<PAGE>
As filed with the Securities and Exchange Commission on December 10, 1999
Registration No. 333-51625
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
TARGETED GENETICS CORPORATION
(Exact name of registrant as specified in its charter)
---------------
<TABLE>
<S> <C>
Washington 91-1549568
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
</TABLE>
1100 Olive Way, Suite 100
Seattle, Washington 98101
(206) 623-7612
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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H. STEWART PARKER
Chief Executive Officer
Targeted Genetics Corporation
1100 Olive Way, Suite 100
Seattle, Washington 98101
(206) 623-7612
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
STEPHEN M. GRAHAM
ANN L. McGUIRE
Perkins Coie LLP
1201 Third Avenue, 48th Floor
Seattle, Washington 98101-3099
(206) 583-8888
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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. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, 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 of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-51625
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
<TABLE>
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<CAPTION>
Title of Each Class Proposed Maximum Proposed Maximum
of Securities to Be Amount to Be Offering Price Aggregate Offering Amount of
Registered Registered Per Share(1) Price(1) Registration Fee(2)
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<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share....... 13,000,000 shares $1.46 $18,980,000 $5,600
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, based on the
high and low sales prices of the common stock on Monday, April 27, 1998.
(2) Previously filed.
---------------
The registrant hereby undertakes to amend 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 this Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
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<PAGE>
[LOGO OF TARGETED GENETICS CORPORATION]
13,000,000 Shares
TARGETED GENETICS CORPORATION
----------------
Common Stock
----------------
The selling shareholders listed on page 6 may offer for sale up to
13,000,000 shares of Targeted Genetics' common stock from time to time. We
will not receive any proceeds from the sale of these shares.
The selling shareholders may sell the shares in transactions on the Nasdaq
National Market, in privately negotiated transactions, through options or
otherwise.
Our common stock is quoted on Nasdaq under the symbol "TGEN." On December 8,
1999, the last reported sales price of our common stock was $4.06 per share.
Investing in this stock involves risks.
See "Risk Factors" beginning on page 2.
----------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
----------------
The date of this Prospectus is December 10, 1999.
<PAGE>
RISK FACTORS
If we are unable to secure financing on terms acceptable to us for future
capital needs, we will be unable to fund continuing operations.
Developing and commercializing our potential products will require
substantial additional financial resources. Because we cannot expect
internally generated cash flow to fund development and commercialization of
our products, we will look to outside sources for funding. These sources could
involve one or more of the following types of transactions:
. technology partnerships,
. technology sales,
. technology licenses,
. issuing debt or
. equity arrangements.
If we cannot obtain additional financing when needed or on acceptable terms,
we will be unable to fund continuing operations. In addition, if we raise
additional funds by issuing equity securities, our shareholders will likely
experience significant dilution of their ownership interest. We estimate that
we have sufficient funding from on-hand balances, expected revenue and other
contractually committed funding to meet our expected needs until at least the
second quarter of 2001.
We have a history of losses and may never become profitable, which could
result in a decline in the value of our common stock and a loss of your
investment.
We have generated small amounts of revenue and incurred significant net
losses since we began business. As of September 30, 1999, we have incurred
losses totaling $100.4 million. We expect to continue to incur substantial
additional losses in the future, due primarily to the following factors:
. all of our products are in a testing phase and have not received
regulatory approval, and
. we will likely spend significant amounts on operating expenses.
We may never generate profits, and if we do become profitable, we may be
unable to sustain or increase profitability on a quarterly or annual basis. As
a result, the trading price of our stock could decline and you could lose all
or part of your investment.
If our clinical trials are unsuccessful or we do not receive regulatory
approval for our products, which are in the early stage of product
development, we may be unable to generate sufficient revenues to maintain our
business.
We do not yet have products in the commercial markets. All of our potential
products, including tgAAV-CF, our cystic fibrosis product candidate, and
tgDCC-E1A, our cancer product candidate, are in research and development or in
early-stage clinical trials. We cannot apply for regulatory approval of our
potential products until we have performed additional research and development
and testing. Our clinical trials may not demonstrate the safety and efficacy
of our potential products, and we may encounter unacceptable side effects or
other problems in the clinical trials. Should this occur, we may have to delay
or discontinue development of the potential product that causes the problem.
