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Registration No. 333-
As filed with the Securities and Exchange Commission on October 26, 1999
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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VION PHARMACEUTICALS, INC.
(Exact name of Registrant as specified in its charter)
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DELAWARE 2836 13 3671221
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
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4 SCIENCE PARK
NEW HAVEN, CT 06511
(203) 498-4210
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
ALAN KESSMAN
VION PHARMACEUTICALS, INC.
4 SCIENCE PARK
NEW HAVEN, CT 06511
(203) 498-4210
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
with copies to:
PAUL JACOBS, ESQ. MICHAEL HIRSCHBERG, ESQ
LAWRENCE A SPECTOR, ESQ. PIPER & MARBURY L.L.P.
FULBRIGHT & JAWORSKI L.L.P. 1251 AVENUE OF THE AMERICAS
666 FIFTH AVENUE NEW YORK, NEW YORK 10020
NEW YORK, NEW YORK 10103 (212) 835-6000
(212) 318-3000 (212) 835-6001 (FAX)
(212) 752-5958 (FAX)
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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, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |X| 333-83837
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 number of the earlier effective registration statement for the same
offering.
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. o
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PRICE PER SHARE OFFERING PRICE(1) FEE
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COMMON STOCK, $.01 PAR VALUE............. 230,000 SHARES $5.00 $1,150,000 $319.70(2)
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(1) INCLUDES 30,000 SHARES OF COMMON STOCK WHICH THE UNDERWRITERS HAVE THE
OPTION TO PURCHASE TO COVER OVER-ALLOTMENTS, IF ANY.
(2) PREVIOUSLY PAID.
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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 THE REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL THEREAFTER
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(a), MAY DETERMINE.
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INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-1, FILE NO.
333-83837
Vion Pharmaceuticals, Inc. (the "Company") hereby incorporates by
reference into this Registration Statement on Form S-1 in its entirety the
Registration Statement on Form S-1 (File No. 333-83837) declared effective on
October 25, 1999 by the Securities and Exchange Commission (the "Commission"),
including each of the documents filed by the Company with the Commission and
incorporated or deemed to be incorporated by reference therein.
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ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits.
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5.1 Opinion of Fulbright & Jaworski L.L.P.
23.1 Consent of Ernst & Young L.L.P.
23.2 Consent of Fulbright & Jaworski L.L.P. (contained in Exhibit 5.1)
24. Power of Attorney(1)
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(1) Incorporated by reference to the Company's Registration on Form S-1 (File
No. 333-83837), effective October 25, 1999.
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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-1 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New Haven, State of Connecticut, on October 25, 1999.
VION PHARMACEUTICALS, INC.
By: /S/ ALAN KESSMAN
.................................
ALAN KESSMAN,
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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* Chairman of the Board October 25, 1999
..........................................
WILLIAM R. MILLER
/S/ ALAN KESSMAN President, Chief Executive Officer October 25, 1999
......................................... and Director (Principal Executive
ALAN KESSMAN Officer)
/S/ THOMAS E. KLEIN Vice President--Finance and Chief October 25, 1999
......................................... Financial Officer (Principal
THOMAS E. KLEIN Financial and Accounting Officer)
* Director October 25, 1999
.........................................
MICHEL C. BERGERAC
* Director October 25, 1999
.........................................
FRANK T. CARY
* Director October 25, 1999
.........................................
JAMES FERGUSON
* Director October 25, 1999
.........................................
ALAN C. SARTORELLI
* Director October 25, 1999
.........................................
WALTER B. WRISTON
*By: /S/ THOMAS E. KLEIN
.........................................
THOMAS E. KLEIN,
AS ATTORNEY-IN-FACT
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EXHIBIT 5.1
[Letterhead of Fulbright & Jaworski L.L.P.]
October 25, 1999
Vion Pharmaceuticals, Inc.
4 Science Park
New Haven, Connecticut 06511
Ladies and Gentlemen:
We have acted as counsel to Vion Pharmaceuticals, Inc., a
Delaware corporation (the "Company"), in connection with its filing with the
Securities and Exchange Commission of a Registration Statement on Form S-1 (the
"Abbreviated Registration Statement"), under the Securities Act of 1933, as
amended (the "Act") for the registration of 200,000 shares of common stock, par
value $.01 per share, of the Company (the "Common Stock") and up to an
additional 30,000 shares of Common Stock subject to an option (the
"Over-Allotment Option") from the Company to Brean Murray & Co., Inc., as
representative of the underwriters (the "Representative"), exercisable within
thirty (30) days after the effective date of the Registration Statement, to
cover over-allotments. The Abbreviated Registration Statement relates to the
same class of securities registered pursuant to the Company's Registration
Statement on Form S-1 (No. 333-83837) declared effective earlier today (the
"Initial Registration Statement").
The Abbreviated Registration Statement, together with the
Initial Registration Statement (collectively, the "Registration Statement")
relate to the proposed sale by the Company, in a public offering, of an
aggregate of 2,200,000 shares of the Company's Common Stock. The Registration
Statement also relates to the proposed sale by the Company of an aggregate of up
to an additional 330,000 shares of Common Stock subject to the Over-Allotment
Option. All such shares of Common Stock are hereinafter referred to as the
"Shares."
In connection with this opinion, we have examined the
originals, or copies certified or otherwise identified to our satisfaction, of
(i) the Company's Restated Certificate of Incorporation and By-Laws incorporated
by reference as Exhibits 3.1 and 3.2, respectively, to the Registration
Statement, (ii) the form of Underwriting Agreement, between the Company and the
Representative filed as Exhibit 1.1 to the Registration Statement (the
"Underwriting Agreement"), and (iii) such corporate records, documents and such
questions of law as we have deemed necessary or appropriate for the purposes of
this opinion. In such examinations, we have assumed the genuineness of
signatures and the conformity to original documents of the documents supplied to
us as copies. As to the various questions of fact material to such opinion, we
have relied upon statements and certificates of officers and representatives of
the Company. We have further assumed that all documents examined by us in the
form of drafts will, when executed by the requisite signatories thereto, conform
in substance and form in all material respects to the drafts that we have
examined.
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Vion Pharmaceuticals, Inc.
October 25, 1999
Page 2
Based upon the foregoing, and subject to the qualifications
hereinafter set forth, we are of the opinion that the Shares have been duly
authorized and, when issued in accordance with the terms and conditions of the
Underwriting Agreement, will be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Prospectus contained therein. This consent is not to be
construed as an admission that we are a person whose consent is required to be
filed with the Registration Statement under the provisions of the Securities Act
of 1933, as amended.
Very truly yours,
/s/ Fulbright & Jaworski L.L.P.
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EXHIBIT 23.1
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated February 12, 1999 in Amendment No. 3 to the Registration
Statement (Form S-1 No. 333-83837) and related Prospectus of Vion
Pharmaceuticals, Inc. for the registration of 2,200,000 shares of its common
stock.
Ernst & Young LLP
Stamford, Connecticut
October 25, 1999
