for their commercial use.
UNCERTAINTY OF PRODUCT DEVELOPMENT
Our proposed proprietary products and our proposed Extra and generic
products are subject to the risks of failure inherent in the development of
pharmaceutical products. These risks include the following:
- - Some of our potential products may be found to be unsafe or ineffective, or
may fail to receive the necessary regulatory clearances in a timely
fashion, if at all;
- - Our products, if safe and effective, may be difficult to manufacture on a
large scale or may be uneconomical to market;
- - The proprietary rights of third parties may preclude us from marketing such
products; and
- - Third parties may market more effective or less costly products for
treatment of the same diseases.
As a result, we cannot be certain that any of our products will be
successfully developed, receive required governmental regulatory approvals on
a timely basis, become commercially viable or achieve market acceptance.
Also, we have only limited experience in conducting clinical trials and other
aspects of the regulatory process.
Generic products and Extra products based on generic products are also
subject to additional risks. These risks relate to their dependence on the
expiration or anticipated expiration of the patents for the underlying drug.
For instance, although the original period of exclusivity for Taxol expired
in December 1997 and the patent for cisplatin expired in December 1996,
continuing issues exist relating to additional patents outstanding. We
cannot be certain that the issues relating to these patents will be resolved
favorably or in a timely manner. In addition, similar patent or other
intellectual property issues could affect other Extra and generic products or
potential products. An unfavorable resolution or significant delays in the
resolution of such issues could significantly limit or prevent our ability to
compete in these marketplaces and could adversely effect our business,
results of operations and cash flows. In addition, because of the lack of
proprietary protection of generic products, such products brought to market
could face intense competition and prices and gross profit margins could be
significantly eroded. See "--Competition."
NEED FOR ADDITIONAL FINANCING
We expect that we will need substantial additional funding. Our funding
needs will be determined by many factors, including the following:
- - The progress of our development programs;
- - The availability of additional drugs or drug candidates for acquisition or
in-licensing;
- - The availability of companies as potential acquisition or merger
candidates;
- - Future revenue growth, if any;
- - The amount of cash generated, if any, by our operations;
- - The timing and receipt of regulatory approvals;
- - The costs involved in preparing, filing, prosecuting, maintaining,
enforcing and defending patent claims and other intellectual property
rights;
- - Developments related to reimbursement matters;
- - Competing technological and market developments; and
4
<PAGE>
- - The need for additional office and manufacturing facilities to accommodate
growth.
Based on our current operating plan, without giving effect to the sale
of any Common Stock in the offering covered by this prospectus, we anticipate
that our existing capital resources will be adequate to fund operations and
capital expenditures for the next twelve months. However, if we experience
unanticipated cash requirements during this period, we could require
additional funds much sooner. Although we may receive funds from the sale of
equity securities, including the sale of Common Stock pursuant to this
offering, or the exercise of outstanding warrants and options to acquire
common stock, we cannot be certain that any such funding will occur, or if it
occurs, that it will be on terms favorable to the Company. If we fail to
obtain adequate financing in a timely manner our business, results of
operations and cash flows will be adversely affected. In addition, if we
raise funds by issuing additional equity securities, including the sale of
Common Stock pursuant to this offering, or the exercise of outstanding
warrants, our results per share could be adversely affected.
NEED TO COMPLY WITH GOVERNMENTAL REGULATIONS AND TO OBTAIN PRODUCT APPROVALS
Our research, testing, manufacturing, labeling, distribution, marketing
and advertising activities are regulated extensively by governmental
authorities in the United States and other countries. The United States Food
and Drug Administration (the "FDA") and comparable agencies in foreign
countries impose substantial requirements on our ability to introduce new
pharmaceutical products through lengthy and detailed clinical testing
procedures, sampling activities and other costly and time-consuming
compliance procedures. Our proprietary drugs and Extra drugs may require
substantial clinical trials and FDA review as new drugs. Our generic drugs
require both approval of the bulk source of the drug and FDA approval of
their final formulation. While we have obtained clearance from the FDA
related to our Nipent -Registered Trademark- manufacturing processes,
marketing approval for internally developed mitomycin and approval of sources
of bulk drugs for certain of our Extra and generic products, we have not yet
received marketing approval for any of our internally developed proprietary
products. We cannot be certain that we will obtain any additional
manufacturing or marketing approvals.
