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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 16, 1997
REGISTRATION NO. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CELTRIX PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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DELAWARE 2834 94-3121462
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
3055 PATRICK HENRY DRIVE
SANTA CLARA, CALIFORNIA 95054-1815
(408) 988-2500
(Address, Including Zip Code, and Telephone Number, Including Area
Code, of Registrant's Principal Executive Offices)
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ANDREAS SOMMER, PH.D.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
3055 PATRICK HENRY DRIVE
SANTA CLARA, CALIFORNIA 95054-1815
(408) 988-2500
(Name, Address Including Zip Code, and Telephone Number
Including Area Code, of Agent for Service)
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COPIES TO:
Craig W. Johnson
Edmund S. Ruffin, Jr.
VENTURE LAW GROUP
A Professional Corporation
2800 Sand Hill Road
Menlo Park, CA 94025
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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, check the following box. |X|
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. [ ] _______________
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. [ ]
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PRICE PER UNIT OFFERING PRICE (1) REGISTRATION FEE
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Common Stock, par value $0.01 8,582,810 $2.31 $19,826,291 $6,008
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(1) Estimated solely for the purpose of computing the amount of the registration
fee based on the average of the high and low price of the Common Stock
as reported on the Nasdaq National Market on May 13, 1997 pursuant to Rule
457(c).
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 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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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED MAY 16, 1997
CELTRIX PHARMACEUTICALS, INC.
8,582,810 SHARES
COMMON STOCK
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THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. SEE
"RISK FACTORS" ON PAGE 4 OF THIS PROSPECTUS FOR INFORMATION THAT SHOULD BE
CONSIDERED BY PROSPECTIVE INVESTORS.
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All references herein to "Celtrix" or the "Company" mean Celtrix
Pharmaceuticals, Inc. unless otherwise indicated by the context.
The 8,582,810 shares of Celtrix Pharmaceuticals, Inc. Common Stock,
$.01 par value, covered by this Prospectus (the "Shares") are offered for the
account of certain stockholders of the Company (the "Selling Stockholders"). The
Shares were issued (or are issuable upon exercise of warrants issued) to the
Selling Stockholders in connection with a private placement of Company Common
Stock and warrants to purchase Common Stock (the "Warrants") on April 1, 1997
(the "Private Placement"). For additional information concerning this Private
Placement, see "Issuance of Common Stock and Warrants to Selling Stockholders."
The Selling Stockholders may sell the Shares from time to time on the Nasdaq
National Market in regular brokerage transactions, in transactions directly with
market makers or in certain privately negotiated transactions. See "Plan of
Distribution." Each Selling Stockholder has advised the Company that no sale or
distribution other than as disclosed herein will be effected until after this
Prospectus shall have been appropriately amended or supplemented, if required,
to set forth the terms thereof. The Company will not receive any proceeds from
the sale of the Shares by the Selling Stockholders.
Each of the Selling Stockholders may be deemed to be an "Underwriter,"
as such term is defined in the Securities Act of 1933, as amended (the
"Securities Act").
On May 15, 1997, the last sale price of the Company's Common Stock on
the Nasdaq National Market was $2.25 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
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UNDERWRITING PROCEEDS TO
PRICE TO DISCOUNTS AND SELLING STOCKHOLDERS
PUBLIC COMMISSIONS(1) SHAREHOLDERS(1)
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Per Share...................... See Text Above See Text Above See Text Above
Total..........................
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(1) All expenses of registration of the Shares, estimated to be
approximately $611,008 shall be borne by the Company. Selling
commissions, brokerage fees, any applicable stock transfer taxes and
any fees and disbursements of counsel to the Selling Stockholders are
payable individually by the Selling Stockholders.
The date of this Prospectus is May 16, 1997
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No person is authorized in connection with any offering made hereby to give any
information or to make any representation not contained in this Prospectus, and,
if given or made, such information or representation must not be relied upon as
having been authorized by the Company or the Selling Stockholders. This
Prospectus does not constitute an offer to sell or a solicitation of an offer to
buy any security other than the shares of Common Stock offered hereby, nor does
it constitute an offer to sell or a solicitation of an offer to buy any of the
shares offered hereby to any person in any jurisdiction in which it is unlawful
to make such an offer or solicitation. Neither the delivery of this Prospectus
nor any sale made hereunder shall under any circumstances create any implication
that the information contained herein is correct as of any time subsequent to
the date hereof.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and in
accordance therewith files proxy statements, reports and other information with
the Securities and Exchange Commission (the "Commission"). Reports, proxy and
information statements, and other information filed by the Company with the
Commission can be inspected and copied at the public reference facilities
maintained by the Commission in Washington, D.C., and at its Regional Offices
located at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511 and 7 World Trade Center, Suite 1300, New York, New York
10048; and at the Public Reference Office of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549. Copies of such material can be obtained from the
Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549 at prescribed rates. In addition, the Company is an electronic filer
and copies of such material may be retrieved from the Web site
(http://www.sec/gov) maintained by the Commission.