After a successful clinical trial, we cannot market products in the United
States until we receive regulatory approval. If we are unable to gain
regulatory approval of our products after successful clinical trials and then
commercialize and sell those products, we may be unable to introduce and sell
a quantity of products sufficient to maintain our business or secure
additional financing to fund our operations.
2
<PAGE>
Delays or unexpected costs in obtaining approval of our products or complying
with governmental regulatory requirements could decrease our ability to
generate revenue and make funding our operations more difficult.
The regulatory process in the gene and cell therapy industry is costly,
time-consuming and subject to unpredictable delays. Accordingly, we cannot
predict with any certainty how long it will take or how much it will cost to
obtain regulatory approvals for clinical trials or for manufacturing or
marketing our potential products. Delays in bringing a potential product to
market or unexpected costs in obtaining regulatory approval could decrease our
ability to generate revenue and make it more difficult to obtain additional
financing necessary to fund our operations. In addition, all manufacturing
operations are subject on an ongoing basis to the current Good Manufacturing
Practices requirement of the Food and Drug Administration. While we currently
anticipate that we will be able to manufacture product that meets this
requirement, we may be unable to attain or maintain compliance with current or
future Good Manufacturing Practices requirements. If we discover previously
unknown problems after we receive regulatory approval of a potential product
or fail to comply with applicable regulatory requirements, we may suffer
restrictions on our ability to market the product, including mandatory
withdrawal of the product from the market. This, or an unexpected increase in
the cost of compliance, could decrease our ability to generate revenue.
Failure to recruit patients could delay or prevent clinical trials of our
potential products, which could cause a delay or inability to introduce
products to market and a resulting decrease in our ability to generate
revenue.
Identifying and qualifying patients to participate in testing our potential
products is critical to our near-term success. The timing of our clinical
trials depends on the speed at which we can recruit patients to participate in
testing our products. Delays in recruiting or enrolling patients to test our
products could result in increased costs, delays in advancing our product
development, delays in proving the usefulness of our technology or termination
of the clinical trials altogether. If we are unable to timely introduce
potential products to market after successful clinical trials, our ability to
generate revenue may decrease and we may be unable to secure additional
financing.
We may be unable to adequately protect our proprietary rights, which may limit
our ability to compete effectively.
Our success depends in part on our ability to protect our proprietary
rights. We own or have licenses to patents on a number of genes, processes,
practices and techniques critical to our present and potential products. If we
fail to obtain and maintain patent protection for our technology, our
competitors may market competing products that threaten our market position.
The failure of our licensors to obtain and maintain patent protection for
technology they license to us could similarly harm our business. Patent
positions in the field of biotechnology are highly uncertain and involve
complex legal, scientific and factual questions. Our patent applications may
not result in issued patents. Even if we secure a patent, the patent may not
afford adequate protection against our competitors.
We also rely on unpatented proprietary technology. Because this technology
does not benefit from the protection of patents, we may be unable to
meaningfully protect this proprietary technology from unauthorized use or
misappropriation by a third party.
Intellectual property claims and litigation could subject us to significant
liability for damages and invalidation of our proprietary rights.
As the biotechnology industry expands, the risk increases that other
companies may claim that our processes and potential products infringe on
their patents. Defending these claims would be costly and would likely divert
management's attention and resources away from our operations. If we infringe
on another company's patented processes or technology, we may have to pay
damages or obtain a license in order to continue manufacturing or marketing
the affected product or using the affected process. We may be unable to obtain
a license on acceptable terms.
3
<PAGE>
Our potential tgAAV-CF product uses our proprietary AAV delivery technology
to deliver a normal copy of a CFTR gene to which we have rights under a
nonexclusive license. The United States Patent and Trademark Office has
declared an interference proceeding to determine the priority of invention of
this gene. While we do not expect to directly participate in the CFTR gene
interference proceedings, we have an interest in the outcome. If the eventual
outcome does not favor our licensor, we would have to secure a license to the
CFTR gene from the prevailing party to continue with development of tgAAV-CF.