We cannot predict with certainty if or when we might submit for
regulatory review those products currently under development. Once we submit
our potential products for review, we cannot be certain that the FDA or other
regulatory agencies will grant approvals for any of our pharmaceutical
products on a timely basis or at all. For example, we initially believed
that the approval process for our Extra products would be abbreviated.
However, the FDA is reviewing Mito Extra, our first Extra product submission,
as a new drug. A delay in obtaining or failure to obtain such approvals may
adversely affect our business, results of operations and cash flows. If we
fail to comply with regulatory requirements, we could be subjected to
regulatory or judicial enforcement actions, including product recalls or
seizures, injunctions, civil penalties, criminal prosecution, refusals to
approve new products, withdrawal of existing approvals, and potentially
enhanced product liability exposure. Sales of our products outside the
United States will be subject to regulatory requirements governing clinical
trials and marketing approval. These requirements vary widely from country
to country and could delay the introduction of our products in those
countries.
UNCERTAINTY OF PROTECTION OF PATENTS AND PROPRIETARY TECHNOLOGY
We actively seek patent protection for our proprietary products and
technologies. We have a number of United States patents and also have
licenses to or assignments of numerous issued United States patents.
However, we cannot be certain that our patent position will provide us with
significant protection against competitors. Litigation could be necessary to
protect our patent position, and we cannot be certain that we will have the
required resources to pursue such litigation or otherwise to protect our
patent rights. In addition to pursuing patent protection in appropriate
cases, we also rely on trade secret protection for unpatented proprietary
technology. However, trade secrets are difficult to protect. We may be
adversely affected if others independently develop substantially equivalent
proprietary information and techniques or otherwise gain access to our trade
secrets, if our trade secrets are disclosed or if we cannot effectively
protect our rights to unpatented trade secrets.
Our proprietary products are dependent upon compliance with certain
licenses and agreements. These licenses and agreements require us to make
certain royalty and other payments, reasonably exploit the
5
<PAGE>
underlying technology of the applicable patents, and comply with certain
regulatory filings. If we fail to comply with such licenses and agreements,
we could lose the underlying rights to one or more of these potential
products, which would adversely effect our business, results of operations
and cash flows.
Claims may be brought against us in the future based on patents held by
others. Such other persons could bring legal actions against us claiming
damages and seeking to enjoin clinical testing, manufacturing and marketing
of the affected product. If any actions are successful, in addition to any
potential liability for damages, we could be required to obtain a license in
order to continue to manufacture or market the affected product. We cannot
be certain whether we would prevail in any such action or that any license
required under any such patent would be made available on acceptable terms,
if at all. There has been, and we believe that there will continue to be,
significant litigation in the pharmaceutical industry regarding patent and
other intellectual property rights. If we become involved in any litigation,
it could consume a substantial portion of our resources, regardless of the
outcome of such litigation.
COMPETITION
Many public and private companies, including leading pharmaceutical
companies, are engaged in developing and selling products for certain of the
applications the Company is pursuing. Our competitors and probable
competitors include Ortho Biotech, Amgen Inc., Gensia, Inc., Bristol-Myers
Squibb Company and Immunex Corp. These companies have substantially greater
financial, research and development, manufacturing and marketing experience
and resources than we do and represent substantial long-term competition for
us. Such companies may succeed in developing pharmaceutical products that
are more effective or less costly than any that we may develop or market.
Factors affecting competition in the pharmaceutical industry vary
depending on the extent to which the competitor is able to achieve a
competitive advantage based on proprietary technology. If we are able to
establish and maintain a significant proprietary position with respect to our
proprietary products, competition will likely depend primarily on the
effectiveness of the product and the number, gravity and severity of its
unwanted side effects as compared to alternative products. Competition for
generic products is based primarily on price and, to a lesser extent, on name
recognition and the reputation of the manufacturer in its target markets.
Moreover, the number of competitors offering a particular generic product
could dramatically affect price and gross margin for that product, or an
Extra product based on such generic product. We may be at a disadvantage in
competing with more established companies on the basis of price or market
reputation. In addition, a significant number of Extra products that we are
currently developing consist of, or are based upon, generic products for
which patent protection has expired or is expected to expire. Increased
competition in a particular generic market would likely lead to significant
price erosion for our generic products and Extra products based on such
generic products, which would adversely affect our sales and potential gross
profit margins. For example, we believe that the total estimated U.S. sales
for mitomycin, bleomycin, etoposide and cisplatin, as well as other of our
proposed generic products and generic products upon which we propose to base
Extra products, have decreased in recent years due to increased competition.