The Company's Common Stock is quoted on the Nasdaq National Market
under the symbol "CTRX." Reports, proxy and information statements and other
information about the Company may be inspected at the Nasdaq National Market,
1735 K Street, N.W., Washington, DC 20006-1506.
INFORMATION INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated by reference in this Prospectus:
1. The Company's Current Reports on Form 8-K dated May 14, 1997, May
21, 1996 and May 29, 1996.
2. The Company's Annual Report on Form 10-K for the year ended March
31, 1996.
3. The Company's definitive Proxy Statement dated July 17, 1996, filed
in connection with the Company's August 27, 1996 Annual Meeting of Stockholders.
4. The Company's Quarterly Reports on Form 10-Q for the quarters ended
June 30, 1996, September 30, 1996 and December 31, 1996.
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5. The description of the Company's Common Stock set forth in the
Company's Registration Statement on Form 10 filed with the Commission on January
24, 1991.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of the offering of the Common Stock offered hereby shall be
deemed to be incorporated by reference in this Prospectus. Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes hereof to the extent that a statement
contained herein (or in any other subsequently filed document which also is
incorporated by reference herein) modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed to constitute a
part hereof, except as so modified or superseded.
The Company will furnish without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, on the written or oral
request of such person, a copy of any or all of the documents incorporated by
reference, other than exhibits to such documents. Requests should be directed to
the Chief Financial Officer, Celtrix Pharmaceuticals, Inc., 3055 Patrick Henry
Drive, Santa Clara, California, 95054-1815, telephone: 408-988-2500.
The "Celtrix Pharmaceuticals" logo (used alone or with the Company's
name) and "Celtrix Pharmaceuticals" are trademarks of the Company; "SomatoKine"
is a registered trademark of the Company. All other tradenames and trademarks
appearing in this Prospectus are the property of their respective holders.
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THE COMPANY
Celtrix Pharmaceuticals, Inc. is a biopharmaceutical company developing
novel therapeutics for the treatment of seriously debilitating, degenerative
conditions primarily associated with severe trauma, chronic diseases or aging.
The Company's programs are focused on the use of SomatoKine(R), a novel IGF-BP3
complex, to treat destructive metabolic processes (catabolism) in acute
indications such as major surgery and traumatic injury. Potential chronic
indications could include osteoporosis and wasting conditions associated with
cancer and AIDS.
The Company's development focus is on SomatoKine, the recombinant
equivalent of the naturally occurring complex formed by the anabolic hormone
insulin-like growth factor-1 (IGF-I) and its major binding protein, BP3, which
shows potential as a hormone replacement therapy for patients suffering from
severe physical trauma and serious illness. IGF-I, a key anabolic hormone, is
known to play a major role in diverse biological processes, including muscle and
bone formation, and tissue repair.
The Company initiated Phase II clinical feasibility studies in January
1997 for the treatment of hip fracture surgery among the elderly. Clinical
findings will guide expansion into a full Phase II clinical study. Phase II
clinical feasibility studies for the treatment of severe burns are expected to
be initiated in mid-1997. Celtrix manufactures GMP clinical-grade quantities of
SomatoKine for use in clinical studies at its Santa Clara, California facility.
The Company has a license agreement with The Green Cross Corporation, a
Japanese pharmaceutical company, covering the development and commercialization
of SomatoKine for the treatment of osteoporosis in Japan. The Company also has a
product development, license and marketing agreement with Genzyme Corporation
("Genzyme") for TGF-beta-2, a potential pharmaceutical based on a naturally
occurring compound which appears to play an important role in regulating healthy
cell functions. The Company is not currently pursuing an in-house TGF-beta-2
program, other than as related to the Genzyme program.
The Company was spun off from Collagen Corporation and was incorporated
in Delaware in December 1990 as "Celtrix Laboratories, Inc." The Company changed
its name to "Celtrix Pharmaceuticals, Inc." in December 1991.
The Company's principal executive offices are located in Santa Clara,
California. The mailing address and telephone number are: 3055 Patrick Henry
Drive, Santa Clara, CA 95054-1815, telephone: (408) 988-2500.
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RISK FACTORS
PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED HEREBY SHOULD
CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS IN ADDITION TO THE OTHER
INFORMATION APPEARING IN OR INCORPORATED BY REFERENCE INTO THIS PROSPECTUS.
EARLY STAGE OF DEVELOPMENT; NO DEVELOPED OR APPROVED PRODUCTS
The Company's potential products are in research and development and no
material revenues have been generated to date from product sales. To achieve
profitable operations, the Company, alone or with others, must successfully
develop, obtain regulatory approval for, introduce and market its potential
products. Much of the clinical development work for Celtrix's potential products
remains to be completed. No assurance can be given that the Company's product
development efforts will be successfully completed, that required regulatory
approvals will be obtained or that any products, if developed and introduced,
will be successfully marketed or achieve market acceptance.