The costs of licensing the CFTR gene could be substantial and could include
royalties greater than those we currently pay. If we cannot secure this
license on acceptable terms and on a timely basis, we may be unable to develop
or deliver our potential tgAAV-CF product, which could result in decreased
ability to generate revenue and difficulty in obtaining additional financing
to fund our operations.
If we or our business partners are unable to successfully market and
distribute our products, our business will fail.
We have no experience in sales and marketing. To market any products that
may result from our development programs, we will need to develop marketing
and sales capabilities, either on our own or with others. We intend to enter
into collaborations with corporate partners to utilize the mature marketing
and distribution capabilities of our partners. While we believe that these
collaborative partners will be motivated to market and distribute our
potential products, our current and potential future partners may not commit
sufficient resources to commercializing our technology on a timely basis.
Furthermore, our present or future collaborators may pursue the development or
marketing of competing products. If our business partners do not successfully
market and distribute our products and we are unable to develop sufficient
marketing and distribution capabilities on our own, our business will fail.
The intense competition and rapid technological change in our market may
result in pricing pressures and failure of our products to achieve market
acceptance.
We presently face competition from other companies developing gene and cell
therapy technologies and from companies using more traditional approaches to
treating human diseases. Most of our competitors have substantially more
experience and financial and infrastructure resources than we do in the
following areas:
. research and development,
. clinical trials,
. obtaining Food and Drug Administration and other regulatory approvals,
. manufacturing, and
. marketing and distribution.
Consequently, our competitors may be able to commercialize new products more
rapidly than we do, or manufacture and market competitive products more
successfully than we do. This could result in pricing pressures or the failure
of our products to achieve market acceptance.
In addition, gene and cell therapy are new and rapidly evolving fields and
are expected to continue to undergo significant and rapid technological
change. Rapid technological development by our competitors could result in our
actual and proposed technologies, products or processes losing market share or
becoming obsolete.
4
<PAGE>
If we do not attract and retain qualified personnel and scientific
collaborators, we will be unable to successfully and timely develop our
potential products and may be unable to generate sufficient revenue to
maintain our business.
Our future success depends in part on our ability to attract and retain key
employees. We have programs in place to retain personnel, including programs
to create a positive work environment and competitive compensation packages.
Because competition for employees in our field is intense, however, we may be
unable to retain our existing personnel or attract additional qualified
employees. If we experience turnover or difficulties recruiting new employees,
our research and development could be delayed and we could experience
difficulties in generating sufficient revenue to maintain our business.
Our success also depends on the continued availability of outside scientific
collaborators to perform research and develop processes to advance and augment
our internal research efforts. Competition for collaborators in gene and cell
therapy is intense. If we are unsuccessful in recruiting or maintaining our
relationships with scientific collaborators, we could experience delays in our
research and development or loss of access to important enabling technology.
Our limited manufacturing capability may limit our ability to successfully
introduce our potential products.
We currently do not have the capacity to manufacture large-scale clinical or
commercial quantities of our potential products. To do so, we will need to
expand our current facilities and staff or supplement them through the use of
contract providers. We may be unable to obtain or develop the necessary
manufacturing capabilities. If we cannot, we will be unable to introduce
sufficient product to sustain our business.
Our use of hazardous materials to develop our products exposes us to liability
risks and the risk of regulatory limitation of our use of these materials,
either of which could reduce our ability to generate revenue and make it more
difficult to fund our operations.
Our research and development activities involve the controlled use of
hazardous materials. Although we believe that our safety procedures for
handling and disposing of these materials comply with applicable laws and
regulations, we cannot eliminate the risk of accidental contamination or
injury from hazardous materials. If a hazardous material accident occurred, we
would be liable for any resulting damages. This liability could exceed our
financial resources. Additionally, hazardous materials are subject to
regulatory oversight. Accidents unrelated to our operations could cause
federal, state or local regulatory agencies to restrict our access to
hazardous materials needed in our research and development efforts. If our
access to these materials is limited, we could experience delays in our
research and development programs. Paying damages or experiencing delays
caused by restricted access could reduce our ability to generate revenues and
make it more difficult to fund our operations.
The costs of product liability claims and product recalls could exceed the
amount of our insurance, which could significantly harm our results of
operations or our reputation and result in a decline in the value of our
stock.