We also believe that sales volumes and unit prices of these generics may
continue to decrease as a result of competitive factors, including the
following:
- - The introduction of additional generics as well as other anticancer drugs;
- - The desire of some companies to increase their market share; and
- - New formulations for these drugs and the use of different therapies.
Our industry is characterized by extensive research and development
efforts and rapid technological progress. Although we believe that our
proprietary position gives us a competitive advantage with respect to our
proposed non-generic drugs, new developments are expected to continue and
discoveries by others may render our current and potential products
noncompetitive. In addition, we have only limited experience in selling and
marketing pharmaceutical products. Our competitive position also depends on
our ability to attract and retain qualified scientific and other personnel,
develop effective proprietary products, implement development and marketing
plans, obtain patent protection and secure adequate capital resources.
6
<PAGE>
MANUFACTURING LIMITATIONS, INCLUDING RELIANCE ON THIRD PARTIES
We currently rely on vendors for manufacturing activities related to
Nipent -Registered Trademark- and our generic version of mitomycin. The
facilities used by these vendors have passed plant inspections required by
the FDA prior to market clearance of all pharmaceutical products. The FDA
conducts these inspections to ensure compliance with current Good
Manufacturing Practices ("cGMP") regulations enforced by the FDA. If the
facilities fail to maintain their cGMP status, or there is an interruption at
any of these facilities due to the occurrence of a fire, natural disaster,
equipment failure or other condition, we may not be able to locate other
facilities that are FDA-approved for manufacturing activities in a timely
manner or on commercially acceptable terms.
In addition, we store the majority of our Nipent -Registered Trademark-
crude concentrate at a single storage location. Improper storage, fire,
natural disaster, theft or other conditions at this location that may lead to
the loss or destruction of our Nipent -Registered Trademark- crude
concentrate could adversely affect our business, results of operations and
cash flows. We are currently negotiating a long-term agreement with the
vendor that purifies our current supply of crude concentrate to continue its
purification services. However, we cannot be certain that we will be able to
finalize such an agreement. If we are not able to do so, our supply of
Nipent -Registered Trademark- may be interrupted while we seek to locate
another facility and to have that facility approved by the FDA. Such a delay
could adversely affect our business, results of operations and cash flows.
We will encounter similar issues with respect to any potential products
that the FDA clears for sale. We must establish and maintain relationships
with manufacturers to produce and package our finished pharmaceutical
products, including RFS 2000. In addition, the facilities used by these
contract manufacturers must be cleared by the FDA. If we are unable to
obtain or retain third-party manufacturing on commercially acceptable terms
or obtain necessary FDA clearances to manufacture the products currently
being developed, we may not be able to commercialize pharmaceutical products
as planned. Our dependence upon third parties for the manufacture of
pharmaceutical products may adversely affect our profit margins and our
ability to develop and deliver pharmaceutical products on a timely and
competitive basis.
We currently rely on foreign manufacturers for the production of certain
bulk Extra and generic formulations and on domestic manufacturers to supply
sufficient quantities of compounds to conduct clinical trials on proposed
proprietary products. If we are unable to contract for or obtain a
sufficient supply of potential pharmaceutical products on acceptable terms,
or such supplies are delayed or contaminated, we could experience significant
reductions in sales, delays in bringing our proposed proprietary, Extra and
generic products to market, delays in preclinical and human clinical testing
schedules, and delays in submitting products for regulatory approval and
initiating new development programs. Any of these factors could adversely
affect our business, results of operations and cash flows.
We do not currently intend to manufacture any pharmaceutical products,
although we may choose to do so in the future. If we decide to manufacture
products, we would be subject to the regulatory requirements described above,
would be subject to similar risks regarding delays or difficulties
encountered in manufacturing any such pharmaceutical products and would
require additional facilities and substantial additional capital. In
addition, we have only limited experience in manufacturing pharmaceutical
products. We cannot be certain that we would be able to manufacture any such
products successfully and in a cost-effective manner.
