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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 4, 1995
REGISTRATION NO. 33-58185
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COLLAGEN CORPORATION
(exact name of registrant as specified in its charter)
DELAWARE 2500 FABER PLACE 94-2300486
(State or other jurisdiction of PALO ALTO, CALIFORNIA 94303 (I.R.S. Employer Identification No.)
incorporation (415) 856-0200
or organization) (Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
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HOWARD D. PALEFSKY
CHAIRMAN OF THE BOARD OF DIRECTORS AND CHIEF EXECUTIVE OFFICER
COLLAGEN CORPORATION
2500 FABER PLACE
PALO ALTO, CALIFORNIA 94303
(415) 856-0200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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TARGET THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 47201 LAKEVIEW BOULEVARD 95-3962471
(State or other jurisdiction of FREMONT, CALIFORNIA 94538 (I.R.S. Employer Identification No.)
incorporation (510) 440-7700
or organization) (Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
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GARY R. BANG
PRESIDENT AND CHIEF EXECUTIVE OFFICER
TARGET THERAPEUTICS, INC.
47201 LAKEVIEW BOULEVARD
FREMONT, CALIFORNIA 94538
(510) 440-7700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
Michael W. Hall Alan C. Mendelson
James L. Brock Paul B. Cleveland
David A. Garcia COOLEY GODWARD CASTRO
David C. Lee HUDDLESON & TATUM
VENTURE LAW GROUP, P.C. Five Palo Alto Square
2800 Sand Hill Road Palo Alto, CA 94306
Menlo Park, CA 94025 (415) 843-5000
(415) 854-4488
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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.
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: /X/ The securities to be offered on
a delayed or continuous basis pursuant to Rule 415 include only the shares of
Common Stock, $0.0025 par value per share, of Target Therapeutics, Inc.
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
OF SECURITIES TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE REGISTRATION FEE
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% Exchangeable Subordinated Notes of
Collagen Corporation Due 2002......... $45,000,000(1) 100% $45,000,000 (2)
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Common Stock, $0.0025 par value per
share, of Target Therapeutics,
Inc.(3)............................... -- -- -- --(4)
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(1) Includes $5,000,000 principal amount of Notes that the Underwriters have the
option to purchase from Collagen Corporation to cover over-allotments, if
any, and shares of Common Stock of Target Therapeutics, Inc. (the "Target
Common Stock") deliverable in exchange for such Notes.
(2) Previously paid.
(3) Such indeterminable number of shares of Target Common Stock as may be
required to be delivered by Collagen Corporation upon exchange of the Notes
being registered hereunder.
(4) Pursuant to Rule 457(i) and Rule 416, no additional registration fee is
required with respect to the indeterminable number of shares of Target
Common Stock deliverable upon exchange of the Notes.
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THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS 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 THIS REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(A), MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS
(a) Exhibits
EXHIBIT
NUMBER DESCRIPTION
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1.1+ Form of Underwriting Agreement.
4.1 Form of Indenture by and between Collagen and The First National Bank of Boston,
as Trustee (including Form of Note as Exhibit A).
4.2 Form of Exchange Agreement by and between Collagen and The First National Bank
of Boston, as Exchange Agent.
5.1 Opinion of Venture Law Group.
12.1+ Computation of Ratio of Earnings to Fixed Charges of Collagen.
23.1 Consent of Ernst & Young LLP (see Page II-7).
23.2+ Consent of Venture Law Group.
23.3+ Consent of Morrison & Foerster.
24.1+ Powers of Attorney of certain directors and officers of Collagen.
24.2+ Powers of Attorney of certain directors and officers of Target.
25.1+ Form T-1 Statement of Eligibility and Qualification under the Trust Indenture
Act of 1939 of the Trustee.
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+ Previously filed.
ITEM 17. UNDERTAKINGS
Target hereby undertakes (1) to file, during any period in which offers or
sales are being made, a post-effective amendment to this registration statement
and 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 purposes of
determining any liability under the Act, 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 and (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 Registrants hereby undertake that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrants' Annual Reports pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (as amended, the "Exchange Act") that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, 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
Registrants pursuant to the foregoing provisions described in Item 15 above, or
otherwise, the Registrants have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrants of expenses incurred or paid by a director, officer or
controlling person of the Registrants 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 Registrants will, unless
in the opinion of its counsel the matter has
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been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of 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 Registrants hereby undertake (1) that for purposes of
determining any liability under the Act, the information omitted from the form
of prospectus filed as part of a registrant statement in reliance upon Rule 430A
and contained in a form of prospectus filed by the Registrants pursuant to Rule
424(b)(1) or (4) or 497(h) under the Act shall be deemed to be part of this
registration statement as of the time it was declared effective and (2) that for
the purpose of determining any liability under the 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 the 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, Collagen
Corporation certifies that it has duly caused this Amendment No. 2 to
Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Palo Alto, State of
California, on the 3rd day of April, 1995.
COLLAGEN CORPORATION
By /s/ HOWARD D. PALEFSKY
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(Howard D. Palefsky, Chairman of the
Board
of Directors and Chief Executive
Officer)
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to Registration Statement on Form S-3 has been signed below by the
following persons in the capacities indicated on the 3rd day of April, 1995.
