<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 13, 1996
REGISTRATION NO. 333-04943
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LA JOLLA PHARMACEUTICAL COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<TABLE>
<S> <C>
DELAWARE 33-0361285
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
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6455 NANCY RIDGE DRIVE
SAN DIEGO, CALIFORNIA 92121
(619) 452-6600
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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STEVEN B. ENGLE
CHIEF EXECUTIVE OFFICER
LA JOLLA PHARMACEUTICAL COMPANY
6455 NANCY RIDGE DRIVE
SAN DIEGO, CALIFORNIA 92121
(619) 452-6600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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Copies to:
<TABLE>
<S> <C>
BRIAN W. COPPLE, ESQ. ALAN C. MENDELSON, ESQ.
GIBSON, DUNN & CRUTCHER LLP D. BRADLEY PECK, ESQ.
4 PARK PLAZA, SUITE 1700 COOLEY GODWARD CASTRO HUDDLESON & TATUM
IRVINE, CALIFORNIA 92714 4365 EXECUTIVE DRIVE, SUITE 1100
(714) 451-3874 SAN DIEGO, CALIFORNIA 92121-2128
(619) 550-6000
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this registration statement becomes effective.
If the only securities being registered on this form are to be 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. / / _________
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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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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EXPLANATORY NOTE
This Amendment No. 1 to Registration Statement is filed solely for the
purpose of filing Exhibit 5.1, the opinion of the registrant's counsel as to the
legality of the securities being issued.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS
Set forth below is a list of the exhibits included as part of this
Registration Statement:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
1.1 Form of Underwriting Agreement(1)
5.1 Opinion of Gibson, Dunn & Crutcher
23.1 Consent of Ernst & Young LLP(1)
23.2 Consent of Gibson, Dunn & Crutcher (included in Exhibit 5.1)
24.1 Power of Attorney(1)
</TABLE>
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(1) Previously filed with this Registration Statement on May 31, 1996.
II-1
<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 AMENDMENT NO. 1 TO
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF SAN DIEGO, STATE OF CALIFORNIA, ON JUNE 12,
1996.
LA JOLLA PHARMACEUTICAL COMPANY
(REGISTRANT)
By: /s/ STEVEN B. ENGLE
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Steven B. Engle
Chief Executive Officer
POWER OF ATTORNEY
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 1 TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
NAME TITLE DATE
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<C> <S> <C>
/s/ STEVEN B. ENGLE Director, Chief Executive June 12, 1996
- ------------------------------------------ Officer and President
Steven B. Engle (Principal Executive
Officer)
/s/ WOOD C. ERWIN Vice President of Finance June 12, 1996
- ------------------------------------------ and Chief Financial Officer
Wood C. Erwin (Principal Financial
Officer and Principal
Accounting Officer)
* Director June 12, 1996
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Thomas H. Adams
* Director June 12, 1996
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William E. Engbers
* Director June 12, 1996
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Robert A. Fildes
* Director and Chairman June 12, 1996
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Joseph Stemler
*By: /s/ STEVEN B. ENGLE
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Steven B. Engle
Attorney-in-Fact
</TABLE>
II-2
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<C> <S> <C>
1.1 Form of Underwriting Agreement(1)
5.1 Opinion of Gibson, Dunn & Crutcher
23.1 Consent of Ernst & Young LLP(1)
23.2 Consent of Gibson, Dunn & Crutcher (included in Exhibit 5.1)
24.1 Power of Attorney(1)
</TABLE>
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(1) Previously filed with this Registration Statement on May 31, 1996.
<PAGE> 1
EXHIBIT 5.1
[GIBSON, DUNN & CRUTCHER LLP LETTERHEAD]
JUNE 12, 1996
(714) 451-3800 C 51286-00023
La Jolla Pharmaceutical Company
6455 Nancy Ridge Drive
San Diego, CA 92121
Re: Registration Statement on Form S-3
(Registration No. 333-04943)
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 (the
"Registration Statement") filed by La Jolla Pharmaceutical Company, a Delaware
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") on May 31, 1996 (Registration No. 333-04943), as amended to the
date hereof, in connection with the registration under the Securities Act of
1933, as amended (the "Securities Act"), of up to 3,450,000 shares of the
Company's common stock, par value $.01 per share (the "Shares") to be issued by
the Company in connection with its proposed public offering (the "Offering") as
described in the Registration Statement.
As your counsel, we have examined the Company's Certificate of
Incorporation and Bylaws, each as amended to the date hereof, and the records of
corporate proceedings and other actions taken by the Company in connection with
the authorization and issuance of the Shares and the sale thereof by the
Company. Based upon the foregoing and in reliance thereon, and subject to (i)
compliance with applicable state securities laws and (ii) receipt from the
Commission of an order declaring the Registration Statement effective, it is
our opinion that the Shares, when issued and paid for pursuant to the
Registration Statement (and pertinent exhibits thereto) will be validly issued,
fully paid and nonassessable.
<PAGE> 2
GIBSON, DUNN & CRUTCHER LLP
La Jolla Pharmaceutical Company
June 12, 1996
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and we further consent to the use of our name under the
caption "Legal Matters" in the Prospectus forming a part of said Registration
Statement. In giving this consent, we do not thereby admit that we are within
the category of persons whose consent is required under Section 7 of the
Securities Act or the Rules and Regulations of the Commission.
Very truly yours,
GIBSON, DUNN & CRUTCHER LLP
