Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1/A Pre-Effective Amendment to Registration Statement 6± 26K
(General Form)
5: EX-10.11 Sloan Kettering Agreement 17± 68K
6: EX-10.13 Stanford Gamma Interferon Agreement 11± 42K
7: EX-10.14 Molecular Applications Group Agreement 17± 72K
8: EX-10.15 Sandoz Pharma Ltd Agreement 12± 46K
9: EX-10.16 Yamanouchi Pharmaceutical Co., Ltd Agreement 17± 65K
2: EX-10.7 Ntis Agreement 9± 36K
3: EX-10.8 Hoffmann-La Roche Inc. U.S. Agreement 23± 85K
4: EX-10.9 F. Hoffmann-La Roche Inc. European Agreement 16± 63K
S-1/A — Pre-Effective Amendment to Registration Statement (General Form)
Document Table of Contents
As filed with the Securities and Exchange Commission on May 22, 1998
Registration No. 33-44562
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PROTEIN DESIGN LABS, INC.
(Exact name of registrant as specified in its charter)
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Delaware 2836 94-3023969
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Number) Indentification Number)
2375 Garcia Avenue
Mountain View, CA 94043
(650) 903-3700
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
Douglas O. Ebersole, Esq.
Senior Vice President, Licensing and Corporate Services,
General Counsel and Secretary
PROTEIN DESIGN LABS, INC.
2375 Garcia Avenue
Mountain View, CA 94043
(650) 903-3700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
GREGORY M. GALLO, ESQ.
DOUGLAS J. REIN, ESQ.
Gray Cary Ware & Freidenrich LLP
400 Hamilton Avenue
Palo Alto, California 94301-1825
(650) 328-6561
If any of the securities being registered on this Form are being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act") 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 number of the earlier effective
registration statement for the same offering. [ ]
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. [ ]
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. [X] 133-44562
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on
Form S-1 (File No. 33-44562) of Protein Design Labs, Inc. (the "Registration
Statement") is filed pursuant to Rule 462(d) of the Securities Act solely for
the purpose of refiling Exhibits 10.7, 10.8, 10.9, 10.11, 10.13, 10.14, 10.15
and 10.16 to the Registration Statement for which confidential treatment
previously was granted and subsequently has been extended by the Securities
and Exchange Commission. The contents of the Registration Statement are
hereby incorporated by reference.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits.
Exhibit
Number Exhibit Title
1.1* Form of Purchase Agreement.
3.1* Restated Certificate of Incorporation.
3.2* Amended Bylaws
4.1* Registration Rights Agreement between the Company and certain holders
of Preferred Stock and Common Stock dated August 21, 1986.
4.2* Amendment to Registration Rights Agreement between the Company and
certain holders of Preferred Stock and Common Stock dated March 16,
1989.
4.3* Registration Rights Agreement between the Company and Hoffmann-La
Roche Inc. dated March 16, 1989.
4.4* Standstill Agreement between the Company and Hoffmann-La Roche Inc.
dated March 16, 1989.
5.1* Opinion and Consent of Ware & Freidenrich, A Professional
Corporation.
10.1* Form of Director and Officer Indemnification Agreement.
10.2* 1991 Stock Option Plan, together with forms of Incentive Stock Option
Agreement and Nonqualified Stock Option Agreement.
10.3* Founder Stock Purchase Agreement between the Company and Dr. Laurence
Jay Korn dated August 21, 1986.
10.4* Founder Stock Purchase Agreement between the Company and Dr. Cary
Queen dated January 1, 1987.
10.5* Lease Agreement between the Company and Charleston Properties, a
California general partnership, dated December 22, 1989.
10.6* Deferred Compensation Plan dated July 22, 1991.
10.7+ License Agreement between the Company and the National Technical
Information Service effective as of October 31, 1988 (with certain
confidential information deleted and marked by a box surrounding the
deleted information).
10.8+ License Agreement between the Company and Hoffmann-La Roche Inc.
effective January 31, 1989 (with certain confidential information
deleted and marked by a box surrounding the deleted information).
10.9+ License Agreement between the Company and F. Hoffmann-La Roche & Co.
effective January 31, 1989 (with certain confidential information
deleted and marked by a box surrounding the deleted information).
