<PAGE>
As filed with the Securities and Exchange Commission on October 19, 1999
Registration No. 333-86509
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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
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TARGETED GENETICS CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C>
Washington 91-1549568
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification Number)
organization)
</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)
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)
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Copies to:
DANIEL F. VAUGHN
Perkins Coie LLP
1201 Third Avenue, Suite 4800
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. [_]
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, as amended, or until this
Registration Statement shall become effective on such date as the securities
and Exchange Commission, acting pursuant to said Section 8(a), may determine.
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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this preliminary prospectus is not complete and may be +
+changed. These securities may not be sold until the registration statement +
+filed with the Securities and Exchange Commission is effective. This +
+preliminary prospectus is not an offer to sell nor does it seek an offer to +
+buy these securities in any jurisdiction where the offer or sale is not +
+permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED OCTOBER 19, 1999
TARGETED GENETICS CORPORATION
500,000 Shares of
Common Stock
These shares are being sold by Alkermes, Inc. Targeted Genetics will not
receive any proceeds from the sale of these shares.
Targeted Genetics' common stock is traded on the Nasdaq National Market under
the symbol "TGEN." On October 18, 1999, the last reported sales price of the
common stock was $1.56 per share.
The shares may be sold in transactions on the Nasdaq National Market at
market prices then prevailing, in negotiated transactions, or otherwise. See
"Plan of Distribution."
See "Risk Factors" beginning on page 2 to read about certain factors you
should consider before buying shares of the common stock.
------------
Neither the Securities and Exchange Commission nor any state 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.
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The date of this Prospectus is , 1999.
<PAGE>
RISK FACTORS
We cannot predict our future capital needs and we may be unable to secure
additional financing on terms acceptable to us, if at all.
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.
In addition, if we raise additional funds by issuing equity securities, our
shareholders will likely experience significant dilution of their ownership
interest. If additional financing is not available when required or is not
available on acceptable terms, we may be unable to fund continuing operations.
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.
Our products are in the early stage of product development and have not
received regulatory approval.
We do not 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 early-
stage clinical trials. Additional research and development and testing are
needed before we can apply for regulatory approval of our potential products.
We can not market products in the United States until we receive regulatory
approval. We may not be successful developing, testing and gaining regulatory
approval of our products. If our efforts are not successful, our financial
results and our ability to raise additional capital will be adversely affected.
We have a history of losses, expect future losses and may never become
profitable.
Our company has generated small amounts of revenue and incurred significant
net losses since we began business. As of June 30, 1999 we have incurred losses
totaling $85.1 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,
. we will likely spend significant amounts on operating expenses.
Our clinical trials may not be successful.
There is limited data that supports our belief that gene and cell therapy
treatments are both safe and effective. Our clinical trials may not demonstrate
safety and efficacy. Furthermore, we may encounter unacceptable side effects or
other problems in clinical trials of our potential products. Should this occur,
we may have to delay or discontinue development of the potential product that
causes the side effects.
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Failure to obtain patients could adversely affect our clinical trials.
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 all together.
We may not be able 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 anticipated 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.
Similarly, if our licensors fail to obtain and maintain patent protection for
technology licensed to our company, our business could be adversely affected.
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. In addition, if a patent is
issued, 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 cannot be certain that we
can meaningfully protect this proprietary technology in the event of
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 and more patents are issued, the risk
increases that other companies may claim that our processes and potential
products infringe on their patents. The defense of these claims would require
us to incur substantial cost and would likely divert management's attention and
resources away from our operations to defend against these claims. Should we be
proven to have infringed on another company's patented processes or technology,
we could be required to pay damages and obtain a license in order to continue
manufacturing or marketing the affected product or in order to use the affected
process. We may not be able to obtain the needed license on acceptable terms,
if at all.
Our potential tgAAV-CF product uses our proprietary AAV delivery technology
to deliver a normal copy of a CFTR gene that we have rights to under a
nonexclusive license. This gene is the subject of an interference proceeding
declared by the United States Patent and Trademark Office to determine the
priority of invention. 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 of the proceedings 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 may be
substantial and could include royalties in excess of those currently payable
under our existing CFTR gene license. A license for this technology may not be
available to us on acceptable terms, if at all. If we cannot secure this
license on reasonable terms on a timely basis, our potential tgAAV-CF product
may not be viable.