Our business activities expose us to the risk of liability claims or product
recalls and any adverse publicity that might result from a liability claim
against us. We currently have only limited amounts of product liability
insurance, and the amounts of claims against us may exceed our insurance
coverage. Product liability insurance is expensive and may not continue to be
available on acceptable terms. A product liability claim not covered by
insurance or in excess of our insurance or a product recall could
significantly harm our financial results or our reputation. Either of these
could result in a decrease in our stock price, and you could lose all or part
of your investment.
5
<PAGE>
SELLING SHAREHOLDERS
The following table provides information regarding the selling shareholders
and the number of shares of common stock they are offering.
<TABLE>
<CAPTION>
Shares
Shares Beneficially
Beneficially Owned Owned After
Before Offering(1) Shares Offering(2)
--------------------- Being -----------------
Name and Address Number Percent Offered Number(3) Percent
---------------- ----------- --------- --------- --------- -------
<S> <C> <C> <C> <C> <C>
The Equitable Life Assurance
Society..................... 3,000,000 8.57% 3,000,000 -- --
International Biotechnology
Trust plc................... 4,450,000 12.71% 3,000,000 1,450,000 4.14%
GeneChem Technologies Venture
Fund L.P.................... 3,000,000 8.57% 3,000,000 -- --
SOFINOV Societe Financiere
d'Innovation Inc............ 4,000,000 11.32% 4,000,000 -- --
</TABLE>
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(1) Assumes the exercise of warrants, which are immediately exercisable.
(2) Includes shares issuable upon exercise of warrants, which are immediately
exercisable.
(3) Assumes the sale of all shares offered by each of the selling
shareholders.
Except as a shareholder, none of the selling shareholders has had any
material relationship with Targeted Genetics or any of our affiliates within
the past three years. However, Jeremy Curnock Cook, a director and chairman of
our board of directors, is a director of International Biotechnology Trust
plc. Louis Lacasse, a director, is president of GeneChem Management, Inc., the
manager of GeneChem Technologies Venture Fund L.P.
The selling shareholders have represented to us that they purchased their
shares for their own account, for investment only and not with a view toward
publicly selling or distributing them, except in sales either registered under
the Securities Act or exempt from registration. In recognition of the fact
that the selling shareholders, even though purchasing their shares for
investment, may wish to be legally permitted to sell their shares when they
deem appropriate, we agreed with the selling shareholders to file the
registration statement to register the shares for resale and to prepare and
file all amendments and supplements necessary to keep the registration
statement effective until the earlier of April 17, 2000 and the date on which
the selling shareholders have sold all the shares covered by the registration
statement.
PLAN OF DISTRIBUTION
The selling shareholders or their transferees or other successors-in-
interest may sell the shares of common stock offered by this prospectus from
time to time, in one or more transactions. The selling shareholders may sell
the shares at fixed prices that may change, at market prices at the time of
sale or at negotiated prices. The selling shareholders may sell the shares
. in the over-the-counter market through the Nasdaq National Market or any
other national securities exchange,
. in privately negotiated transactions,
. through options or otherwise, or
. through a combination of these.
The selling shareholders may sell the shares to or through broker-dealers,
who may receive compensation in the form of discounts, concessions or
commissions from the selling shareholders or the purchasers. Any broker-dealer
may act as a broker-dealer on behalf of a selling shareholder in connection
with the offering of the shares. We will not receive any of the proceeds from
the sale of the shares by the selling shareholders.
The selling shareholders may sell any shares covered by this prospectus that
qualify for sale under Rule 144 of the Securities Act in transactions
complying with Rule 144, rather than through this prospectus.
6
<PAGE>
If required, we will distribute a supplement to this prospectus to describe
material changes in the terms of the offering. We have the right to suspend
the use of this prospectus for up to 30 days if we notify the selling
shareholders of an event that would cause the information about us in this
prospectus us to become untrue or omit to state a material fact.
Any broker-dealers who assist in the sale of the shares covered by this
prospectus may be considered "underwriters" within the meaning of Section
2(11) of the Securities Act. Any commissions they receive or profits they earn
on the resale of the shares may be underwriting discounts and commissions
under the Securities Act. Subject to limited exceptions, we have agreed to
bear all expenses in connection with the registration and sale of the shares
being offered by the selling shareholders. We have also agreed to indemnify
the selling shareholders and the broker-dealers who act in connection with the
sale of the shares against liabilities they incur in connection with the sale
of the shares, including liabilities under the Securities Act.