HISTORY OF OPERATING LOSSES; ACCUMULATED DEFICIT
The Company has incurred net operating losses in every year of
operation since its inception. As of March 31, 1997, the Company had an
accumulated deficit of approximately $104 million, which includes non-recurring,
non-cash charges of $17.3 million for acquired in-process research and
development and licensing fees. Losses have resulted principally from costs
incurred in connection with the Company's research and development activities
and from general and administrative costs associated with the Company's
operations. The Company expects to incur substantial and increasing operating
losses for at least the next several years. The Company's ability to achieve
profitability will depend in part on completing the research and development of,
and obtaining regulatory approvals for, its products and successfully commencing
product commercialization.
POSSIBLE VOLATILITY OF STOCK PRICE; DIVIDEND POLICY
The market prices for securities of biopharmaceutical and biotechnology
companies have historically been highly volatile, and the market has from time
to time experienced significant price and volume fluctuations that are unrelated
to the operating performance of particular companies. Since the Company's Common
Stock became listed for public trading, its market price has fluctuated over a
wide range and the Company expects that it will continue to fluctuate.
Announcements concerning the Company or its competitors, including the results
of testing (including clinical trials), technological innovations or new
commercial products, government regulations, developments concerning proprietary
rights, litigation or public concern as to safety of the Company's potential
products as well as changes in general market conditions may have a significant
effect on the market price of Celtrix's Common Stock.
The Company has never paid dividends on its capital stock and the
Company does not anticipate paying any cash dividends in the foreseeable future.
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FUTURE CAPITAL REQUIREMENTS AND UNCERTAINTY OF FUTURE FUNDING
The Company expects that its current cash, cash equivalents and short
term investments, together with the proceeds of its recent private placement
(approximately $13.3 million, net) will be sufficient to fund the Company's
operations through mid-1998. The development of the Company's products will
require the commitment of substantial resources to conduct the time-consuming
research and development, clinical studies and regulatory activities necessary
to bring any potential therapeutic products to market and to establish
production, marketing and sales capabilities. The Company will need to raise
substantial additional funds for these purposes. The Company may seek such
additional funding through collaborative arrangements and through public or
private financings, including equity financings. Any additional equity financing
may be dilutive to shareholders, and any debt financing, if available, may
involve restrictions on the Company's ability to pay future dividends on its
capital stock or the manner in which the Company conducts its business.
The Company currently has no commitments for any additional financings,
and there can be no assurance that any such financings will be available to the
Company or that adequate funds for the Company's operations, whether from
financial markets, collaborative or other arrangements with corporate partners
or from other sources, will be available when needed or on terms attractive to
the Company. The inability to obtain funds may require the Company to delay,
scale back or eliminate some or all of its research and product development
programs or to license third parties to commercialize products or technologies
that the Company would otherwise seek to develop itself.
STRINGENT GOVERNMENT REGULATION; NEED FOR PRODUCT APPROVALS
The preclinical testing and clinical trials of any compounds developed
by the Company or its collaborative partners and the manufacturing and marketing
of any drugs resulting therefrom are subject to regulation by numerous federal,
state and local governmental authorities in the United States, the principal one
of which is the United States Food and Drug Administration (the "FDA"), and by
similar agencies in other countries in which drugs developed by the Company or
its collaborative partners may be tested and marketed (each of such federal,
state, local and other authorities and agencies, a "Regulatory Agency"). Any
compound developed by the Company or its collaborative partners must receive
Regulatory Agency approval before it may be marketed as a drug in a particular
country. The regulatory process, which includes preclinical testing and clinical
trials of each compound in order to establish its safety and efficacy, can take
many years and requires the expenditure of substantial resources. Data obtained
from preclinical and clinical activities are susceptible to varying
interpretations which could delay, limit or prevent Regulatory Agency approval.
In addition, delays or rejections may be encountered based upon changes in
Regulatory Agency policy during the period of drug development and/or the period
of review of any application for Regulatory Agency approval for a compound.
Delays in obtaining Regulatory Agency approvals could adversely affect the
marketing of any drugs developed by the Company or its collaborative partners,
impose costly procedures upon the Company's and its collaborative partners'
activities, diminish any competitive advantages that the Company or its
collaborative partners may attain and adversely affect the Company's ability to
receive royalties,
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any of which could have a material adverse effect on the Company's business,
financial condition and results of operations.
There can be no assurance that, even after such time and expenditures,
Regulatory Agency approvals will be obtained for any compounds developed by or
in collaboration with the Company. Moreover, if Regulatory Agency approval for a
drug is granted, such approval may entail limitations on the indicated uses for
which it may be marketed that could limit the potential market for any such
drug. Furthermore, if and when such approval is obtained, the marketing and
manufacture of the Company's products would remain subject to extensive
regulatory requirements, and discovery of previously unknown problems with a
drug or its manufacturer may result in restrictions on such drug or
manufacturer, including withdrawal of the drug from the market. Failure to
comply with regulatory requirements could, among other things, result in fines,
suspension of regulatory approvals, operating restrictions and criminal
prosecution. In addition, Regulatory Agency approval of prices is required in
many countries and may be required for the marketing of any drug developed by
the Company or its collaborative partners in such countries.