DEPENDENCE ON KEY PERSONNEL
Our success is dependent on certain key management and scientific
personnel, including Dr. Joseph Rubinfeld, the loss of whose services could
significantly affect our ability to achieve our planned development
objectives. We maintain a key man life insurance policy in the amount of $2.1
million on Dr. Rubinfeld. Henry Settle resigned as Chief Financial Officer
in March 1998 but agreed to remain as an employee for a reasonable period
until his successor is hired. The loss of key personnel, or the inability to
attract and retain the additional, highly skilled personnel required for the
expansion of our activities, could adversely affect our business, results of
operations and cash flows.
7
<PAGE>
HEALTH CARE REFORM AND POTENTIAL LIMITATIONS ON THIRD-PARTY REIMBURSEMENT
RELATED MATTERS
Revenues and profitability of pharmaceutical companies may be affected
by the continuing effort of governmental and third-party payors to contain or
reduce the costs of health care. We cannot predict the effect that health
care reforms may have on our business, and it is possible that any such
reforms will adversely affect our business. In addition, in both the United
States and elsewhere, sales of prescription pharmaceuticals are dependent in
part on the availability of reimbursement to the consumer from third-party
payors, such as government and private insurance plans. Third-party payors
are increasingly challenging the prices charged for medical products and
services. We cannot be certain that our current and proposed products will
be considered cost-effective and that reimbursement to the consumer will be
available or will be sufficient to allow us to sell products on a competitive
basis.
RISK OF PRODUCT LIABILITY
Clinical trials or marketing of any of our current and potential
pharmaceutical products may expose us to liability claims from the use of
such pharmaceutical products. We currently carry product liability
insurance; however, we cannot be certain that we will be able to maintain
insurance on acceptable terms for clinical and commercial activities or that
such insurance would be sufficient to cover any potential product liability
claim or recall. If we fail to have sufficient coverage, our business,
results of operations and cash flows could be adversely affected.
HAZARDOUS MATERIALS; ENVIRONMENTAL MATTERS
We are subject to federal, state and local laws and regulations
governing the use, manufacture, storage, handling and disposal of hazardous
materials and certain waste products. We currently maintain a supply of
several hazardous materials at our facilities. While we currently outsource
our research and development programs involving the controlled use of
biohazardous materials, if in the future we conduct such programs, we might
be required to incur significant cost to comply with environmental laws and
regulations. In the event of an accident, we could be held liable for any
damages that result, and such liability could exceed our resources.
ANTI-TAKEOVER EFFECTS OF CERTAIN CHARTER PROVISIONS
Certain provisions of our Certificate of Incorporation and Bylaws make
it more difficult for a third party to acquire us, even if doing so would be
beneficial to our stockholders. These provisions include:
- - authorization of the issuance of up to 2,000,000 shares of Preferred Stock;
- - elimination of cumulative voting; and
- - elimination of stockholder action by written consent.
The Bylaws establish procedures, including advance notice procedures,
with regard to the nomination, other than by or at the direction of the Board
of Directors, of candidates for election as directors or for stockholder
proposals to be submitted at stockholder meetings. We are also subject to
Section 203 of the Delaware General Corporation Law, an anti-takeover law. In
general, Section 203 of the Delaware General Corporation Law prevents a
person owning 15% or more of a corporation's outstanding voting stock
("Interested Stockholder") from engaging in a "business combination" (as
defined in the Delaware General Corporation Law) with a Delaware corporation
for three years following the date such person become an Interested
Stockholder, subject to certain exceptions such as the approval of the board
of directors and of the holders of at least two-thirds of the outstanding
shares of voting stock not owned by the interested stockholder. These
provisions are expected to discourage certain types of coercive takeover
practices and inadequate takeover bids and to encourage persons seeking to
acquire control of the Company to negotiate first with the Company. We
believe that the benefits of increased protection of the Company's potential
ability to negotiate with the proponent of an unfriendly or unsolicited
proposal to acquire or restructure the Company outweigh the disadvantages of
discouraging such proposals because, among other things, negotiation of such
proposals could result in an improvement of their terms.
CONTROL BY EXISTING STOCKHOLDERS
As of September 30, 1998 our officers and directors beneficially owned
approximately 31% of the outstanding shares of Common Stock. Beneficial
8
<PAGE>
ownership includes shares of Common Stock subject to options exercisable
within 60 days of September 30, 1998. These stockholders, if acting
together, may be able to elect all of our directors, and otherwise
significantly influence matters requiring approval by our stockholders. This
concentration of ownership and the lack of cumulative voting may also delay
or prevent a third party from acquiring us.
