SEC Info - Biomarin Pharmaceutical Inc - ‘S-3MEF’ on 12/7/01

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Biomarin Pharmaceutical Inc – ‘S-3MEF’ on 12/7/01

On: Friday, 12/7/01 · Effective: 12/7/01 · Accession #: 912057-1-542377 · File #: 333-74706

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/07/01  Biomarin Pharmaceutical Inc       S-3MEF     12/07/01    4:101K                                   Merrill Corp/FA

Registration of Additional Securities — Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3MEF      Registration of Additional Securities                  6     34K 
 2: EX-1.1      Underwriting Agreement                                34    123K 
 3: EX-5.1      Opinion re: Legality                                   2      9K 
 4: EX-23.2     Consent of Experts or Counsel                          1      5K

S-3MEF — Registration of Additional Securities
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Exhibits Indemnification of Directors and Officers Other Expenses of Issuance and Distribution Undertakings
1	1st Page - Filing Submission
3	Item 14. Other Expenses of Issuance and Distribution
"	Item 15. Indemnification of Directors and Officers
4	Item 16. Exhibits
"	Item 17. Undertakings

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 7, 2001

                                          REGISTRATION NO. 333
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------

FORM S-3
REGISTRATION STATEMENT
UNDER 
THE SECURITIES ACT OF 1933

------------------------------

BIOMARIN PHARMACEUTICAL INC.
(Exact name of registrant as specified in its charter)

                                                                [Download Table]
                                                                       
            DELAWARE                                    68-0397820     
  (State or other jurisdiction                       (I.R.S. Employer  
of incorporation or organization)                   Identification No.)

------------------------------

371 BEL MARIN KEYS BOULEVARD, SUITE 210 
NOVATO, CALIFORNIA 94949
(415) 884-6700
(Address, including zip code, and telephone number, 
including area code, of registrant's principal executive offices) 

------------------------------

RAYMOND W. ANDERSON 
CHIEF FINANCIAL OFFICER 
BIOMARIN PHARMACEUTICAL INC.
371 BEL MARIN KEYS BOULEVARD, SUITE 210 
NOVATO, CALIFORNIA 94949
(415) 884-6700
(Name, address, including zip code, and telephone number, including area code,
of agent for service) 

------------------------------

COPIES OF ALL COMMUNICATIONS, INCLUDING ALL COMMUNICATIONS SENT TO THE AGENT FOR
SERVICE, SHOULD BE SENT TO: 

                                                                [Download Table]
                                                                              
     SIOBHAN MCBREEN BURKE, ESQ.                    DONALD J. MURRAY, ESQ.    
PAUL, HASTINGS, JANOFSKY & WALKER LLP                DEWEY BALLANTINE LLP     
 555 SOUTH FLOWER STREET, 23RD FLOOR              1301 AVENUE OF THE AMERICAS 
 LOS ANGELES, CALIFORNIA 90071-2371              NEW YORK, NEW YORK 10019-6092
           (213) 683-6000                               (212) 259-8000        
     FACSIMILE: (213) 627-0705                    FACSIMILE: (212) 259-6333   

------------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:    As soon as  
practicable after the effective date of this Registration Statement.            

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, 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, please check the following box and list
the Securities Act registration statement number of the earlier effective       
registration statement for the same offering. /X/ Registration No. 333-73136    

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 delivery of the prospectus is expected to be made pursuant to Rule 434 under 
the Securities Act, please check the following box. / /                         
------------------------------

CALCULATION OF REGISTRATION FEE 

                                                        [Enlarge/Download Table]

                                                AMOUNT OF     PROPOSED MAXIMUM    PROPOSED MAXIMUM                   
           TITLE OF EACH CLASS OF             SHARES TO BE   OFFERING PRICE PER  AGGREGATE OFFERING      AMOUNT OF   
         SECURITIES TO BE REGISTERED          REGISTERED(1)         SHARE               PRICE        REGISTRATION FEE
                                                                                                                     
Common Stock, $.001 par value per share......   1,150,000          $12.00            $13,800,000          $3,299     

(1) Includes 150,000 shares subject to the underwriter's over-allotment option. 
--------------------------------------------------------------------------------
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EXPLANATORY NOTE

This Registration Statement is being filed to register an additional    
1,150,000 shares of common stock, $.001 par value per share, of BioMarin        
Pharmaceutical Inc., pursuant to Rule 462(b) under the Securities Act of 1933.  
The contents of the Registration Statement on Form S-3 (File No. 333-73136),    
which was declared effective by the Securities and Exchange Commission on       
December 6, 2001, are incorporated in this Registration Statement by reference. 