UNCERTAINTIES RELATED TO CLINICAL TRIALS
Before obtaining regulatory approvals for the commercial sale of any of
its products under development, the Company must demonstrate through preclinical
studies and clinical trials that the product is safe and efficacious for use in
each target indication. The results from preclinical studies and early clinical
trials may not be predictive of results that will be obtained in large-sale
testing, and there can be no assurance that the Company's clinical trials will
demonstrate the safety and efficacy of any products or will result in marketable
products. A number of companies in the biotechnology industry have suffered
significant setbacks in advanced clinical trials, even after promising results
in earlier trials. For example, in fiscal year 1995, Celtrix discontinued its
in-house TGF-beta-2 program for the treatment of ophthalmic conditions as a
result of disappointing clinical study results.
The rate of completion of the Company's clinical trials is dependent
upon, among other factors, the rate of patient enrollment. Patient enrollment is
a function of many factors, including the size of the patient population, the
nature of the protocol, the proximity of patients to clinical sites and the
eligibility criteria for the study. Delays in planned patient enrollment may
result in increased costs and delays, which could have a material adverse effect
on the Company.
NO ASSURANCE OF MARKET ACCEPTANCE
There can be no assurance that any products successfully developed by
the Company, if approved for marketing, will achieve market acceptance. The
products and therapies which the Company is attempting to develop will compete
with a number of well-established traditional drugs and therapies manufactured
and marketed by major pharmaceutical companies. The degree of market acceptance
of any products developed by the Company will depend on a number of factors,
including the establishment and demonstration in the medical community of the
clinical efficacy and safety of the Company's product candidates, their
potential advantage over existing treatment methods, and reimbursement policies
of government and third-party payors.
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Competitors may also develop new technologies or products which are considered
more effective or less costly than SomatoKine or perceived to be more
cost-effective. There is no assurance that physicians, patients or the medical
community in general will accept and utilize any products that may be developed
by the Company. The Company's business, financial condition and results of
operations may be materially adversely affected if SomatoKine does not receive
market acceptance for any reason.
SUBSTANTIAL COMPETITION
In each of the Company's potential product areas, competition from
large pharmaceutical companies, biotechnology companies and other companies,
universities and research institutions is substantial. At least three large
biotechnology and pharmaceutical companies with substantial financial and legal
resources have patent applications on file in the United States and abroad
directed at the production of recombinant IGF-I by various methods. Relative to
the Company, most of these entities have substantially greater capital
resources, research and development staffs, facilities and experience in
conducting clinical trials and obtaining regulatory approvals, as well as in
manufacturing and marketing pharmaceutical products. Furthermore, the Company
believes that competitors have used, and may continue to use, litigation to gain
competitive advantage. In addition, these and other entities may have or develop
new technologies or use existing technologies that are, or may in the future be,
the basis for competitive products.
Any potential products that the Company succeeds in developing and for
which it gains regulatory approval will have to compete for market acceptance
and market share. For certain of the Company's potential products, an important
factor in such competition may be the timing of market introduction of
competitive products. Accordingly, the relative speed with which the Company can
develop products, complete the clinical testing and regulatory approval
processes and supply commercial quantities of the product to the market are
expected to be important competitive factors. The Company expects that
competition will be based, among other things, on product efficacy, safety,
reliability, availability, timing and scope of regulatory approval and price.
There can be no assurance that the Company's competitors will not succeed in
developing technologies and products that are more effective than any that are
being developed by the Company or that would render the Company's technology and
products obsolete or noncompetitive. In addition, many of the Company's
competitors may achieve product commercialization or patent protection earlier
than the Company. The failure of the Company to compete effectively would have a
material adverse effect on the Company's business, financial condition and
results of operations.
DEPENDENCE ON PROPRIETARY TECHNOLOGY; UNCERTAINTY OF PATENT PROTECTION
The Company's success will depend in part on its ability to obtain
patents, maintain trade secrets and operate without infringing on the
proprietary rights of others, both in the United States and in other countries.
The patent positions of pharmaceutical, biopharmaceutical and biotechnology
companies, including the Company, are highly uncertain and involve complex legal
and factual questions. Patent law relating to the scope of claims in the
technology fields in which the Company operates is still evolving. The degree of
future protection for the Company's proprietary rights is therefore uncertain.
No consistent policy has emerged regarding the
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permissible breadth of coverage of claims in biotechnology patents. Therefore,
no assurance can be given that any of the Company's or its licensors' patent
applications will issue as patents or that any such issued patents will provide
competitive advantages for the Company's products or will not be successfully
challenged or circumvented by its competitors. In addition, there can be no
assurance that others will not independently develop substantially equivalent
proprietary technology that is not covered by the Company's patents or that
others will not be issued patents that may prevent the sale of the Company's
proposed products or require licensing and the payment of significant fees or
royalties by the Company.