The selling shareholders may be unable to sell any or all of the shares
covered by this prospectus.
VALIDITY OF COMMON STOCK
Perkins Coie LLP, Seattle, Washington. has provided the selling shareholders
with an opinion that the shares of common stock offered by this prospectus are
duly authorized, validly issued, fully paid and nonassessable.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our financial
statements included in our annual report on Form 10-K for the year ended
December 31, 1998, as described in their report, which is incorporated by
reference into this prospectus and elsewhere into the registration statement
of which this prospectus is a part. Our financial statements are incorporated
by reference in reliance on Ernst & Young LLP's report, given on their
authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's website at http://www.sec.gov. The SEC's website
contains reports, proxy statements and other information regarding issuers,
such as Targeted Genetics, that file electronically with the SEC. You may also
read and copy any document we file with the SEC at its Public Reference Room
at 450 Fifth Street, N.W., Washington, D.C. 20549. You may also obtain copies
of the documents at prescribed rates by writing to the Public Reference
Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 for further information on the operation of its
Public Reference Room.
The SEC allows us to "incorporate by reference" into this prospectus the
information we have filed with the SEC. The information incorporated by
reference is an important part of this prospectus and is considered to be part
of this prospectus. The information that we file subsequently with the SEC
will automatically update this prospectus. We incorporate by reference the
documents listed below and any filings we make with the SEC under Section
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, after the
initial filing of the registration statement that contains this prospectus and
before the time that all the securities offered by this prospectus are sold:
. Our annual report on Form 10-K for the fiscal year ended December 31,
1998;
. Our quarterly report on Form 10-Q for the quarter ended September 30,
1999;
. Our quarterly report on Form 10-Q for the quarter ended June 30, 1999;
7
<PAGE>
. Our quarterly report on Form 10-Q for the quarter ended March 31, 1999;
. Our current report on Form 8-K, filed on August 4, 1999;
. Our current report on Form 8-K, filed on January 6, 1999; and
. The description of our capital stock contained in our registration
statement on Form 8-A, effective as of April 26, 1994, including any
amendment or report we have filed to update that description.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Targeted Genetics Corporation
Attention: Investor Relations
1100 Olive Way, Suite 100
Seattle, Washington 98101
(206) 623-7612
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
We make forward-looking statements in this prospectus and in the documents
that are incorporated by reference into this prospectus. These forward-looking
statements, which include statements concerning our possible or assumed future
business success or financial results, are subject to risks and uncertainties.
Our actual results could differ materially from those anticipated in these
forward-looking statements as a result of events that we are unable to predict
accurately or over which we have no control, including those described in
"Risk Factors" and elsewhere in this prospectus.
We undertake no obligation to publicly update any forward-looking statements
for any reason, even if new information becomes available or unexpected events
occur.
8
<PAGE>
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You should rely only on the information contained in this prospectus.
Neither we nor any of the selling shareholders has authorized anyone to give
you different information or representations. This prospectus is an offer to
sell, and a solicitation of offers to buy, the shares offered by this
prospectus only in jurisdictions where offers and sales are permitted. The
information contained in this prospectus is correct only as of the date of
this prospectus, regardless of the time of delivery of this prospectus or any
sale of the common stock offered by this prospectus.
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TABLE OF CONTENTS
<TABLE>
<S> <C>
Risk Factors................................................................ 2
Selling Shareholders........................................................ 6
Plan of Distribution........................................................ 6
Validity of Common Stock.................................................... 7
Experts..................................................................... 7
Where You Can Find More Information......................................... 7
Special Note Regarding Forward-Looking Statements........................... 8
</TABLE>
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13,000,000 Shares
TARGETED GENETICS CORPORATION
Common Stock
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PROSPECTUS
---------------
The date of this prospectus is December 10, 1999.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table lists the costs and expenses payable by the registrant
in connection with the sale of the common stock being registered. All amounts
are estimates except the SEC registration fee, the NASD filing fee and the
Nasdaq National Market listing fee.