POSSIBLE VOLATILITY OF COMMON STOCK PRICE
The trading prices of our Common Stock are subject to significant
fluctuations in response to such factors as, among others, variations in
anticipated or actual results of operations, announcements of new products or
technological innovations or competitors, FDA approval or rejection of
pending applications and changes in earnings estimates by analysts.
Moreover, the stock market from time to time has experienced extreme price
and volume fluctuations, which have particularly affected the market prices
for emerging growth companies and which have often been unrelated to the
operating performance of such companies. These broad market fluctuations may
adversely affect the market price of our Common Stock.
In the past, following periods of volatility in the market price of a
company's common stock, securities class actions have been brought against
the issuing company. Such litigation could be brought against us in the
future. Such litigation could be expensive and divert management's attention
and resources, which adversely affect our business and results of operations.
If such litigation is determined against us, we could also be subject to
significant liabilities.
DIRECTION AS TO USE OF PROCEEDS
Our management can spend the proceeds from this offering in ways with
which you may not agree. We cannot predict that the proceeds will be
invested to yield a favorable return.
SHARES ELIGIBLE FOR FUTURE SALE
If our stockholders sell substantial amounts of our Common Stock in the
public market following their offering, the market price of our Common Stock
could fall. Such sales also might make it more difficult for us to sell
equity or equity-related securities in the future at a price we deem
appropriate.
As of September 30, 1998, we had 20,381,439 shares of Common Stock
outstanding. Of these shares, approximately 20,300,000 shares were eligible
for sale in the public market.
ADDITIONAL SHARES RESERVED FOR FURTHER ISSUANCE
As of September 30, 1998, we had reserved an additional 8,970,419 shares
of Common Stock for future issuance upon exercise or conversion of
outstanding options and warrants and convertible securities. If these
securities are exercised, you may experience significant dilution in the book
value and earnings per share of your Common Stock.
IMPACT OF THE YEAR 2000 ISSUE
The Year 2000 issue is the result of computer software applications
being written using two rather than four digits to define a year. On January
1, 2000, computer equipment and programs that have time sensitive software
may not be able to distinguish whether "00" means 1900 or 2000. This could
result in a system failure or miscalculations causing disruptions of
operations, including, among other things, a temporary inability to process
transactions, send invoices, or engage in similar normal business activities.
We converted to new accounting software in 1998 and that software
properly recognizes dates beyond December 31, 1999. We have determined that
no other software programs currently in use by the Company will require
significant modification or replacement to properly recognize dates beyond
December 31, 1999. We have initiated and maintained formal communications
with significant contract manufacturers, contract research organizations and
certain other vendors to determine the extent to which we are vulnerable to
those third parties' failure to remediate their own Year 2000 issues. Based
upon those communications, we believe that all significant computer software
programs utilized by third parties upon which we rely are either Year 2000
compliant or will be converted to Year 2000 compliance prior to December 31,
1999.
The total estimated cost of addressing and mitigating our Year 2000
issue is less than $10,000.
One or more of our or our business partners' software applications may
prove to be non-Year 2000 compliant. In that case, we may experience
difficulties on and after January 1, 2000. The worst case Year 2000
9
<PAGE>
scenario envisioned by our management would involve delays in invoicing and
shipping, inventory production, and clinical trial documentation. We believe
that such delays, if encountered, would be addressed quickly and would not
result in a material adverse affect upon our business, results of operations,
or cash.
We are in the process of developing a contingency plan to address a
worst case Year 2000 scenario as described above and plan to complete this
contingency plan in the first quarter of 1999.
USE OF PROCEEDS
Unless otherwise indicated in the applicable Prospectus Supplement, we
plan to use the net proceeds from the sale of Common Stock for general
corporate purposes, including capital expenditures and to meet working
capital needs. We expect from time to time to evaluate the acquisition of
businesses and products for which a portion of the net proceeds may be used.
Pending such uses, we will invest the net proceeds in interest-bearing
securities. Each time we sell the Common Stock, we will provide a Prospectus
Supplement that will contain information about how we intend to use the net
proceeds from the Common Stock sold at that time.
DIVIDEND POLICY
We have not declared or paid cash dividends on our Common Stock. We
currently intend to retain all future earnings to fund the operation of our
business and, therefore, we do not anticipate paying dividends in the
foreseeable future. Future cash dividends, if any, will be determined by the
Board of Directors.