At least three large biotechnology and pharmaceutical companies with
substantial financial and legal resources have issued patents and/or patent
applications on file in the United States and abroad directed at the production
and/or use of recombinant IGF-I by various methods. The earliest date of filing
of these patent applications is April 25, 1983. Unless and until all of these
applications issue, it is not possible to determine the breadth of the claims
regarding a process for IGF-I production or for the use of IGF-I for any
particular indication. Furthermore, a large biotechnology and pharmaceutical
company with substantial financial and legal resources has a patent issued in
the United States directed towards certain DNA molecules encoding BP3 and the
corresponding BP3 protein. This same patent was previously granted in Europe and
was successfully opposed by Celtrix. There can be no assurance that the company
will not appeal such result or that any appeal will not be successful. In the
case that the company does appeal, it is not possible to determine what, if any,
claims will be reinstated or the breadth of such claims. In addition, this
company has been issued a patent directed toward specific methods of
subcutaneous administration of IGF-BP3. Each of the referenced companies can be
expected to defend its patent position vigorously.
Celtrix has developed a new process for the production of IGF and BP3
which it does not believe will infringe on other patents relating to recombinant
protein production in general or on other patents relating to the production of
IGF and BP3 in particular, although there can be no assurance that a contrary
position will not be asserted. Celtrix also does not believe that its sale or
use of SomatoKine will infringe on other IGF or BP3 patents although there can
be no assurance that a contrary position will not be asserted. There can be no
assurance that third parties will not claim the Company's technology, current or
future products or manufacturing processes infringe the proprietary rights of
others. If other companies were to successfully bring legal actions against the
Company claiming patent or other intellectual property infringements, in
addition to any potential liability for damages, then the Company could be
required to obtain a license in order to continue to use the affected process or
to manufacture or use the affected products or cease using such products or
process if enjoined by a court. Any such claim, with or without merit, could
result in costly litigation or might require the Company to enter into royalty
or licensing agreements. If any licenses are required, there can be no assurance
that the Company will be able to obtain any such license on commercially
favorable terms, if at all, and if these licenses are not obtained, the Company
might be prevented from pursuing the development of certain of its potential
products. The Company's breach of an existing license or failure to obtain or
delay in obtaining a license to any technology that it may require to
commercialize its products may have a material adverse impact on the Company.
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Litigation, which could result in substantial costs to the Company, may
also be necessary to enforce any patents issued or licensed to the Company or to
determine the scope and validity of another party's proprietary rights. There
can be no assurance that the Company's issued or licensed patents would be held
valid by a court of competent jurisdiction. An adverse outcome in litigation or
an interference or other proceeding in a court or patent office could subject
the Company to significant liabilities to other parties, require disputed rights
to be licensed from other parties or require the Company to cease using such
technology, any of which could have a material adverse effect on the Company.
Celtrix also relies on trade secrets to protect technology, especially
where patent protection is not believed to be appropriate or obtainable. Celtrix
attempts to protect its proprietary technology and processes in part by
confidentiality agreements with its employees, consultants and certain
contractors. There can be no assurance that these agreements will not be
breached, that the Company would have adequate remedies for any breach, or that
the Company's trade secrets will not otherwise become known or be independently
discovered by competitors in such a manner that the Company has no practical
recourse. To the extent that the Company or its consultants or research
collaborators use intellectual property owned by others in their work for the
Company, disputes may also arise as to the rights in related or resulting
know-how and inventions.
LIMITED MANUFACTURING EXPERIENCE AND CAPACITY
The Company's products must be manufactured in compliance with
regulatory requirements and at acceptable costs. At present, the Company's
manufacturing operations have been designed to address the Company's anticipated
needs through the completion of Phase II clinical trials. In the future, the
Company will either need to expand these operations or subcontract its
manufacturing operations in anticipation of Phase III studies and
commercialization. There can be no assurance that the Company will be able to
manufacture any of its current or future products on a commercial scale, nor
that such products can be manufactured by the Company or any other party at a
cost or in quantities to make commercially viable products. Failure to obtain
sufficient commercial quantities of SomatoKine on acceptable terms will have an
adverse impact on the Company's attempts to seek approval for this product, or
to commercialize this product.
LIMITED SALES AND MARKETING EXPERIENCE
If the Company is permitted to commence commercial sales of products,
it will face commercial competition with respect to sales, marketing or
distribution, areas in which it has no experience. To market any of its products
directly, the Company must develop a marketing and sales force with technical
expertise and with supporting distribution capability. Alternatively, the
Company may obtain the assistance of a pharmaceutical company with a large
distribution system and a large direct sales force. There can be no assurance
that the Company will be able to establish sales and distribution capabilities
or be successful in gaining market acceptance for its proprietary products. To
the extent the Company enters into co-promotion or other licensing arrangements,
any revenues received by the Company will be dependent on the efforts of third
parties and there can be no assurance that such efforts will be successful.