There is inherent uncertainty in the governmental regulatory requirements and
the approval process can be lengthy.
The regulatory process in the gene and cell therapy industry is costly, time-
consuming and subject to unpredictable delays. Accordingly, there is
significant uncertainty as to the cost and timing of obtaining regulatory
approvals for clinical trials and for approval of manufacturing or marketing
our potential products. Additionally, we may not be able to obtain the
necessary regulatory approvals for manufacturing or marketing any of our
potential products. If we receive regulatory approval of a potential product,
later discovery of
3
<PAGE>
previously unknown problems or failure to comply with applicable regulatory
requirements may result in restrictions on our ability to market the product,
including the mandatory withdrawal of the product from the market.
All manufacturing operations are subject to the current Good Manufacturing
Practices requirement of the Food and Drug Administration on an ongoing basis.
Our business strategy currently anticipates that we will have the ability to
manufacture product that meets this requirement. We may not be able to attain
or maintain compliance with current Good Manufacturing Practices requirements.
Our future success depends in part on the ability of our business partners to
successfully market our products.
We intend to enter into collaborations with corporate partners to
commercialize our potential products by leveraging the mature marketing and
distribution capabilities of our partners. Therefore, we will depend on our
collaborative partners to successfully commercialize our potential products.
While we believe that these collaborative partners will be motivated to
commercialize our potential products, our current and potential future partners
may not commit sufficient resources to commercializing our technology on a
timely basis, if at all. Furthermore, our present or future collaborators may
pursue alternative approaches in preference to potential products being
developed in collaboration with us.
The high level of competition 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 succeed in commercializing products more
rapidly than we commercialize our potential products. Additionally, our
competitors may also manufacture and market competitive products more
successfully than we manufacture and market our potential products. Should
either scenario occur, our potential products may be made less competitive or
obsolete.
Our market is subject to rapid technological change which may make our products
obsolete.
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 could result in our actual and proposed technologies,
products or processes becoming obsolete.
We need to attract and retain qualified personnel and scientific collaborators
in order to successfully develop our potential products.
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. Our
compensation program includes salary and benefit benchmarking programs, goal
based bonuses and change of control agreements. Since competition for employees
is intense, we may not be
4
<PAGE>
successful in retaining our existing personnel or in attracting additional
qualified employees. If we experience turnover or difficulties recruiting new
employees, our research and development could be delayed.
Our success also depends on the continued availability of outside scientific
collaborators who perform research and develop processes to advance and augment
our internal research efforts. Competition for collaborators in gene and cell
therapy is intense. We may not be successful in maintaining our relationships
with scientific collaborators. If we experience difficulties recruiting or
retaining collaborators our research and development could be delayed, or our
access to important enabling technology could be hindered.
We have limited capability to commercially manufacture, and no experience in
marketing and selling, our products which may limit our ability to successfully
manufacture and market our potential products.
We currently do not have the capacity to make large-scale clinical or
commercial quantities of our potential products. Our current facilities and
staff will need to be expanded, or supplemented through the use of contract
providers, to achieve large-scale clinical or commercial production volumes of
our potential products. In addition, we have no experience in sales and
marketing. To market any products that may result from our development
programs, we will have to develop marketing and sales capabilities, either on
our own or in conjunction with others. We may not be successful in obtaining or
developing the necessary manufacturing or marketing capabilities. Furthermore,
our dependence on third parties to make, market and sell our potential products
may hinder or possibly prevent us from developing and delivering our potential
products on a timely and competitive basis.
Our use of hazardous materials to develop our products exposes us to safety
risks and regulatory oversight.
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. In the event of a hazardous material accident, we
would be liable for any resulting damages. Our liability in an accident
involving hazardous materials could exceed our financial resources.
Additionally, since these materials are considered hazardous, they are subject
to regulatory oversight. Accidents unrelated to our company 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 hazardous materials is limited, we could experience delays in
our research and development programs.
We face the risk of product liability claims and product recalls which may
exceed the amount of our insurance.
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. Product liability insurance is expensive and we cannot be certain
that it will continue to be available or on acceptable terms. A product
liability claim or product recall could have an adverse effect on our business,
our financial condition and on our continued viability as a company.