PLAN OF DISTRIBUTION
We may offer the Common Stock directly to purchasers, to or through
underwriters, through dealers or agents, or through a combination of such
methods.
If underwriters are used in an offering of the Common Stock, we will
execute an underwriting agreement with such underwriters and will set out the
name of each underwriter and the terms of the transaction (including any
underwriting discounts and other terms constituting compensation of the
underwriters and any dealers) in a Prospectus Supplement. If an underwriting
syndicate is used, the managing underwriter(s) will be set forth on the cover
of a Prospectus Supplement. Common Stock will be acquired by the
underwriters for their own accounts and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the time of sale.
Any public offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
If dealers are used in an offering of the Common Stock, we will sell the
Common Stock to the dealers as principals. The dealers then may resell such
shares of Common Stock to the public at varying prices which they determine
at the time of resale. The names of the dealers and the terms of the
transaction will be set forth in a Prospectus Supplement.
If agents are used in an offering of the Common Stock, the names of the
agents and the terms of the agency will be set forth in a Prospectus
Supplement. Unless otherwise indicated in a Prospectus Supplement, the agents
will act on a best-efforts basis for the period of their appointment.
Dealers and agents named in a Prospectus Supplement may be deemed to be
underwriters (within the meaning of the Securities Act of 1933) of the Common
Stock described therein. Underwriters, dealers and agents, may be entitled
to indemnification by our Company against certain liabilities (including
liabilities under the Securities Act of 1933) under underwriting or other
agreements. The terms of any indemnification provisions will be set forth in
a Prospectus Supplement.
10
<PAGE>
We may solicit offers to purchase the Common Stock from, and sell the
Common Stock directly to, institutional investors or others who may be deemed
to be underwriters within the meaning of the Securities Act of 1933 with
respect to any resales thereof. The terms of any offer will be set forth in
a Prospectus Supplement.
Certain underwriters, dealers or agents and their associates may engage
in transactions with, and perform services for, our Company in the ordinary
course of business.
If so indicated in a Prospectus Supplement, we will authorize
underwriters or other persons acting as our agents to solicit offers by
institutional investors to purchase our Common Stock pursuant to contracts
providing for payment and delivery on a future date. We may enter contracts
with commercial and savings banks, insurance companies, pension funds,
investment companies, educational and charitable institutions and other
institutional investors. The obligations of any institutional investor will
be subject to the condition that its purchase of our Common Stock will not be
illegal, at the time of delivery. The underwriters and other agents will not
be responsible for the validity or performance of contracts.
To facilitate an offering of a series of the Common Stock, certain
persons participating in the offering may engage in transactions that
stabilize, maintain or otherwise affect the price of our Common Stock. This
may include over-allotments of the Common Stock. Over-allotments involve the
sale by persons participating in the offering of more Common Stock than we
have sold to them. In such circumstances, these persons would cover
over-allotments by purchasing our Common Stock in the open market or by
exercising their over-allotment options. In addition, such persons may
stabilize or maintain the price of our Common Stock by bidding for or
purchasing our Common Stock in the open market or by imposing penalty bids,
whereby selling concessions allowed to dealers participating in any such
offering may be reclaimed if the Common Stock they sell is repurchased in
connection with stabilization transactions. The effect of these transactions
may be to stabilize or maintain the market price of our Common Stock at a
level above that which might otherwise prevail in the open market. These
transactions, if commenced, may discontinue at any time.
LEGAL MATTERS
The validity of the issuance of Common Stock will be passed upon for the
Company by Wilson Sonsini Goodrich & Rosati, P.C., Palo Alto, California.
EXPERTS
The consolidated financial statements of SuperGen, Inc. included in
SuperGen, Inc.'s Annual Report on Form 10-K for the year ended December 31,
1997, have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm
as experts in accounting and auditing.
11
<PAGE>
WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR ANY OTHER PERSON TO
GIVE ANY INFORMATION OR TO REPRESENT ANYTHING NOT CONTAINED IN THIS
PROSPECTUS. YOU MUST NOT RELY ON ANY UNAUTHORIZED INFORMATION. THIS
PROSPECTUS DOES NOT OFFER TO SELL OR SEEK AN OFFER TO BUY ANY SHARES IN ANY
JURISDICTION WHERE IT IS UNLAWFUL. THE INFORMATION CONTAINED IN THIS
PROSPECTUS IS CORRECT ONLY AS OF THE DATE OF THIS PROSPECTUS, REGARDLESS OF
THE TIME OF THE DELIVERY OF THIS PROSPECTUS OR ANY SALE OF THE SHARES.