SIGNATURE TITLE DATE
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/s/ HOWARD D. PALEFSKY Chairman of the Board and Chief April 3, 1995
- ------------------------------------- Executive Officer (Principal
(Howard D. Palefsky) Executive Officer)
/s/ GARY S. PETERSMEYER* President, Chief Operating April 3, 1995
- ------------------------------------- Officer and Director
(Gary S. Petersmeyer)
/s/ DAVID FOSTER Vice President, Finance and MIS, April 3, 1995
- ------------------------------------- and Chief Financial Officer
(David Foster) (Principal Financial and
Accounting Officer)
/s/ REID W. DENNIS* Chairman Emeritus of the Board April 3, 1995
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(Reid W. Dennis)
/s/ ANNE L. BAKAR* Director April 3, 1995
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(Anne L. Bakar)
/s/ JOHN R. DANIELS* Director April 3, 1995
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(John R. Daniels)
/s/ WILLIAM G. DAVIS* Director April 3, 1995
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(William G. Davis)
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SIGNATURE TITLE DATE
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/s/ CRAIG W. JOHNSON* Director April 3, 1995
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(Craig W. Johnson)
/s/ TERRY R. KNAPP, M.D.* Director April 3, 1995
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(Terry R. Knapp, M.D.)
/s/ MICHAEL F. MEE* Director April 3, 1995
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(Michael F. Mee)
/s/ RODNEY PERKINS, M.D.* Director April 3, 1995
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(Rodney Perkins, M.D.)
/s/CORNELIUS W. PETTINGA, PH.D.* Director April 3, 1995
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(Cornelius W. Pettinga, Ph.D.)
/s/ ROGER H. SALQUIST* Director April 3, 1995
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(Roger H. Salquist)
*By: /s/ HOWARD D. PALEFSKY
(Howard D. Palefsky,
Attorney-in-Fact)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Target
Therapeutics, Inc. has duly caused this Amendment No. 2 to Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Fremont, State of California, on the 3rd day of
April, 1995.
TARGET THERAPEUTICS, INC.
By /s/ GARY R. BANG
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(Gary R. Bang,
President and Chief Executive
Officer)
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to Registration Statement on Form S-3 has been signed below by the
following persons in the capacities indicated on the 3rd day of April, 1995.
SIGNATURE TITLE DATE
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/s/ GARY R. BANG President and Chief Executive April 3, 1995
- ------------------------------------- Officer (Principal Executive
(Gary R. Bang) Officer)
/s/ A. LARRY TANNENBAUM Vice President, Finance and April 3, 1995
- ------------------------------------- Administration (Principal
(A. Larry Tannenbaum) Financial and Accounting
Officer), Chief Financial Officer
and Assistant Secretary
/s/ CHARLES M. STROTHER* Director April 3, 1995
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(Charles M. Strother)
/s/ WILLIAM G. DAVIS* Director April 3, 1995
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(William G. Davis)
/s/ KATHLEEN MURRAY* Director April 3, 1995
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(Kathleen Murray)
/s/ HOWARD D. PALEFSKY* Director April 3, 1995
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(Howard D. Palefsky)
/s/ RICHARD D. RANDALL* Director April 3, 1995
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(Richard D. Randall)
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SIGNATURE TITLE DATE
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/s/ JOHN C. VILLFORTH* Director April 3, 1995
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(John C. Villforth)
*By /s/ GARY R. BANG
(Gary R. Bang, Attorney-in-Fact)
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EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Experts,"
"Selected Consolidated Financial Data of Collagen" and "Selected Consolidated
Financial Data of Target" and to the use of our report dated August 3, 1994,
with respect to the consolidated financial statements of Collagen Corporation,
and our report dated April 27, 1994, with respect to the consolidated financial
statements of Target Therapeutics, Inc., included in Amendment No. 2 to the
joint Registration Statement (Form S-3) of Collagen Corporation and Target
Therapeutics, Inc.
We also consent to the incorporation by reference therein of our report
with respect to the financial statement schedules of Collagen Corporation for
the years ended June 30, 1994, 1993 and 1992 included in the Annual Report (Form
10-K) for 1994 of Collagen Corporation and of our report with respect to the
financial statement schedules of Target Therapeutics, Inc. for the years ended
March 31, 1994, 1993 and 1992 included in the Annual Report (Form 10-K) for 1994
of Target Therapeutics, Inc., both filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
Palo Alto, California
April 3, 1995
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COLLAGEN CORPORATION AND TARGET THERAPEUTICS, INC.
EXHIBIT INDEX
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
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1.1+ Form of Underwriting Agreement...........................................
4.1 Form of Indenture by and between Collagen and The First National Bank of
Boston, as Trustee (including Form of Note as Exhibit A).................
4.2 Form of Exchange Agreement by and between Collagen and The First National
Bank of Boston, as Exchange Agent........................................
5.1 Opinion of Venture Law Group.............................................
12.1+ Computation of Ratio of Earnings to Fixed Charges of Collagen............
23.1 Consent of Ernst & Young LLP (see Page II-7).............................
23.2+ Consent of Venture Law Group.............................................
23.3+ Consent of Morrison & Foerster...........................................
24.1+ Powers of Attorney of certain directors and officers of Collagen.........
24.2+ Powers of Attorney of certain directors and officers of Target...........
25.1+ Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of the Trustee.....................................
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+ Previously filed.