<TABLE>
<S> <C>
SEC registration fee............................................ $ 5,600
NASD filing fee................................................. 2,372
Nasdaq National Market listing fee for additional shares........ 17,500
Printing and engraving expenses................................. 30,000
Legal fees and expenses......................................... 15,000
Accounting fees and expenses.................................... 6,000
Miscellaneous fees and expenses................................. 3,528
-------
Total......................................................... $80,000
=======
</TABLE>
Item 15. Indemnification of Directors and Officers
Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act authorize a court to award, or a corporation's board of
directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under some circumstances for
liabilities arising under the Securities Act of 1933. Section 10 of the
registrant's bylaws provides for indemnification of the registrant's
directors, officers, employees and agents to the maximum extent permitted by
Washington law. The registrant maintains a liability insurance policy for this
purpose. Some directors of the registrant, who are affiliated with principal
shareholders of the registrant, also may be indemnified by those shareholders
against liability they may incur in their capacities as directors of the
registrant.
Section 23B.08.320 of the Washington Business Corporation Act authorizes a
corporation to limit a director's liability to the corporation or its
shareholders for monetary damages for acts or omissions as a director, except
in circumstances involving intentional misconduct, knowing violations of law
or illegal corporate loans or distributions, or any transaction from which the
director personally receives a benefit in money, property or services to which
the director is not legally entitled. Article 11 of the registrant's articles
of incorporation contains provisions implementing, to the fullest extent
permitted by Washington law, these limitations on a director's liability to
the registrant and its shareholders.
Item 16. Exhibits
<TABLE>
<C> <S>
5.1 Opinion of Perkins Coie LLP, counsel to the registrant, regarding the
validity of the common stock*
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of Perkins Coie LLP (contained in Exhibit 5.1)*
24.1 Power of attorney (contained on signature page)*
</TABLE>
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* Previously filed.
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 to include any
material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change
to such information in this Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act, 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; and
(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, 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
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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 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 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 controlling
precedent, submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such
issue.
D. The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any 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-2
<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 its registration statement to be signed on its behalf by
the undersigned, thereunder duly authorized, in the city of Seattle, state of
Washington, on the 10th day of December, 1999.
TARGETED GENETICS CORPORATION
/s/ H. Stewart Parker
By: _________________________________
H. Stewart Parker
President and
Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 2 to the registrant's registration statement has been
signed by the following persons in the capacities indicated below on the 10th
day of December, 1999.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ H. Stewart Parker President, Chief Executive Officer and
_____________________________________________ Director (Principal Executive Officer)
H. Stewart Parker
/s/ James A. Johnson Senior Vice President, Finance and
_____________________________________________ Administration, Chief Financial Officer,
James A. Johnson Treasurer and Secretary (Principal
Financial and Accounting Officer)
/s/ Jeremy Curnock Cook* Chairman of the Board of Directors
_____________________________________________
Jeremy Curnock Cook
/s/ Jack L. Bowman* Director
_____________________________________________
Jack L. Bowman
Director
_____________________________________________
Louis P. Lacasse
/s/ James D. Grant* Director
_____________________________________________
James D. Grant
/s/ Nelson L. Levy Director
_____________________________________________
Nelson L. Levy, Ph.D, M.D.
/s/ Mark Richmond, Ph.D.* Director
_____________________________________________
Mark Richmond, Ph.D.
</TABLE>
/s/ James A. Johnson
*By: __________________________________
James A. Johnson
Attorney-in-Fact
II-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number
-------
<C> <S>
5.1 Opinion of Perkins Coie LLP, counsel to the registrant, regarding the
validity of the common stock*
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of Perkins Coie LLP (contained in Exhibit 5.1)*
24.1 Power of attorney (contained on signature page)*
</TABLE>
- --------
* Previously filed
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference of our firm under the captions "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Targeted Genetics
Corporation for the registration of 13,000,000 shares of its common stock and
to the incorporation by reference therein of our report dated February 5,
1999, with respect to the financial statements of Targeted Genetics
Corporation included in its Annual Report (Form 10-K) for the year ended
December 31, 1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Seattle, Washington
December 9, 1999
