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As filed with the Securities and Exchange Commission on September 23, 1996
Registration No. 333-1618
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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BIOCRYST PHARMACEUTICALS, INC.
(Exact name of Registrant as specified in its charter)
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DELAWARE 62-1413174
(State or other (I.R.S. Employer
jurisdiction Identification Number)
of incorporation or
organization)
2190 PARKWAY LAKE DRIVE, BIRMINGHAM, ALABAMA 35244
(205) 444-4600
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
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CHARLES E. BUGG, PH.D.
CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
BIOCRYST PHARMACEUTICALS, INC.
2190 Parkway Lake Drive
Birmingham, Alabama 35244
(205) 444-4600
(Name, address, including zip code, and telephone number, including
area code, of agent for service of process)
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COPIES TO:
RICHARD R. PLUMRIDGE, ESQ.
LUCI STALLER ALTMAN, ESQ.
BROBECK, PHLEGER & HARRISON LLP
1301 Avenue of the Americas
New York, New York 10019
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
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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, check the following box and
list the Securities Act registration statement number of 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 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. / /
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BioCryst Pharmaceuticals, Inc. (the "Company") contemplates
an underwritten public offering of up to 2,300,000 shares of the
Company's Common Stock, $.01 par value (the "Common Stock"),
registered on Form S-3, Registration Statement No. 333-07183 (the
"Offering"). In connection with the Offering, upon the advice of
the underwriters for the Offering (the "Underwriters"), the
Company, hereby deregisters the 848,333 shares of Common Stock
registered on this Registration Statement No. 333-1618,
originally filed on February 23, 1996 ("Registration Statement
No. 333-1618") effective on the date hereof. The reason for the
withdrawal is the Underwriters' belief that an effective
Registration Statement No. 333-1618 could jeopardize the success
of the Offering as sales of Common Stock under such Registration
Statement could negatively impact the market for the Common
Stock. The Company hereby confirms that no securities that are
registered under Registration Statement No. 333-1618 have been
sold to any person.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth an estimate of the expenses to be incurred
by the Company in connection with the issuance and distribution of the
securities being registered:
Amount to
Be Paid
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Registration Fee -- SEC . . . . . . . . . . . . . . . . . . . . $ 2,816
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . . 25,000
Accounting Fees and Expenses . . . . . . . . . . . . . . . . . 5,500
Blue Sky Fees and Expenses . . . . . . . . . . . . . . . . . . 2,500
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . 1,684
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Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $37,500
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ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of Delaware General Corporation Law authorizes a court to award
or a corporation's Board of Directors to grant indemnification to directors and
officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended (the "Act").
Article Eight of the Registrant's Composite Certificate of Incorporation
provides for indemnification of its directors and officers and permissible
indemnification of employees and other agents to the maximum extent permitted by
the Delaware General Corporation Law. The Selling Stockholders have agreed to
indemnify officers, directors and controlling persons of the Registrant against
certain liabilities, including liabilities under the Securities Act under
certain circumstances. The Company has liability insurance for its Directors
and Officers.
ITEM 16. EXHIBITS
The following is a list of Exhibits filed as part of the Registration
Statement:
4.1 Specimen certificate for shares of the Registrant's Common Stock,
incorporated herein by reference to Exhibit 4.1 to Registration Statement
No. 33-73868.
4.2 Provisions of the Composite Certificate of Incorporation and By-Laws of
the Registrant defining rights of holders of Common Stock of the
Registrant, incorporated herein by reference to Exhibits 3.1 and 3.2 to
the Company's Form 10-Q for the second quarter ending June 30, 1995 dated
August 11, 1995.
5.* Opinion and Consent of Brobeck, Phleger & Harrison LLP.
23.1* Consent of Ernst & Young LLP, independent public accountants.
23.2* Consent of Brobeck, Phleger & Harrison LLP (included in the opinion filed
as Exhibit 5).
24.* Powers of Attorney.
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* Previously filed.
ITEM 17. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the Delaware General Corporation Law, the Composite Certificate of
Incorporation of the Registrant, the Bylaws of the Registrant, 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
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in the Act, 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 hereunder, the Registrant will,
unless in the opinion of 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 Act and
will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned Registrant hereby undertakes that, for purposes of deter-
mining 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, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities and 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.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
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 shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act,
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, as amended, 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 Post-
Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Birmingham,
State of Alabama, on this 24th day of September, 1996.
BIOCRYST PHARMACEUTICALS, INC.
By: *
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Charles E. Bugg
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to the Registration Statement has been
signed by the following persons in the capacities indicated on September 24,
1996:
SIGNATURE TITLE(S)
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* Chairman, President, Chief
------------------------ Executive Officer and Director
(Charles E. Bugg)
* Executive Vice President,
------------------------ Secretary, Chief Scientific Officer
(John A. Montgomery) and Director
/s/ RONALD E. GRAY Chief Financial Officer (Principal
------------------------ Financial and Accounting Officer)
(Ronald E. Gray)
* Director
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(William W. Featheringill)
* Director
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(Edwin A. Gee)
* Director
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(Zola P. Horovitz)
* Director
------------------------
(Lindsay A. Rosenwald)
* Director
------------------------
(Joseph H. Sherrill,
Jr.)
* Director
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(William M. Spencer,
III)
* Director
------------------------
(Randolph C. Steer)
*By /s/ RONALD E. GRAY
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Ronald E. Gray
ATTORNEY-IN-FACT
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