AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 28, 2000
REGISTRATION NO. 333-96127
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 4
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
RIGEL PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 8731 94-3248524
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Classification Identification No.)
organization) Code Number)
240 EAST GRAND AVENUE
SOUTH SAN FRANCISCO, CALIFORNIA 94080
(650) 624-1100
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
------------------------------
JAMES M. GOWER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
RIGEL PHARMACEUTICALS, INC.
240 EAST GRAND AVENUE
SOUTH SAN FRANCISCO, CALIFORNIA 94080
(650) 624-1100
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------
COPIES TO:
PATRICK A. POHLEN, ESQ. RICHARD R. PLUMRIDGE, ESQ.
COOLEY GODWARD LLP JEFF T. HARRIS, ESQ.
FIVE PALO ALTO SQUARE ARUN JHA, ESQ.
3000 EL CAMINO REAL BROBECK, PHLEGER & HARRISON LLP
PALO ALTO, CA 94306-2155 370 INTERLOCKEN BLVD., SUITE 500
(650) 843-5000 BROOMFIELD, CO 80021
(303) 410-2000
------------------------------
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE 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. / /
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
number 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 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, check
the following box. / /
------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
EXPLANATORY NOTE
This Amendment No. 4 to Form S-1 Registration Statement is being filed for
the sole purpose of filing additional exhibits as per Item 16(a) of Part II.
- --------------------------------------------------------------------------------
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than the
underwriting discounts payable by us, in connection with the sale of common
stock being registered. All amounts are estimates except the SEC registration
fee, the NASD filing fee and the Nasdaq National Market listing fee.
SEC registration fee........................................ $ 32,789
NASD filing fee............................................. $ 1,000
Nasdaq National Market listing fee.......................... $ 95,000
Blue Sky Fees and Expenses.................................. $ 18,000
Transfer Agent and Registrar fees........................... $ 3,500
Accounting fees and expenses................................ $ 215,000
Legal fees and expenses..................................... $ 450,000
Printing and engraving costs................................ $ 180,000
Miscellaneous expenses...................................... $ 4,711
Total................................................... $1,000,000
==========
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by Delaware law, our amended and restated certificate of
incorporation provides that no director of ours will be personally liable to us
or our stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability:
- - for any breach of duty of loyalty to us or to our stockholders;
- - for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law;
- - for unlawful payment of dividends or unlawful stock repurchases or
redemptions under Section 174 of the Delaware General Corporation Law; or
- - for any transaction from which the director derived an improper personal
benefit.
Our amended and restated certificate of incorporation further provides that we
must indemnify our directors and executive officers and may indemnify our other
officers and employees and agents to the fullest extent permitted by Delaware
law. We believe that indemnification under our amended and restated certificate
of incorporation covers negligence and gross negligence on the part of
indemnified parties.
We have entered into indemnification agreements with each of our directors and
certain officers. These agreements, among other things, require us to indemnify
each director and officer for certain expenses including attorneys' fees,
judgments, fines and settlement amounts incurred by any such person in any
action or proceeding, including any action by or in the right of Rigel, arising
out of the person's services as our director or officer, any subsidiary of ours
or any other company or enterprise to which the person provides services at our
request.
The underwriting agreement (Exhibit 1.1) will provide for indemnification by the
underwriters of Rigel, our directors, our officers who sign the registration
statement, and our controlling persons for some liabilities, including
liabilities arising under the Securities Act.
- --------------------------------------------------------------------------------
II-1
PART II
- --------------------------------------------------------------------------------
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
Since July 15, 1996, Rigel has sold and issued unregistered securities to a
limited number of persons, as described below. None of these transactions
involved any underwriters, underwriting discounts or commissions, or any public
offering, and Rigel believes that each transaction was exempt from the
registration requirements of the Securities Act by virtue of Section 4(2)
thereof, Regulation D promulgated thereunder or Rule 701 pursuant to
compensatory benefit plans and contracts relating to compensation as provided
under Rule 701. The recipients of securities in each such transaction
represented their intention to acquire the securities for investment only and
not with a view to or for sale in connection with any distribution thereof, and
appropriate legends were affixed to the share certificates and instruments
issued in such transactions. We believe that all recipients had adequate access
to information about Rigel, through their relationships with Rigel.