CERTIFICATION 

   BioMarin Pharmaceutical Inc. hereby certifies to the Commission that it has
instructed its bank to pay the Commission the filing fee of $3,299 for the      
additional securities being registered hereby as soon as practicable (but in any
event no later than the close of business on December 7, 2001); that it will not
revoke such instructions; that it has sufficient funds in the relevant account  
to cover the amount of the filing fee; and that it undertakes to confirm receipt
of such instructions by the bank by no later than December 7, 2001.             

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PART II 

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION                            

The following table sets forth the costs and expenses to be paid by the 
registrant in connection with the sale of the common stock being registered:    

                                                                [Download Table]
                                                                      
Securities and Exchange Commission registration fee.........  $  3,299
Legal fees and expenses.....................................  $ 10,000
Accountants' fees and expenses..............................  $  5,000
NASD filing fee.............................................  $  1,880
Printing fees...............................................  $  5,000
NASDAQ listing fee..........................................  $    -0-
Transfer agent fees.........................................  $  5,000
Miscellaneous...............................................  $  4,821
                                                              --------
Total.......................................................  $ 35,000
                                                              ========

The foregoing items, except for the Securities and Exchange Commission  
registration fee, are estimated.                                                

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS                              

  Reference is made to the Amended and Restated Certificate of Incorporation
with the Registrant; the Bylaws of the Registrant; Section 145 of the Delaware  
General Corporation Law; which, among other things, and subject to certain      
conditions, authorize the Registrant to indemnify, or indemnify by their terms, 
as the case may be, the directors and officers of the Registrant against certain
liabilities and expenses incurred by such persons in connection with claims made
by reason of their being such a director or officer. Pursuant to this authority,
the Registrant has entered into an indemnification agreement with each director 
and executive officer, whereby the Registrant has agreed to cover the           
indemnification obligations.                                                    

The Registrant maintains directors' and officers' insurance providing   
indemnification against certain liabilities for certain of the Registrant's     
directors, officers, affiliates, partners or employees.                         

The indemnification provisions in the Registrant's Bylaws, and the      
indemnification agreements entered into between the Registrant and its directors
and executive officers, may be sufficiently broad to permit indemnification of  
the Registrant's officers and directors for liabilities arising under the Act.  

   Reference is made to the following documents incorporated by reference into
this Registration Statement regarding relevant indemnification provisions       
described above and elsewhere herein: (1) the Amended and Restated Certificate  
of Incorporation, filed as Exhibit 3.1B to Registrant's Amendment No. 2 to      
Registration Statement on Form S-1 filed with the Securities and Exchange       
Commission on July 6, 1999; (2) the Registrant's Bylaws filed as Exhibit 3.1 to 
Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001,
and (3) the form of Indemnification Agreement entered into by the Registrant    
with each of its directors and executive officers filed as Exhibit 10.1 to      
Registrant's Registration Statement on Form S-1 filed with the Securities and   
Exchange Commission on May 4, 1999, each incorporated by reference into this    
Registration Statement.                                                         

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ITEM 16. EXHIBITS                                                               

                                                                [Download Table]

     Exhibit No.                         Description of Document                   
---------------------  ------------------------------------------------------------
                                                                                   
         1.1           Form of Underwriting Agreement (filed herewith)             

         5.1           Opinion of Paul, Hastings, Janofsky & Walker LLP (filed     
                       herewith)                                                   

        23.1           Consent of Paul, Hastings, Janofsky & Walker LLP (included  
                       with Exhibit 5.1)                                           

        23.2           Consent of Arthur Andersen LLP (filed herewith)             

        24.1           Power of Attorney (included with signature page)            

---------                                                                       

ITEM 17. UNDERTAKINGS                                                           

The undersigned Registrant hereby undertakes that, for purposes of      
determining any liability under the Securities Act of 1933, each filing of the  
Registrant's annual report pursuant to section 13(a) or section 15(d) of the    
Securities Exchange Act of 1934 (and, when applicable, each filing of an        
employee benefit plan's annual report pursuant to section 15(d) of the          
Securities Exchange Act of 1934) that is incorporated by reference in the       
registration statement shall be deemed to be a new registration statement       
relating to the securities offered therein, and the offering of such securities 
at that time shall be deemed to be the initial bona fide offering thereof.      

   Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the 
Registrant pursuant to the provisions described in Item 15, or otherwise, the   
Registrant has been advised that in the opinion of the Securities and Exchange  
Commission such indemnification is against public policy as expressed in the    
Securities Act of 1933, and is, therefore, unenforceable. In the event that a   
claim for indemnification against such liabilities (other than the payment by   
the Registrant of expenses incurred or paid by a director, officer or           
controlling person of the Registrant in the successful defense of any action,   
suit or proceeding) is asserted by such director, officer or controlling person 
in connection with the securities being registered, the Registrant will, unless 
in the opinion of its counsel the matter has been settled by controlling        
precedent, submit to a court of appropriate jurisdiction the question whether   
such indemnification by it is against public policy as expressed in the         
Securities Act of 1933 and will be governed by the final adjudication of such   
issue.                                                                          

  The undersigned Registrant undertakes that: (1) for purpose of determining
any liability under the Securities Act of 1933, the information omitted from the
form of prospectus filed as part of the registration statement in reliance upon 
Rule 430A and contained in a form of prospectus filed by the Registrant pursuant
to Rule 424(b) (1) or (4) or 497(h) under the Securities Act of 1933 shall be   
deemed to be part of the registration statement as of the time it was declared  
effective; and (2) for the purpose of determining any liability under the       
Securities Act of 1933, each post-effective amendment that contains a form of   
prospectus shall be deemed to be a new registration statement relating to the   
securities offered therein, and the offering of such securities at that time    
shall be deemed to be the initial bona fide offering thereof.                   

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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-3 and has duly caused this Registration       
Statement to be signed on its behalf by the undersigned, thereunto duly         
authorized in the City of Novato, State of California, this 7th day of December,
2001.                                                                           

                                                                [Download Table]
                                              
BIOMARIN PHARMACEUTICAL INC.                  

By:  /s/ FREDRIC D. PRICE                     
     -----------------------------------------
     Fredric D. Price                         
     Chairman, Chief Executive Officer and    
     Director (Principal Executive Officer)   

POWER OF ATTORNEY 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears    
below constitutes and appoints Fredric D. Price and Raymond W. Anderson as such 
persons' true and lawful attorneys-in-fact and agents, with full power of       
substitution and resubstitution, for such person and in such person's name,     
place and stead, in any and all capacities, to sign any and all amendments      
(including post-effective amendments) to this Registration Statement, and to    
file the same, with all exhibits thereto, and other documents in connection     
therewith, with the Securities and Exchange Commission and any other regulatory 
authority, granting unto said attorneys-in-fact and agents, full power and      
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as such
person might or could do in person, hereby ratifying and confirming all that    
said attorneys-in-fact and agents, or such persons' substitute or substitutes,  
may lawfully do or cause to be done by virtue hereof.     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:                                                                

                                                        [Enlarge/Download Table]

                 SIGNATURE                              TITLE                  DATE      
                 ---------                              -----                  ----      
                                                                                         
           /s/ FREDRIC D. PRICE                                                          
-------------------------------------------  Chairman, Chief Executive   December 7, 2001
             Fredric D. Price                  Officer and Director                      
                                             (Principal Executive                        
                                             Officer)                                    

          /s/ RAYMOND W. ANDERSON                                                        
-------------------------------------------  Chief Financial Officer,    December 7, 2001
            Raymond W. Anderson              Chief   Operating Officer,                  
                                             Secretary,   and Vice                       
                                             President Finance   and                     
                                             Administration                              
                                             (Principal Financial and                    
                                               Accounting Officer)                       

       /s/ PHYLLIS I. GARDNER, M.D.                                                      
-------------------------------------------  Director                    December 7, 2001
         Phyllis I. Gardner, M.D.                                                        

              /s/ ERICH SAGER                                                            
-------------------------------------------  Director                    December 7, 2001
                Erich Sager                                                              

           /s/ GWYNN R. WILLIAMS                                                         
-------------------------------------------  Director                    December 7, 2001
             Gwynn R. Williams                                                           

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EXHIBIT INDEX 

                                                                [Download Table]

Exhibit No.   Description of Document                                   
-----------   -----------------------                                   
                                                                        
         1.1  Form of Underwriting Agreement (filed herewith)           

         5.1  Opinion of Paul, Hastings, Janofsky & Walker LLP (filed   
              herewith)                                                 

        23.1  Consent of Paul, Hastings, Janofsky & Walker LLP (Included
              with Exhibit 5.1)                                         

        23.2  Consent of Arthur Andersen LLP (filed herewith)           

        24.1  Power of Attorney (included with signature page)

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘S-3MEF’ Filing	Date	First	Last	Other Filings

Filed on / Effective on:	12/7/01	1	5	424B1
	12/6/01	2
	3/31/01	3		10-Q
	7/6/99	3		S-1/A
	5/4/99	3		S-1
				List all Filings

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Filing Submission 0000912057-01-542377 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Biomarin Pharmaceutical Inc – ‘S-3MEF’ on 12/7/01

On: Friday, 12/7/01 · Effective: 12/7/01 · Accession #: 912057-1-542377 · File #: 333-74706

Registration of Additional Securities — Form S-3Filing Table of Contents

S-3MEF — Registration of Additional SecuritiesDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Registration of Additional Securities — Form S-3
Filing Table of Contents

S-3MEF — Registration of Additional Securities
Document Table of Contents