SELLING SHAREHOLDER
The following table provides certain information regarding Alkermes and the
number of shares being offered by Alkermes.
<TABLE>
<CAPTION>
Shares Beneficially
Shares That May Be Sold Owned After Offering
--------------------------------- --------------------
Shares Beneficially Percentage of Percentage of
Owned Prior to Common Stock Common Stock
Beneficial Owner Offering Outstanding Amount Outstanding
- ---------------- ------------------- ------------- ------ -------------
<S> <C> <C> <C> <C>
Alkermes, Inc............ 500,000 * -- --
</TABLE>
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* Less than 1% of the outstanding shares of common stock.
5
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Alkermes has not had a material relationship with Targeted Genetics, or any
of its affiliates, within the past three years. Alkermes received all of the
shares from Targeted Genetics in a private transaction on June 9, 1999. All of
the shares were "restricted securities" under the Securities Act prior to this
registration.
Alkermes has represented to us that it purchased the shares for its own
account for investment only and not with a view towards selling or distributing
them, except pursuant to sales registered under the Securities Act or
exemptions from the registration requirements of the Securities Act. In
recognition of the fact that Alkermes, even though purchasing the shares for
investment, may wish to be legally permitted to sell its shares when it deems
appropriate, we agreed with Alkermes to file the registration statement to
register the resale of the shares. Targeted Genetics agreed to prepare and file
all necessary amendments and supplements to the registration statement to keep
it effective until the earlier of (1) the date on which Alkermes has sold all
the shares or (2) until Alkermes may sell all of the shares pursuant to Rule
144(k) under the Securities Act.
PLAN OF DISTRIBUTION
The shares of common stock offered hereby may be sold from time to time by
Alkermes, or by its pledgees, donees, transferees or other successors-in-
interest, in one or more transactions at fixed prices, at market prices at the
time of sale or at negotiated prices. The sale of the shares by Alkermes may be
effected in the over-the-counter market, or on any national securities
exchange, the Nasdaq National Market, in privately negotiated transactions,
through options or otherwise, or through a combination of such methods of sale.
Alkermes may effect the above-mentioned transactions by selling the shares to
or through broker-dealers, and these broker-dealers may receive compensation in
the form of discounts, concessions or commissions from Alkermes and/or the
purchasers. Any broker-dealer may act as a broker-dealer on behalf of Alkermes
in connection with the offering of the shares by Alkermes. None of the proceeds
from the sale of the shares by Alkermes will be received by Targeted Genetics.
Any shares covered by this prospectus that qualify for sale under Rule 144 of
the Securities Act of 1933 may be sold in transactions complying with Rule 144,
rather than this prospectus.
If required, Targeted Genetics will distribute a supplement to this
prospectus to describe material changes in the terms of the offering. Targeted
Genetics has the right to suspend use of this prospectus up to thirty days if
it provides Alkermes with notice of an event that would cause the information
in this prospectus pertaining to Targeted Genetics to become untrue or if the
information pertaining to Targeted Genetics omits 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 received or profits they earn on resale
of the shares may be considered underwriting discounts and commissions under
the Securities Act. Subject to certain exceptions, Targeted Genetics has agreed
to bear all expenses in connection with the registration and sale of the shares
being offered by the selling shareholders. Targeted Genetics has agreed to
indemnify the selling shareholders and broker-dealers who act in connection
with the sale of the shares hereunder against certain liabilities, including
liabilities under the Securities Act.
There can be no assurance that Alkermes will sell any or all of the shares
covered by this prospectus.
VALIDITY OF COMMON STOCK
Perkins Coie LLP, Seattle, Washington will provide Alkermes with an opinion
as to legal matters in connection with the common stock offered by this
prospectus.
6
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EXPERTS
The financial statements of the Company appearing in the Company's annual
report (Form 10-K) for the year ended December 31, 1998, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report thereon
included therein and incorporated herein by reference. Such 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.
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. 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 can 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 it. The information incorporated by reference is
an important part of this prospectus and the information that we file
subsequently with the SEC will automatically update this prospectus. The
information incorporated by reference is considered to be part of 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 June 30, 1999;
. Our current report on Form 8-K, filed on August 4, 1999; and
. The description of our capital stock contained in the Registration
Statement on Form 8-A effective as of April 26, 1994, including any
amendment or report filed for the purpose of updating such 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
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
We have made forward-looking statements in this prospectus and in the
documents that are incorporated by reference in this prospectus, all of which
are subject to risks and uncertainties. Forward-looking statements include
information concerning our possible or assumed future business success or
financial results.