Since July 15, 1996, Rigel has sold and issued the following unregistered
securities:
(1) From July 15, 1996 to January 31, 2000, we granted incentive stock options
and nonstatutory stock options to purchase an aggregate of 7,597,099 shares
of Rigel's common stock at exercise prices ranging from $0.10 to $4.50 per
share to employees, directors and consultants under the Plan. Of these stock
options 655,162 shares have been canceled without being exercised, 588,334
shares have been exercised, 2,500 shares have been repurchased and 6,108,603
shares remain outstanding.
(2) In July 1996 and January 1997, we sold an aggregate of 2,860,000 shares of
our common stock to five purchasers at a purchase price of $0.001 per share,
350,000 shares of which we repurchased.
(3) From July 1996 to January 1997, we sold an aggregate of 665,000 shares of
our Series A preferred stock to four purchasers at a purchase price of $0.10
per share.
(4) In January 1997, we sold an aggregate of 7,500,000 shares of our Series B
preferred stock to nine purchasers at a purchase price of $0.80 per share.
(5) In May 1997, we issued a warrant to purchase 175,000 shares of our Series B
preferred stock at a purchase price of $0.80 per share.
(6) From November 1997 to January 1998, we sold an aggregate of 7,406,843 shares
of our Series C preferred stock to twelve purchasers at a purchase price of
$1.14 per share.
(7) In June 1998, we issued a warrant to purchase 131,578 shares of Series C
preferred stock at an exercise price of $1.14 per share.
(8) From December 1998 to May 1999, we sold an aggregate of 6,481,864 shares of
our Series D preferred stock to ten purchasers at a purchase price of $2.00
per share.
(9) In December 1998, we issued five warrants to purchase an aggregate of
191,100 shares of Series D preferred stock at an exercise price of $2.00 per
share, of which 180 shares have been exercised.
(10) On February 3, 2000, we sold an aggregate of 2,508,330 shares of our
Series E preferred stock to thirteen purchasers at a purchase price of $6.00
per share, and issued 50,000 shares of Series E preferred stock to one
entity for a license for technology.
- --------------------------------------------------------------------------------
II-2
PART II
- --------------------------------------------------------------------------------
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
1.1 Form of Underwriting Agreement.
3.1* Amended and Restated Certificate of Incorporation of Rigel
to be filed upon the closing of the offering made pursuant
to this Registration Statement.
3.2* Amended and Restated Bylaws of Rigel to be filed upon the
closing of the offering made pursuant to this Registration
Statement.
4.1* Specimen Common Stock Certificate.
4.2* Amended and Restated Investor Rights Agreement, dated
February 3, 2000, between Rigel and holders of Rigel's
Series B, Series C, Series D and Series E preferred stock.
4.3* Form of warrant to purchase shares of common stock.
4.4* Warrant issued to Lighthouse Capital Partners II, L.P. for
purchase of shares of Series B preferred stock.
4.5* Warrant issued to Lighthouse Capital Partners II, L.P. for
purchase of shares of Series C preferred stock.
4.6* Form of warrant to purchase shares of Series D preferred
stock.
5.1* Opinion of Cooley Godward LLP.
10.1* Form of Indemnity Agreement.
10.2* 2000 Equity Incentive Plan.
10.3* Form of Stock Option Agreement pursuant to 2000 Equity
Incentive Plan.
10.4* 2000 Employee Stock Purchase Plan.
10.5* 2000 Non-Employee Directors' Stock Option Plan.
10.6 Collaboration Agreement between Rigel and Janssen
Pharmaceutica N.V., dated December 4, 1998.
10.7 Collaborative Research and License Agreement between Rigel
and Pfizer Inc., dated January 31, 1999.
10.8 Collaboration Agreement between Rigel and Novartis Pharma
AG, dated May 26, 1999.
10.9 ++ License and Research Agreement between Rigel and Cell
Genesys, Inc., dated September 2, 1999.
10.10* Collaborative Research and Development Agreement between
Rigel and Neurocrine Biosciences, Inc., dated
December 1997.
10.11* Employment agreement between Rigel and Donald Payan, dated
January 16, 1997.
10.12* Lease between Rigel and Britannia Pointe Grand Limited
Partnership, dated June 2, 1998.
23.1* Consent of Ernst & Young LLP, Independent Auditors.
23.2* Consent of Cooley Godward LLP (included in Exhibit 5.1).
24.1* Power of Attorney
27.1* Financial Data Schedule.
- ---------
* Previously filed.
++ Confidential treatment requested as to specific portions, which portions are
omitted and filed separately with the Securities and Exchange Commission.