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12
RELIANCE ON QUALIFIED AND KEY PERSONNEL
The Company is highly dependent on the principal members of its
scientific and management staff, the loss of whose services might significantly
delay or prevent the achievement of research, development, or business
objectives. In addition, the Company relies on consultants and advisors to
assist the Company in formulating its research and development strategy.
Retaining and attracting qualified scientific and management personnel,
consultants and advisors is therefore critical to the Company's success. There
can be no assurance that the Company will be able to hire sufficient qualified
personnel on a timely basis or retain such personnel. The loss of key management
or scientific personnel could adversely affect the Company's business.
The Company's potential expansion into areas and activities requiring
additional expertise, such as clinical trials, governmental approvals,
manufacturing and marketing, are expected to place a significant strain on the
Company's management, operational and financial resources. These demands are
expected to require a substantial increase in management and scientific
personnel and the development of additional expertise by existing management
personnel. The failure to attract and retain such personnel or to develop such
expertise could materially adversely affect prospects for the Company's success.
PRODUCT LIABILITY; AVAILABILITY OF INSURANCE
The Company currently has in force general liability insurance, with
coverage limits of $1.0 million per incident and $2.0 million in the aggregate
annually, and product liability insurance with coverage limits of $1.0 million
per incident and $1.0 million in the aggregate annually. The Company's insurance
policies provide coverage for product liability and general liability on a
claims made basis. These policies are subject to annual renewal. Such insurance
may not be available in the future on acceptable terms or at all. There can be
no assurance that the Company's insurance coverage will be adequate or that a
product liability claim or recall would not materially adversely affect the
business or financial condition of the Company.
The use of the Company's potential products or technology in clinical
trials and the sale of such products may expose the Company to liability claims.
Such risks exist even with respect to these potential products, if any, that
receive regulatory approval for commercial sale. Although Celtrix has taken and
will continue to take what it believes are appropriate precautions, there can be
no assurance that it will avoid significant product liability exposure. There
also can be no assurance that the Company's insurance coverage will be adequate
or that a product liability claim or recall would not materially adversely
affect the business or financial condition of the Company.
ENVIRONMENTAL LIABILITY
The Company is subject to federal, state and local laws and regulations
governing the use, generation, manufacture, storage, discharge, handling and
disposal of certain materials and wastes used in its operations. There can be no
assurance that the Company will not be required to incur significant costs to
comply with environmental laws and regulations as its research
-10-
13
activities are increased, or that the operations, business and future
profitability of the Company will not be adversely affected by current or future
environmental laws and regulations.
CONCENTRATION OF STOCK OWNERSHIP
The Company's directors and officers and their affiliates beneficially
own approximately 30% of the outstanding Common Stock. As a result, these
stockholders will be able to exercise significant influence over all matters
requiring stockholder approval, including the election of directors and approval
of significant corporate transactions. Such concentration of ownership may have
the effect of delaying or preventing a change in control of the Company.
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14
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of Common Stock
by the Selling Stockholders in the Offering.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 145 of the Delaware General Corporation Law authorizes a court
to award, or a corporation's Board of Directors to grant, indemnity 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 "Securities
Act"). Section 10 of the Company's Amended and Restated Certificate of
Incorporation and Article VI of the Company's Bylaws provide for indemnification
of its directors, officers, employees and other agents to the maximum extent
permitted by law. In addition, the Company has entered into Indemnification
Agreements with its officers and directors and maintains director and officer
liability insurance.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the small
business issuer pursuant to the foregoing provisions, or otherwise, the Company
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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted against
the Company by such director, officer or controlling person in connection with
the securities being registered hereunder, the Company 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.
ISSUANCE OF COMMON STOCK AND WARRANTS TO SELLING STOCKHOLDERS
On April 1, 1997, the Company privately placed 5,721,876 shares of its
Common Stock and warrants to purchase 2,860,934 shares of its Common Stock to
the Selling Stockholders pursuant to the terms of Common Stock and Warrant
Purchase Agreements dated as of April 1, 1997 by and between the Company and the
Selling Stockholders. This Prospectus covers the 8,582,810 shares of the
Company's Common Stock issued (or issuable upon exercise of the Warrants issued)
in the Private Placement to the Selling Stockholders.
PLAN OF DISTRIBUTION
The Selling Stockholders may sell the Shares in whole or in part, from
time to time on the over-the-counter market at prices and on terms prevailing at
the time of any such sale. Any such
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15
sale may be made in broker's transactions through broker-dealers acting as
agents, in transactions directly with market makers or in privately negotiated
transactions where no broker or other third party (other than the purchaser) is
involved. The Selling Stockholders will pay selling commissions or brokerage
fees, if any, with respect to the sale of the Shares in amounts customary for
the type of transaction effected. Each Selling Stockholder will also pay all
applicable transfer taxes and all fees and disbursements of counsel for such
Selling Stockholder incurred in connection with the sale of shares. If any
Selling Stockholder sells Shares prior to April 1, 1998, then the Warrants,
which were issued to such Selling Stockholder in the Private Placement,
underlying that number of Shares sold shall be cancelled, unless the Warrants
are otherwise called by the Company prior to such sale.