----------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Where You Can Find More Information . . . . . . . . . 2
Note Regarding Forward-Looking Statements . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . . . . 3
Risk Factors . . . . . . . . . . . . . . . . . . . . 3
Use of Proceeds . . . . . . . . . . . . . . . . . . . 10
Dividend Policy . . . . . . . . . . . . . . . . 10
Plan of Distribution . . . . . . . . . . . . . . . . 10
Legal Matters . . . . . . . . . . . . . . . . . . . . 11
Experts . . . . . . . . . . . . . . . . . . . . . . . 11
</TABLE>
----------------------
$20,000,000
SUPERGEN, INC.
Common Stock
----------------------
PROSPECTUS
----------------------
January __, 1999
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth expenses payable by the Registrant in
connection with this Prospectus dated January __, 1999. All of the amounts
shown are estimates except the SEC registration fee.
<TABLE>
<CAPTION>
AMOUNT TO BE PAID
-----------------
<S> <C>
SEC registration fee . . . . . . . . . . . . . . $ 5,560
Legal fees and expenses . . . . . . . . . . . . . 20,000
Accounting fees and expenses . . . . . . . . . . 5,000
Miscellaneous expenses . . . . . . . . . . . . . 3,540
Total . . . . . . . . . . . . . . . . . . . . . . $34,100
-------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law authorizes a
corporation to indemnify its directors, officers, employees or other agents
in terms sufficiently broad to permit indemnification (including
reimbursement for expenses incurred) under certain circumstances for
liabilities arising under the Securities Act. The Registrant's Certificate of
Incorporation (Exhibit 3.1 hereto) and Bylaws (Exhibit 3.2 hereto) provide
indemnification of its directors and officers to the maximum extent permitted
by the Delaware General Corporation Law. In addition, the Registrant has
entered into Indemnification Agreements with its directors and officers.
ITEM 16. 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 (included on page II-4)
</TABLE>
- --------------
* To be filed by amendment.
(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>
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
Registration Statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the 1934 Act)
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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been
settled by
II-2
<PAGE>
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933
and will be governed by the final adjudication of such issue.
(d) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this Registration Statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the
Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains
a form of prospectus 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
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 San Ramon, state of California, on January 12, 1999.
SUPERGEN, INC.
By: /s/ Joseph Rubinfeld
-------------------------
Joseph Rubinfeld
CHIEF EXECUTIVE OFFICER,
PRESIDENT AND DIRECTOR
POWER OF ATTORNEY
We, the undersigned officers and directors of SuperGen, Inc.
hereby constitute Joseph Rubinfeld our true and lawful attorney
with full power to sign for us and in our names in the capacities
indicated below the Registration Statement filed herewith and any
and all amendments to said Registration Statement, and generally to
do all such things in our name and behalf in our capacities as
officers and directors to enable SuperGen, Inc. to comply with the
provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by
our said attorney to said Registration Statement and any and all
amendments thereto.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement and Power of Attorney 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 January 12, 1999
----------------------- and Director
Joseph Rubinfeld (Principal Executive Officer)
By:/s/ Kevin C. Lee Controller (Principal Accounting January 12, 1999
----------------------- Officer)
Kevin C. Lee
By:/s/ Denis Burger Director January 12, 1999
-----------------------
Denis Burger
By: Director January 12, 1999
-----------------------
Lawrence J. Ellison
By: Director January 12, 1999
-----------------------
Julius Vida
By:/s/ Daniel Zurr Director January 12, 1999
-----------------------
Daniel Zurr
</TABLE>
II-4
<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 (included on page II-4)
</TABLE>
- --------------
* To be filed by amendment.
(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-5
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement and related Prospectus of SuperGen, Inc. for the
registration of $20,000,000 of its common stock and to the incorporation by
reference therein of our report dated February 13, 1998, with respect to the
consolidated financial statements of SuperGen, Inc. included in its Annual
Report (Form 10-K) for the year ended December 31, 1997, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Palo Alto, California
January 6, 1999