ITEM 17. UNDERTAKINGS
The registrant hereby undertakes to provide to the Underwriters at the closing
specified in the Underwriting Agreement certificates in such denominations and
registered in such names as required by the Underwriters to permit prompt
delivery to each purchaser.
- --------------------------------------------------------------------------------
II-3
PART II
- --------------------------------------------------------------------------------
Insofar as indemnification by the registrant for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions referenced in Item 14 of this
Registration Statement 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, 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 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 and will be governed by
the final adjudication of such issue.
The registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act, 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.
- --------------------------------------------------------------------------------
II-4
- --------------------------------------------------------------------------------
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Amendment No. 4 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of South San Francisco, State of California, on the 28th day of March,
2000.
RIGEL PHARMACEUTICALS, INC.
By: /s/ JAMES M. GOWER
--------------------------------------------
James M. Gower
CHIEF EXECUTIVE OFFICER
SIGNATURE TITLE DATE
- ----------------------------------------------------------------------------------------------------
/s/ JAMES M. GOWER President, Chief Executive Officer and
- --------------------------------- Director (Principal Executive March 28, 2000
James M. Gower Officer)
Senior Vice President, Chief Financial
/s/ BRIAN C. CUNNINGHAM Officer, Chief Operating Officer and
- --------------------------------- Secretary (Principal Finance and March 28, 2000
Brian C. Cunningham Accounting Officer)
/s/ DONALD G. PAYAN
- --------------------------------- Executive Vice President, Chief March 28, 2000
Donald G. Payan Scientific Officer and Director
/s/ JEAN DELEAGE
- --------------------------------- Director March 28, 2000
Jean Deleage
/s/ ALAN D. FRAZIER
- --------------------------------- Director March 28, 2000
Alan D. Frazier
/s/ WALTER H. MOOS
- --------------------------------- Director March 28, 2000
Walter H. Moos
/s/ STEPHEN A. SHERWIN
- --------------------------------- Director March 28, 2000
Stephen A. Sherwin
- --------------------------------------------------------------------------------
II-5
- --------------------------------------------------------------------------------
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ---------------------------------------------------------------------------------------
1.1 Form of Underwriting Agreement.
3.1* Amended and Restated Certificate of Incorporation of Rigel
to be filed upon the closing of the offering made pursuant
to this Registration Statement.
3.2* Amended and Restated Bylaws of Rigel to be filed upon the
closing of the offering made pursuant to this Registration
Statement.
4.1* Specimen Common Stock Certificate.
4.2* Amended and Restated Investor Rights Agreement, dated
February 3, 2000, between Rigel and holders of Rigel's
Series B, Series C, Series D and Series E preferred stock.
4.3* Form of warrant to purchase shares of common stock.
4.4* Warrant issued to Lighthouse Capital Partners II, L.P. for
purchase of shares of Series B preferred stock.
4.5* Warrant issued to Lighthouse Capital Partners II, L.P. for
purchase of shares of Series C preferred stock.
4.6* Form of warrant to purchase shares of Series D preferred
stock.
5.1* Opinion of Cooley Godward LLP.
10.1* Form of Indemnity Agreement.
10.2* 2000 Equity Incentive Plan.
10.3* Form of Stock Option Agreement pursuant to 2000 Equity
Incentive Plan.
10.4* 2000 Employee Stock Purchase Plan.
10.5* 2000 Non-Employee Directors' Stock Option Plan.
10.6 Collaboration Agreement between Rigel and Janssen
Pharmaceutica N.V., dated December 4, 1998.
10.7 Collaborative Research and License Agreement between Rigel
and Pfizer Inc., dated January 31, 1999.
10.8 Collaboration Agreement between Rigel and Novartis Pharma
AG, dated May 26, 1999.
10.9 ++ License and Research Agreement between Rigel and Cell
Genesys, Inc., dated September 2, 1999.
10.10* Collaborative Research and Development Agreement between
Rigel and Neurocrine Biosciences, Inc., dated
December 1997.
10.11* Employment agreement between Rigel and Donald Payan, dated
January 16, 1997.
10.12* Lease between Rigel and Britannia Pointe Grand Limited
Partnership, dated June 2, 1998.
23.1* Consent of Ernst & Young LLP, Independent Auditors.
23.2* Consent of Cooley Godward LLP (included in Exhibit 5.1).
24.1* Power of Attorney
27.1* Financial Data Schedule.
- ---------
* Previously filed.
++ Confidential treatment requested as to specific portions, which portions are
omitted and filed separately with the Securities and Exchange Commission.