<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 7, 1999
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>
--------------------------
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. MICHAEL W. HALL, ESQ.
ANDREA VACHSS LAURA I. BUSHNELL, ESQ.
COOLEY GODWARD LLP LATHAM & WATKINS
FIVE PALO ALTO SQUARE 135 COMMONWEALTH DR.
3000 EL CAMINO REAL MENLO PARK, CA 94025
PALO ALTO, CALIFORNIA 94306 (650) 328-4600
(650) 843-5000
--------------------------
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/ 333-86447
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 PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO OFFERING AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED (1) PRICE PER SHARE OFFERING PRICE FEE(2)
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value.................... 1,150,000 $12.00 $13,800,000 $3,836.40
</TABLE>
(1) Includes 150,000 shares of Common Stock issuable upon exercise of the
Underwriters' over-allotment option.
(2) 4,600,000 shares were registered under Registration Statement No. 333-86447,
in connection with which a filing fee of $20,141.10 was paid.
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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. 333-86447), as amended (the "Prior Registration Statement"), which was
declared effective by the Securities and Exchange Commission on October 6, 1999,
and is filed solely to increase the number of shares to be offered in such
offering by 1,150,000 (including up to 150,000 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 October 6, 1999.
CV THERAPEUTICS, INC.
By: /S/ CYNTHIA L. CLARK
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Cynthia L. Clark, Esq.
General Counsel
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.
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<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------------------ -------------------------------------- -----------------
<C> <S> <C>
/s/ LOUIS G. LANGE, M.D., PH.D. Chairman of the Board & Chief
------------------------------------------- Executive Officer (Principal October 6, 1999
Louis G. Lange, M.D., Ph.D. Executive Officer)
*
------------------------------------------- Chief Financial Officer (Principal October 6, 1999
Daniel K. Spiegelman Financial and Accounting Officer)
*
------------------------------------------- Director October 6, 1999
Thomas L. Gutshall
------------------------------------------- Director
David P. Holveck
*
------------------------------------------- Director October 6, 1999
Barbara J. McNeil, M.D., Ph.D.
*
------------------------------------------- Director October 6, 1999
J. Leighton Read, M.D.
*
------------------------------------------- Director October 6, 1999
Costa G. Sevastopoulos, Ph.D.
*
------------------------------------------- Director October 6, 1999
Isaac Stein
*By /s/ CYNTHIA L. CLARK
---------------------------------------
CYNTHIA L. CLARK, ESQ.
ATTORNEY-IN-FACT
</TABLE>
II-1
<PAGE>
INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT
NUMBER EXHIBITS
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<C> <S> <C>
5.1 Opinion of Cooley Godward LLP as to legality of the Common Stock
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Cooley Godward LLP (included in Exhibit 5.1)
</TABLE>
<PAGE>
[COOLEY GODWARD LLP LETTERHEAD]
EXHIBIT 5.1
October 6, 1999
CV Therapeutics, Inc.
3172 Porter Drive
Palo Alto, CA 94304
Ladies and Gentlemen:
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 a 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
October 6, 1999, covering the underwritten public offering of an additional
1,150,000 shares of the Company's Common Stock with a par value of $0.001 (the
"Shares") (including 150,000 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 examined and relied upon the
Registration Statement and related Prospectus included therein, the Company's
Amended and 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. 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.
Sincerely,
COOLEY GODWARD LLP
By: /s/ Andrea Vachss
-----------------------------------
Andrea Vachss
<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 1,150,000 shares of its common stock and to the
incorporation by reference therein of our report dated February 26, 1999, 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, 1998, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Palo Alto, California
October 6, 1999