10.10* License Agreement between the Company and Medical Research Council of
the United Kingdom dated July 1, 1989, as amended on January 30,
1990 (with certain confidential information deleted and marked by a
box surrounding the deleted information).
10.11+ License Agreement between the Company and Sloan-Kettering Institute
for Cancer Research dated November 30, 1989 (with certain
confidential information deleted and marked by a box surrounding the
deleted information).
10.12* License and Option Agreement between the Company and The UAB Research
Foundation dated December 31, 1989, (with certain confidential
information deleted and marked by a box surrounding the deleted
information).
10.13+ License Agreement between the Company and the Board of Trustees of
the Leland Stanford Junior University effective July 1, 1990 (with
certain confidential information deleted and marked by a box
surrounding the deleted information).
10.14+ Software License Agreement among the Company, Molecular Applications
Group and Michael Levitt effective September 1, 1990 (with certain
confidential information deleted and marked by a box surrounding the
deleted information).
10.15+ Development and License Agreement between the Company and Sandoz
Pharma, Ltd. effective December 1, 1990 (with certain confidential
information deleted and marked by a box surrounding the deleted
information).
10.16+ Development and License Agreement between the Company and Yamanouchi
Pharmaceutical Company, Ltd. effective February 12, 1991, as amended
on February 12, 1991 (with certain confidential information deleted
and marked by a box surrounding the deleted information).
10.17* License Option Agreement between the Company and Hoffmann-La Roche
Inc. effective February 1, 1991.
10.18* 1986 Stock Purchase Plan.
10.19* Forms of Stock Purchase Agreement under the 1986 Stock Purchase Plan.
10.20* Series A Stock Purchase Warrant issued to Mayfield V dated August 16,
1990.
10.21* Warrant Purchased Agreement between the Company and certain holders
of Preferred Stock dated August 21, 1986.
10.22* Stock Purchase Agreement between the Company and certain holders of
Preferred Stock and Common Stock dated August 21, 1986.
10.23* Amendment to Stock Purchase Agreement between the Company and certain
holders of Preferred Stock and Common Stock dated February 2, 1987.
10.24* Amendment to Stock Purchase Agreement between the Company and certain
holders of Preferred Stock and Common Stock dated March 16, 1989.
10.25* Stock Purchase Agreement between the Company and Hoffmann-La Roche
Inc. dated March 16, 1989.
11.1* Statement regarding computation of per share earnings.
24.1* Consent of Ernst & Young, Independent Auditors. Reference is made to
page II-5.
24.2* Consent of Ware & Freidenrich, A Professional Corporation. Reference
is made to Exhibit 5.1.
25.1* Power of Attorney for Drs. Korn and Queen and Messrs. Gould and Saxe.
25.2* Power of Attorney for Dr. Falkow.
* Previously filed with the Registration Statement on Form S-1
for Protein Design Labs, Inc.
+ Extended confidential treatment has been granted with respect to portions
of this Exhibit. Such portions have been omitted and filed separately with
the Securities and Exchange Commission.
(b) Financial Statement Schedules
None.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Mountain View, County
of Santa Clara, State of California, on the 22nd day of May, 1998.
PROTEIN DESIGN LABS, INC.
/s/ Laurence Jay Korn
--------------------------
Laurence Jay Korn
Chief Executive Officer and
Chairperson of the Board of Directors
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act, 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
-------------------------- ------------------------------------- -------------
/s/ Laurence Jay Korn Chief Executive Officer and May 22, 1998
-------------------------- Chairperson of the Board of Directors
Laurence Jay Korn (Principal Executive Officer)
/s/ Jon S. Saxe* President and Director May 22, 1998
-------------------------- (Principal Accounting Officer)
Jon S. Saxe
/s/ Cary L. Queen* Director May 22, 1998
--------------------------
Cary L. Queen
/s/ Stanley Falkow* Director May 22, 1998
--------------------------
Stanley Falkow
/s/ George M. Gould* Director May 22, 1998
--------------------------
George M. Gould
Director
--------------------------
Max Link
Director
--------------------------
Jurgen Drews
* By: /s/ LAURENCE JAY KORN
--------------------------
Laurence Jay Korn
Attorney-in-Fact
Dates Referenced Herein and Documents Incorporated by Reference
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