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As Of Filer Filing For·On·As Docs:Size Issuer Agent 6/29/01 Intermune Inc S-3MEF 6/29/01 3:37K Merrill Corp/FA |
Document/Exhibit Description Pages Size 1: S-3MEF Registration of Additional Securities HTML 28K 2: EX-5.1 Opinion re: Legality HTML 14K 3: EX-23.1 Consent of Experts or Counsel HTML 8K
| Page | (sequential) | | | (alphabetic) | Top | |
|---|---|---|---|---|---|
| 1 | 1st Page - Filing Submission | ||||
| " | Explanatory Note | ||||
| " | Part Ii Information Not Required in Prospectus | ||||
| " | Signatures | ||||
| " | Exhibit Index | ||||
| " | QuickLinks | ||||
| Prepared by MERRILL CORPORATION |
As filed with the Securities and Exchange Commission on June 29, 2001
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
INTERMUNE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 99-3296648 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
1710 Gilbreth Road
Suite 301
Burlingame, CA 94010
(650) 409-2020
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
W. Scott Harkonen, M.D.
Chief Executive Officer and President
InterMune, Inc.
1710 Gilbreth Road
Suite 301
Burlingame, CA 94010
(650) 409-2020
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies To:
| Robert L. Jones, Esq. Suzanne Sawochka Hooper, Esq. Cooley Godward LLP Five Palo Alto Square 3000 El Camino Real Palo Alto, CA 94306 (650) 843-5000 |
Jonathan L. Kravetz, Esq. Edward P. Gonzales, Esq. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. One Financial Center Boston, MA 02111 (617) 542-6000 |
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this registration statement becomes effective.
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 (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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. /x/ 333-62274
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, please check the following box. / /
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities to be Registered |
Amount to be Registered |
Proposed Maximum Offering Price Per Share |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee |
||||
|---|---|---|---|---|---|---|---|---|
| Common stock, $.001 par value | 845,896(1) | $32.00 | $27,068,672 | $6,767.17 | ||||
| Convertible subordinated notes | — | — | $5,750,000(2) | $1,437.50 | ||||
| Common stock, $.001 par value | (3) | — | — | — | ||||
| Total | — | — | $32,818,672 | $8,204.67 | ||||
This registration statement is being filed in order to register additional shares of Common Stock and an additional principal amount of convertible subordinated notes of InterMune, Inc. for offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended. A Registration Statement on Form S-3 (File No. 333-62274, as amended (the "Prior Registration Statement")), was declared effective by the Securities and Exchange Commission on June 28, 2001. The contents of the Prior 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 |
Description Of Document |
|
|---|---|---|
| 5.1 | Opinion of Cooley Godward LLP. | |
| 23.1 | Consent of Ernst & Young LLP, Independent Auditors. | |
| 23.2 | Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1. |
II–1
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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burlingame, State of California, on June 28, 2001.
| INTERMUNE, INC. | ||||
By: |
/s/ TIMOTHY P. LYNCH Timothy P. Lynch Vice President and Chief Financial 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.
| Signatures |
Title |
Date |
||
|---|---|---|---|---|
| * W. Scott Harkonen |
President and Chief Executive Officer and Director (principal executive officer) | June 28, 2001 | ||
/s/ TIMOTHY P. LYNCH Timothy P. Lynch |
Vice President and Chief Financial Officer (principal financial and accounting officer) |
June 28, 2001 |
||
* Edgar Engleman |
Director |
June 28, 2001 |
||
* James I. Healy |
Director |
June 28, 2001 |
||
* Wayne T. Hockmeyer |
Director |
June 28, 2001 |
||
* Jonathan S. Leff |
Director |
June 28, 2001 |
||
* Jay P. Shepard |
Director |
June 28, 2001 |
II–2
* Nicholas J. Simon |
Director |
June 28, 2001 |
* |
/s/ TIMOTHY P. LYNCH Timothy P. Lynch Attorney-in-Fact |
II–3
| Exhibit Number |
Description |
|
|---|---|---|
| 5.1 | Opinion of Cooley Godward LLP. | |
| 23.1 | Consent of Ernst & Young LLP, Independent Auditors. | |
| 23.2 | Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1. |
| This ‘S-3MEF’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 6/29/01 | 424B1, 8-K | ||
| 6/28/01 | S-3/A | |||
| List all Filings | ||||