Each Selling Stockholder has advised the Company that before or during
such time as such Selling Stockholder may be engaged in the attempt to sell
Shares registered hereunder, such person will:
(i) notify the Company of its intent to sell any Shares at least three
(3) full business days prior to such sale; and
(ii) cause to be furnished to each person to whom Shares included
herein may be offered, and to each broker-dealer, if any, through whom Shares
are offered, such copies of this Prospectus, as supplemented or amended, as may
be required by such person.
The Selling Stockholders, and any other persons who participate in the
sale of the Shares, may be deemed to be "Underwriters" as defined in the
Securities Act. Any commissions paid or any discounts or concessions allowed to
any such persons, and any profits received on resale of the Shares, may be
deemed to be underwriting discounts and commissions under the Securities Act.
The Company has agreed to maintain the effectiveness of this
Registration Statement until the earlier of the sale of all the Shares
registered pursuant to this Prospectus or such date as the Company shall be
satisfied that each holder of Shares can sell all of the Shares it holds in any
three-month period in compliance with Rule 144 promulgated under the Securities
Act, but in no event after March 31, 1999. No sales may be made pursuant to this
Prospectus after such date unless the Company amends or supplements this
Prospectus to indicate that it has agreed to extend such period of
effectiveness.
The Company has agreed to indemnify the Selling Stockholders against
certain liabilities, including liabilities under the Securities Act.
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16
SELLING STOCKHOLDERS
The following table sets forth certain information as of May 7, 1997
with respect to the Selling Stockholders:
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR SHARES OF OWNED AFTER
TO THE OFFERING COMMON STOCK THE OFFERING(1)(2)
-------------------- OFFERED --------------------
NAME OF SELLING STOCKHOLDER NUMBER PERCENT HEREBY NUMBER PERCENT
--------- ------- --------- --------- ----
Dawson-Samberg Capital Management, Inc.(3) 2,576,032 10.8% 2,461,032 115,000 *
354 Pequot Ave
Southport, CT 06490
Warburg, Pincus Partners, L.P. (4) 4,330,330 18.2% 1,384,330 2,946,000 12.4%
Warburg, Pincus & Co., Inc.
466 Lexington Ave., 10th Floor
New York, NY 10017
Biotechnology Development Fund, L.P. 1,845,774 7.7% 1,845,774 0 *
1055 Lemon Street
Menlo Park, CA 94025
Veron International Limited 922,887 3.9% 922,887 0 *
Chinachem Golden Plaza
77 Moody Road
Tsin Sha Tsui East
Kowloon, Hong Kong
Fu Sheng Industrial Co., Ltd. 615,247 2.6% 615,247 0 *
172 Nanking East Road, Sec 2
Taipei 104, Taiwan
R.O.C
Lippo Securities Ltd. 307,629 1.3% 307,629 0 *
2302 Lippo Tower
Lippo Centre
89 Queensway, Central
Hong Kong
Sim Yim Au 153,814 * 153,814 0 *
c/o Primasia Investment Management Ltd.
Suite 441, 44F, China Resources Building
26 Harbour Road
Wanchai, Hong Kong
Hong Siu Ho 30,762 * 30,762 0 *
c/o Primasia Investment Management Ltd.
Suite 441, 44F, China Resources Building
26 Harbour Road
Wanchai, Hong Kong
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17
Tsun Woon Lee 30,762 * 30,762 0 *
c/o Primasia Investment Management Ltd.
Suite 441, 44F, China Resources Building
26 Harbour Road
Wanchai, Hong Kong
Sheldon Pacific Inc. 30,762 * 30,762 0 *
c/o Primasia Investment Management Ltd.
Suite 441, 44F, China Resources Building
26 Harbour Road
Wanchai, Hong Kong
Nai-Ping Leung 61,518 * 61,518 0 *
95A, Hill Road 1/F
Western District
Hong Kong
Anthony Ng and Cindy Ng 184,576 * 184,576 0 *
Kowloon Development Co. Ltd.
