<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 21, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
--------------------------
CV THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 43-1570294
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
</TABLE>
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3172 PORTER DRIVE PALO ALTO, CA 94304
(650) 812-0585
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
--------------------------
LOUIS G. LANGE, M.D., PH.D.
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
CV THERAPEUTICS, INC.
3172 PORTER DRIVE
PALO ALTO, CA 94304
(650) 812-0585
(Name, address and telephone number of agent for service)
--------------------------
COPIES TO:
ALAN C. MENDELSON, ESQ. DAVID J. SEGRE, ESQ.
DEBORAH A. MARSHALL, ESQ. CHRISTOPHER K. SADEGHIAN, ESQ.
COOLEY GODWARD LLP WILSON SONSINI GOODRICH & ROSATI
FIVE PALO ALTO SQUARE PROFESSIONAL CORPORATION
3000 EL CAMINO REAL 650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94306 PALO ALTO, CA 94304
(650) 843-5000 (650) 493-9300
--------------------------
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 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. /X/
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. / /
--------------------------
CALCULATION OF REGISTRATION FEE
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<CAPTION>
PROPOSED MAXIMUM
OFFERING PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO PRICE PER SHARE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED (1) (2) OFFERING PRICE (2) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value.................... 620,000 $8.25 $5,115,000 $1,509
</TABLE>
(1) Includes 20,000 shares of Common Stock issuable upon exercise of the
Underwriters' over-allotment option.
(2) 1,955,000 shares were registered on a registration statement on Form S-3
(File No. 333-43735), of which a filing fee of $5,263 was previously paid
with the earlier registration statement.
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<PAGE>
EXPLANATORY NOTE
This registration statement relates to the public offering of Common Stock of CV
Therapeutics, Inc. contemplated by a Registration Statement on Form S-3. (File
No. 333-43735) (the "Prior Registration Statement") which was declared effective
by the Securities and Exchange Commission on January 21, 1998, and is filed
solely to increase the number of shares to be offered in such offering by
620,000 shares (including up to 20,000 additional shares that may be sold
pursuant to the Underwriters' over-allotment option). The contents of the Prior
Registration Statement are hereby incorporated by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Palo Alto, State of California, on January 21, 1998.
CV THERAPEUTICS, INC.
By: /S/ LOUIS G. LANGE, M.D., PH.D.
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Louis G. Lange, M.D., Ph.D.
Chairman of the Board & Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed below by the following persons in the capabilities and on the
date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------------------ ------------------------------------- ------------------
<C> <S> <C>
/s/ LOUIS G. LANGE, M.D., PH.D. Chairman of the Board & Chief
------------------------------------------- Executive Officer (Principal January 21, 1998
Louis G. Lange, M.D., Ph.D. Executive Officer)
*
------------------------------------------- Chief Financial Officer (Principal January 21, 1998
Daniel K. Spiegelman Financial and Accounting Officer)
*
------------------------------------------- Director January 21, 1998
Samuel D. Colella
*
------------------------------------------- Director January 21, 1998
Thomas L. Gutshall
*
------------------------------------------- Director January 21, 1998
David P. Holveck
*
------------------------------------------- Director January 21, 1998
Barbara J. McNeil, M.D., Ph.D.
*
------------------------------------------- Director January 21, 1998
J. Leighton Read, M.D.
*
------------------------------------------- Director January 21, 1998
Costa G. Sevastopoulos, Ph.D.
*
------------------------------------------- Director January 21, 1998
Isaac Stein
*By /s/ LOUIS G. LANGE, M.D., PH.D.
---------------------------------------
LOUIS G. LANGE, M.D., PH.D.
(ATTORNEY-IN-FACT)
</TABLE>
II-1
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBITS
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<C> <S> <C>
1.1* Underwriting Agreement.
5.1 Opinion of Cooley Godward Castro LLP as to legality of the Common Stock
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Cooley Godward Castro LLP (included in Exhibit 5.1)
</TABLE>
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* Incorporated by reference to the Registrant's Registration Statement on Form
S-3 No. 333-43735.
<PAGE>
[COOLEY GODWARD LLP LETTERHEAD]
EXHIBIT 5.1
January 21, 1998
CV Therapeutics, Inc.
3172 Porter Drive
Palo Alto, CA 94304
Ladies and Gentleman:
You have requested our opinion with respect to certain matters in connection
with the filing by CV Therapeutics, Inc. a Delaware corporation (the "Company"),
of an abbreviated registration statement pursuant to Rule 462(b) promulgated
under the Securities Act of 1933, as amended (the "Registration Statement") with
the Securities and Exchange Commission (the "Commission") on January 22, 1998,
covering the underwritten public offering of an additional 620,000 shares of the
Company's Common Stock with a par value of $0.001 (the "Shares") (including
20,000 shares of Common Stock for which the underwriters will be granted an
over-allotment option). All of the Shares are to be sold by the Company as
described in the Registration Statement.
In connection with this opinion, we have (i) examined and relied upon the
Registration Statement and related Prospectus included therein, the Company's
Restated Certificate of Incorporation and Bylaws, and the originals or copies
certified to our satisfaction of such records, documents, certificates,
memoranda and other instruments as in our judgment are necessary or appropriate
to enable us to render the opinion expressed below and (ii) assumed that the
Shares will be sold by the underwriters at a price established by the Pricing
Committee of the Board of Directors of the Company. We have assumed the
genuineness and authenticity of all documents submitted to us as originals, and
the conformity to originals of all documents where due execution and delivery
are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold in accordance with the Registration Statement and
related Prospectus, will be validly issued, fully paid and nonassessable.
We consent to the reference to our firm under the caption "Legal Matters" in the
Prospectus included in the Registration Statement and to the filing of this
opinion as an exhibit to the Registration Statement.
Very truly yours,
COOLEY GODWARD LLP
By: /s/ Alan C. Mendelson
-----------------------------------
Alan C. Mendelson
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Selected
Consolidated Financial Data" and "Experts" in the Registration Statement (Form
S-3) and related Prospectus filed pursuant to Rule 462(b) of CV Therapeutics,
Inc. for the registration of 620,000 shares of its common stock and to the
incorporation by reference therein of our report dated March 4, 1997, with
respect to the consolidated financial statements of CV Therapeutics, Inc.
included in its Annual Report (Form 10-K), as amended, for the year ended
December 31, 1996, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Palo Alto, California
January 21, 1998
