<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 24, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933, AS AMENDED
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PHARMACYCLICS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C>
DELAWARE 94-3148201
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>
995 EAST ARQUES AVENUE
SUNNYVALE, CALIFORNIA 94086-4521
(408) 774-0330
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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RICHARD A. MILLER, M.D.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
PHARMACYCLICS, INC.
995 EAST ARQUES AVENUE
SUNNYVALE, CALIFORNIA 94086-4521
(408) 774-0330
(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF AGENT FOR SERVICE)
COPY TO:
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<S> <C>
J. STEPHAN DOLEZALEK, ESQ. DAVID J. SEGRE, ESQ.
JONATHAN P. SHANBERGE, ESQ. AMY E. REES, ESQ.
KRISTINE H. LEE, ESQ. JAMIE W. STEWART, ESQ.
BROBECK, PHLEGER & HARRISON LLP WILSON SONSINI GOODRICH & ROSATI
TWO EMBARCADERO PLACE PROFESSIONAL CORPORATION
2200 GENG ROAD 650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94303 PALO ALTO, CALIFORNIA 94304
(650) 424-0160 (650) 493-9300
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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, as amended, other than securities offered only 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 of 1933, as amended, check the
following box and list the Securities Act of 1933, as amended, registration
statement number of the earlier effective registration statement for the same
offering. [X] 333-85043
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, as amended, check the following box and list
the Securities Act of 1933, as amended, registration statement 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. [ ]
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, $0.001 par value per
share........................... 632,500(1) $38.75 $24,509,375 $6,814
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(1) Includes an over-allotment option of 82,500 shares, which the underwriters
have the option to purchase to cover over-allotments, if any.
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 THAT 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 COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
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<PAGE> 2
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT NO. 333-85043
Pharmacyclics, Inc. (the "Company") hereby incorporates by reference into
this Registration Statement in its entirety the Registration Statement No.
333-85043 filed with the Securities and Exchange Commission (the "Commission")
on August 12, 1999, as amended by Amendment No. 1 thereto filed with the
Commission on September 3, 1999, as further amended by Amendment No. 2 thereto
filed with the Commission on September 22, 1999, including each of the
documents filed by the Company with the Commission and incorporated or deemed
to be incorporated by reference therein.
CERTIFICATION
The Company hereby certifies to the Commission that (i) it has instructed
its bank to pay the Commission the filing fee set forth on the cover page of
this Registration Statement by a wire transfer of such amount to the
Commission's account at Mellon Bank as soon as practicable (but no later than
the close of business on September 24, 1999), (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 24,
1999.
<PAGE> 3
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-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Sunnyvale, State of California on this 23rd day
of September, 1999.
PHARMACYCLICS, INC.
By: /s/ RICHARD A. MILLER
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Richard A. Miller, M.D.
President and Chief Executive
Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-3 has been signed by the following persons in
the capacities and on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
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<C> <S> <C>
/s/ RICHARD A. MILLER President and Chief Executive September 23, 1999
- --------------------------------------------- Officer and Director (Principal
Richard A. Miller Executive Officer)
* Vice President, Finance and September 23, 1999
- --------------------------------------------- Administration and Chief
Leiv Lea Financial and Accounting
Officer (Principal Financial
Officer)
* Director September 23, 1999
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Phyllis I. Gardner
* Director September 23, 1999
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Joseph S. Lacob
* Director September 23, 1999
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Joseph C. Scodari
* Director September 23, 1999
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Craig C. Taylor
*By: /s/ RICHARD A. MILLER
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Richard A. Miller
Attorney-in-fact
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II-4
<PAGE> 4
PHARMACYCLICS, INC.
INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<C> <S>
5.1 Opinion of Brobeck, Phleger & Harrison LLP
23.1 Consent of Independent Accountants
23.2 Consent of Brobeck, Phleger & Harrison LLP (included in
Exhibit 5.1)
23.3 Consent of Brinks Hofer Gilson & Lione, A Professional
Corporation
</TABLE>
<PAGE> 1
September 23, 1999
Pharmacyclics, Inc.
995 East Arques Avenue
Sunnyvale, CA 94086
Ladies and Gentlemen:
We have acted as counsel to Pharmacyclics, Inc., a Delaware corporation
(the "Company"), in connection with the registration of up to an additional Six
Hundred Thirty-Two Thousand Five Hundred (632,500) shares of the Company's
Common Stock (the "Shares"), as described in the Company's Registration
Statement on Form S-3 as filed with the Securities and Exchange Commission
(the "SEC") on September 24, 1999, as thereafter amended or supplemented (the
"Registration Statement"), which Registration Statement incorporates by
reference Registration Statement No. 333-85043.
This opinion is being furnished in accordance with the requirements of Item
16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K.
We have examined originals or copies of (i) the Amended and Restated
Certificate of Incorporation of the Company; (ii) the Bylaws of the Company;
(iii) certain resolutions of the Board of Directors of the Company; and (iv)
such other documents and records as we have deemed necessary and relevant for
the purposes hereof. In addition, we have relied on certificates of officers of
the Company and certificates of public officials as to certain matters of fact
relating to this opinion and have made such investigations of law as we have
deemed necessary and relevant as a basis hereof.
We have assumed the genuineness of all signatures, the authenticity of all
documents, certificates and records submitted to us as originals, the conformity
to authentic original documents, certificates and records of all such
documentation submitted to us as copies and the truthfulness of all statements
of facts contained therein. Based on the foregoing and subject to the
limitations set forth herein and having due regard for such legal considerations
as we deem relevant, we are of the opinion that the Shares, when issued and sold
in the manner described in the Registration Statement, will be legally issued,
fully paid and nonassessable shares of the Common Stock.
<PAGE> 2
Pharmacyclics, Inc. September 23, 1999
Page 2
We consent to the filing of this opinion letter as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus which is part of the Registration Statement.
In giving this consent, we do not thereby admit that we are within the category
of persons whose consent is required under Section 7 of the Act, the rules and
regulations of the Securities and Exchange Commission promulgated thereunder, or
Item 509 of Regulation S-K.
The foregoing opinion is based on and limited to the General Corporation
Law of the State of Delaware and the relevant federal laws of the United States,
and we express no opinion with respect to the laws of any other jurisdiction.
This opinion letter is rendered as of the date first written above and we
disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company or the
Shares.
Very truly yours,
/s/ BROBECK, PHLEGER & HARRISON LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in this Registration Statement on Form S-3 of our
report dated July 23, 1999 relating to the financial statements of
Pharmacyclics, Inc., which appear in such Registration Statement. We also
consent to the reference to us under the heading "Experts" in such Registration
Statement.
PRICEWATERHOUSECOOPERS LLP
San Jose, California
September 23, 1999
<PAGE> 1
EXHIBIT 23.3
CONSENT OF SPECIAL PATENT COUNSEL
We hereby consent to the reference to our firm under the caption "Experts"
in the Registration Statement on Form S-3 and related Prospectus of
Pharmacyclics, Inc. for the registration of 632,500 shares of its Common Stock.
By: /s/ BRINKS HOFER GILSON & LIONE
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BRINKS HOFER GILSON & LIONE
Chicago, Illinois
September 23, 1999
