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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 26, 2000
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
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NEOPHARM, INC.
(Exact Name of Registrant as Specified in Its Charter)
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<S> <C> <C>
DELAWARE 8731 51-0327886
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Organization) Classification Code Number) Identification Number)
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100 CORPORATE NORTH SUITE 215
BANNOCKBURN, ILLINOIS 60015
(847) 295-8678
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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JAMES M. HUSSEY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
NEOPHARM, INC.
100 CORPORATE NORTH SUITE 215
BANNOCKBURN, ILLINOIS 60015
(847) 295-8678
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:
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CHRISTOPHER R. MANNING, ESQ. RODD M. SCHREIBER, ESQ.
BURKE, WARREN, MACKAY & SERRITELLA, P.C. SKADDEN, ARPS, SLATE, MEAGHER & FLOM (ILLINOIS)
330 N. WABASH AVENUE, SUITE 2200 333 W. WACKER DRIVE, SUITE 2100
CHICAGO, ILLINOIS 60611 CHICAGO, ILLINOIS 60606
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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, 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, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement number for the same offering. /X/ 333-44396
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 this form is a post-effective amendment filed pursuant to Rule 462(d)
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,
check the following box. / /
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED PRICE(1) FEE
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Common Stock......... $8,165,000 $2,156
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(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(o) under the Securities Act of 1933.
Includes 30,000 shares having a maximum offering price of $35.50 per
share which the underwriters have the option to purchase solely to cover
over-allotments, if any.
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EXPLANATORY NOTE
This registration statement is being filed by NeoPharm, Inc. pursuant to
Rule 462(b) under the Securities Act of 1933, as amended, and includes the
registration statement facing page, this page, the signature page, an exhibit
index, an opinion of counsel regarding the legality of the registrant's Common
Stock being offered hereby and a related consent, and accountants' consents.
Pursuant to Rule 462(b), the contents of the registration statement on Form S-3
(File No. 333-44396), as amended, of the registrant, including the exhibits and
the power of attorney thereto, are incorporated by reference into this
registration statement. This registration statement covers the registration of
shares having an aggregate offering price of $8,165,000 of Common Stock of the
registrant.
CERTIFICATION
The registrant hereby certifies to the Securities and Exchange Commission
that (i) it has instructed its bank to pay the SEC the filing fee set forth on
the cover page of this registration statement by a wire transfer of such amount
to the SEC's account at Mellon Bank as soon as practicable (but no later than
the close of business on September 26, 2000), (ii) it will not revoke such
instructions, (iii) it has sufficient funds in the relevant account to cover the
amount of such filing fee and (iv) it will confirm receipt of such instructions
by its bank during the bank's regular business hours no later than September 26,
2000.
1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Registration Statement on Form S-3 to be signed on its
behalf by the undersigned, hereunto duly authorized, in the City of Bannockburn,
State of Illinois, on September 26, 2000.
NEOPHARM, INC.
By: /s/ JAMES M. HUSSEY
---------------------------------------------
Name: James M. Hussey
Title: President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
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SIGNATURE TITLE DATE
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* Director, Chairman of the Board September 26, 2000
---------------------------------------
John N. Kapoor
/s/ JAMES M. HUSSEY Director, President, and Chief September 26, 2000
---------------------------------------Executive Officer (Principal
James M. Hussey Executive Officer)
* Director September 26, 2000
---------------------------------------
Sander A. Flaum
* Director September 26, 2000
---------------------------------------
Erick E. Hanson
* Director September 26, 2000
---------------------------------------
Matthew P. Rogan
* Director September 26, 2000
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Kaveh Safavi
/s/ LAWRENCE A. KENYON Chief Financial Officer September 26, 2000
---------------------------------------(Principal Financial Officer
Lawrence A. Kenyon and Principal Accounting
Officer)
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* By James M. Hussey as attorney-in-fact.
S-1
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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5.1 Opinion of Burke, Warren, MacKay & Serritella, P.C. regarding
the validity of the Common Stock.
23.1 Consent of Arthur Andersen LLP
23.5 Consent of Burke, Warren, MacKay & Serritella, P.C.
(included in Exhibit 5.1).
24.1* Powers of Attorney (included as part of signature page to the
registration statement on Form S-3 of the registrant (file no.
333-44396) and incorporated by reference herein).
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* Previously filed.
