SEC Info - Theravance Inc - ‘S-1MEF’ on 10/5/04

SEC Info℠

Home

Help

Please Sign In

Theravance Inc – ‘S-1MEF’ on 10/5/04

On: Tuesday, 10/5/04, at 6:02am ET · Effective: 10/5/04 · Accession #: 1047469-4-30414 · File #s: 333-116384, 333-119527

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

10/05/04  Theravance Inc                    S-1MEF     10/05/04    3:31K                                    Merrill Corp/New/FA

Registration of Additional Securities — Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1MEF      Registration of Additional Securities               HTML     28K 
 2: EX-5.1      Opinion re: Legality                                HTML     10K 
 3: EX-23.2     Consent of Experts or Counsel                       HTML      8K

S-1MEF — Registration of Additional Securities
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Exhibit Index Explanatory Note QuickLinks Signatures Undertaking
1	1st Page - Filing Submission
"	Explanatory Note
"	Undertaking
"	Signatures
"	Exhibit Index
"	QuickLinks

This is an HTML Document rendered as filed. [ Alternative Formats ]

QuickLinks -- Click here to rapidly navigate through this document

As filed with the Securities and Exchange Commission on October 5, 2004.

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Theravance, Inc.
(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization)

2834
(Primary Standard Industrial
Classification Code Number)

94-3265960
(I.R.S. Employer
Identification Number)

901 Gateway Boulevard
South San Francisco, California 94080
(650) 808-6000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

Rick E Winningham
Chief Executive Officer
901 Gateway Boulevard
South San Francisco, California 94080
(650) 808-6000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Robert V. Gunderson, Jr., Esq. Jay K. Hachigian, Esq. David T. Young, Esq. John F. Dietz, Esq. Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP 155 Constitution Drive Menlo Park, CA 94025 (650) 321-2400		Alan F. Denenberg, Esq. Martin A. Wellington, Esq. Davis Polk & Wardwell 1600 El Camino Real Menlo Park, CA 94025 (650) 752-2000

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, as amended, 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/ 333-116384

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(1)	Proposed Maximum Aggregate Offering Price Per Share(2)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee(3)


Common Stock, $.01 par value	1,092,500	$16.00	$17,480,000	$2,214.72

(1): Includes 142,500 shares that the Underwriters have the option to purchase to cover over-allotments, if any.
(2): Based on the public offering price.
(3): This amount has been paid and is in addition to the registration fee of $12,122.66 also paid to register 5,980,000 shares to be sold to the public at $16.00 per share pursuant to Registration Statement No. 333-116384.

EXPLANATORY NOTE

This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-1 (Reg. No. 333-116384) filed by Theravance, Inc. (the "Company") with the Securities and Exchange Commission (the "Commission") on June 10, 2004, as amended, including the exhibits thereto, and declared effective by the Commission on October 4, 2004, are incorporated herein by reference. This Registration Statement also contains Exhibits 5.1 and 23.1.

UNDERTAKING

The registrant hereby undertakes and agrees to pay the registration fee for the securities registered hereunder as soon as practicable (but in any event no later than the close of the next business day following the filing of the Registration Statement). The registrant has given irrevocable wiring instructions to its bank to wire the registration fee to the Commission immediately and it will confirm receipt of such instructions by the bank during regular business hours. Registrant will have sufficient funds in its account to cover the amount of the filing fee.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in South San Francisco, California on October 5, 2004.

		THERAVANCE, INC.
		By:		* Rick E Winningham 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.

Name	Title	Date

* Rick E Winningham	Chief Executive Officer and Director (principal executive officer)	October 5, 2004
* Marty Glick	Chief Financial Officer (principal financial and accounting officer)	October 5, 2004
* P. Roy Vagelos	Director	October 5, 2004
* Julian C. Baker	Director	October 5, 2004
* Jeffrey M. Drazan	Director	October 5, 2004
* Robert V. Gunderson, Jr.	Director	October 5, 2004
* Arnold J. Levine	Director	October 5, 2004
* Ronn C. Loewenthal	Director	October 5, 2004
* Michael Mullen	Director	October 5, 2004
* William H. Waltrip	Director	October 5, 2004
* George M. Whitesides	Director	October 5, 2004
* William D. Young	Director	October 5, 2004

*By:

/s/ BRADFORD J. SHAFER

Bradford J. Shafer
Attorney-in-fact

EXHIBIT INDEX

Exhibit No.		Exhibit Index
5.1		Opinion of Gunderson Dettmer Stough Villeneuve Franklin & Hachigan, LLP
23.2		Consent of Independent Registered Public Accounting Firm
24.1*		Power of Attorney of certain directors and officers of the Registrant (included on page II-8 of the Registration Statement on Form S-1, 333-116384)

*: Incorporated by reference to the Company's Registration Statement on Form S-1, as amended, Registration No. 333-116384.

QuickLinks

EXPLANATORY NOTE
UNDERTAKING
SIGNATURES
EXHIBIT INDEX

Dates Referenced Herein and Documents Incorporated by Reference

This ‘S-1MEF’ Filing	Date	Other Filings

Filed on / Effective on:	10/5/04	3, 4, 424B4
	10/4/04	3, 3/A
	6/10/04	S-1
		List all Filings

↑Top

Filing Submission 0001047469-04-030414 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)