You should note that an investment in our common stock involves certain risks
and uncertainties that could affect our future business success or financial
results. Our actual results could differ materially from those anticipated in
these forward-looking statements as a result of certain factors, including
those set forth in "Risk Factors" and elsewhere in this prospectus.
We believe that it is important to communicate our expectations to our
investors. However, there may be events in the future that we are not able to
predict accurately or over which we have no control. Before you invest in our
common stock, you should be aware that the occurrence of the events described
in the risk factors and elsewhere in this prospectus could materially and
adversely affect our business, financial condition and operating results. We
undertake no obligation to publicly update any forward-looking statements for
any reason, even if new information becomes available or other events occur in
the future.
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No dealer is authorized in connection with any offering made by this
prospectus to give any information or to make any representations not
contained in this prospectus, and, if given or made, such information or
representations must not be relied upon as having been authorized by Targeted
Genetics, Alkermes or by any other person. This prospectus does not constitute
an offer to sell or a solicitation of an offer to buy any securities other
than the shares offered hereby, nor does it constitute an offer to sell or a
solicitation of an offer to buy any of the shares offered hereby to any person
in any jurisdiction in which it is unlawful to make such an offer or
solicitation. Neither the delivery of this prospectus nor any sale of or offer
to sell the shares made hereunder shall under any circumstances create any
implication that there has been no change in the affairs of Targeted Genetics
since the date hereof or that the information contained herein is correct as
of any time subsequent to the date hereof.
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TABLE OF CONTENTS
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Page
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Risk Factors............................................................... 2
Selling Shareholder........................................................ 5
Plan of Distribution....................................................... 6
Validity of Common Stock................................................... 6
Experts.................................................................... 7
Where You Can Find More Information........................................ 7
Special Note Regarding Forward-Looking Statements.......................... 8
</TABLE>
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500,000 Shares
TARGETED GENETICS CORPORATION
Common Stock
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PROSPECTUS
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, 1999
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses payable by the
registrant in connection with the Common Stock being registered. All amounts
are estimates except the SEC registration fee and the Nasdaq National Market
additional listing fee.
<TABLE>
<S> <C>
SEC registration fee................................................ $ 231
Nasdaq National Market listing fee.................................. $17,500
Legal fees and expenses............................................. $10,000
Accounting fees and expenses........................................ $ 5,000
-------
Total............................................................. $32,731
=======
</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 certain circumstances for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"). 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. Certain of the directors of the registrant, who are affiliated with
principal shareholders of the registrant, also may be indemnified by such
shareholders against liability they may incur in their capacities as directors
of the registrant, including pursuant to a liability insurance policy to be
maintained by the registrant for such purpose.
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 certain 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, such 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
legality 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.
+ Filed herewith.
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;
II-1
<PAGE>
(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; 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 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
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 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 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, as amended, 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 the Registration Statement to be signed on its behalf by the
undersigned, thereunder duly authorized, in the City of Seattle, State of
Washington, on the 19th day of October, 1999.
TARGETED GENETICS CORPORATION
/s/ H. Stewart Parker
By: _________________________________
H. Stewart Parker
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities indicated below on the 19th day of October, 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)
* Jeremy Curnock Cook Chairman of the Board of Directors
________________________________________
Jeremy Curnock Cook
________________________________________ Director
Jack L. Bowman
* James D. Grant Director
________________________________________
James D. Grant
* Louis P. Lacasse Director
________________________________________
Louis P. Lacasse
* Nelson L. Levy Director
________________________________________
Nelson L. Levy, Ph.D., M.D.
________________________________________ Director
Mark Richmond, Ph.D.
/s/ James A. Johnson
* ______________________________________
James A. Johnson
Attorney-in-Fact
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number
- -------
<S> <C>
5.1 Opinion of Perkins Coie LLP, counsel to the registrant, regarding the legality 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.
+ Filed herewith.
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG, LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" on the
Registration Statement (Form S-3) and related Prospectus of Targeted Genetics
Corporation for the registration of 500,000 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
October 18, 1999