23/F Pioneer Centre
750 Nathan Road
Kowloon, Hong Kong
Connie Wanpyng Chuang & Jesse Jin-Chu Chen 92,287 * 92,287 0 *
JTWROS
1608 Pebble Beach Court
Milpitas, CA 95305
Peter Lie Ming Yuan 123,051 * 123,051 0 *
1757 Tower 9
88 Tai Tam Reservoir Road
Hong Kong
Ho Fung Holding Co. Ltd. 92,287 * 92,287 0 *
20 F East Town Bldg
41 Lockhard Road
Wanchai, Hong Kong
Eng-Soon Tan 123,042 * 123,042 0 *
Tan Chong Motor Center, 4th Floor
911 Bukit Timau Road
Singapore
Li-Mam Kuo 61,525 * 61,525 0 *
28080 Storyhill Lane
Los Altos, CA 94022
A-Jen Lin 61,525 * 61,525 0 *
6F No. 17, Chu-Chuan 3rd Road
Science Based Industrial Park
Hsin-Chu, Taiwan
R.O.C
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18
TOTAL 11,643,810 48.8% 8,582,810 3,061,000 12.8%
- ------------------------------
* Less than 1%
(1) Information with respect to beneficial ownership is based upon
information contained in filings made by certain Selling Stockholders
with the Securities and Exchange Commission, and information obtained
from the Company's transfer agent and certain of the Selling
Stockholders.
(2) Assumes sale of all Shares, including shares issuable upon exercise of
Warrants hereto, offered hereby and no other purchases or sales of the
Company's Common Stock. See "Plan of Distribution."
(3) Includes 2,184,456 shares held by Pequot Private Equity Fund, L.P.,
276,576 shares held by Pequot Offshore Private Equity Fund, Inc., and
115,000 shares held by Pequot Scout Fund, L.P.
(4) Includes a warrant for the purchase of 687,155 shares of Common Stock
at an exercise price of $9.00. The warrant expires on November 17,
1998. James E. Thomas is a director and Chairman of the Board of the
Company, and is a general partner of Warburg, Pincus Investors, L.P., A
Limited Partnership and a stockholder of the Company.
Except as described in footnote (4) to the foregoing table, no Selling
Stockholder has had any material relationship with the Company or any of its
predecessors or affiliates within the last three years.
LEGAL MATTERS
Certain legal matters with respect to the legality of the issuance of
the Common Stock offered hereby will be passed upon for the Company by Venture
Law Group, A Professional Corporation, 2800 Sand Hill Road, Menlo Park,
California 94025. Craig W. Johnson, a director of Venture Law Group, is
Secretary of the Company. As of the date of this Prospectus, certain partners of
Venture Law Group beneficially own 17,762 share of the Company's Common Stock.
EXPERTS
The consolidated financial statements of Celtrix Pharmaceuticals,
Inc.appearing in the Company's Annual Report (Form 10-K) for the year ended
March 31, 1996 have been audited by Ernst & Young LLP, independent auditors, as
set forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
ADDITIONAL INFORMATION
This Prospectus constitutes a part of the Registration Statement on
Form S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") filed by the Company with the Securities and Exchange
Commission (the "Commission") under the Securities Act. This
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Prospectus does not contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information with respect to the
Company and the shares of Common Stock offered hereby, reference is hereby made
to the Registration Statement. Statements contained herein concerning the
provisions of any document are not necessarily complete, and each such statement
is qualified in its entirety by reference to the copy of such document filed
with the Commission.
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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 payable by the
Registrant in connection with the sale and distribution of the Common Stock
being registered. Selling commissions and brokerage fees and any applicable
transfer taxes and fees and disbursements of counsel for the Selling
Stockholders are payable individually by the Selling Stockholders. All amounts
are estimates except the registration fee.
Amount
To be Paid
----------
Registration Fee ................................................... $ 6,008
Legal Fees and Expenses ............................................ 50,000
Accounting Fees and Expenses ....................................... 15,000
Finders Fee (in connection with private placement) ................. 520,000
Miscellaneous ...................................................... 20,000
---------
Total ..................................................... $611,008
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law ("DGCL") provides a
detailed statutory framework covering indemnification of officers and directors
against liabilities and expenses arising out of legal proceedings brought
against them by reason of their being or having been directors or officers.
Section 145 generally provides that a director or officer of a corporation (i)
shall be indemnified by the corporation for all expenses of such legal
proceedings when he is successful on the merits, (ii) may be indemnified by the
corporation for the expenses, judgments, fines and amounts paid in settlement of
such proceeedings (other than a derivative suit), even if he is not successful
on the merits, if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful, and (iii) may be indemnified by the corporation for
the expenses of a derivative suit (a suit by a stockholder alleging a breach by
a director or officer of a duty owed to the corporation), even if he is not
successful on the merits, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation. No indemnification may be made under clause (iii) above, however,
if the director or officer is adjudged liable for negligence or misconduct in
the performance of his duties to the corporation, unless a corporation
determines that, despite such adjudication, but in view of all the
circumstances, he is entitled to indemnification. The indemnification described
in clauses (ii) and (iii) above may be made only upon a determination that
indemnification is proper because the applicable standard of conduct has been
met. Such determination may be made by a majority of a quorum of disinterested
directors, independent legal counsel, the stockholders or a court of competent
jurisdiction.
II-1
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Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL,
or (iv) for any transaction from which the director derived an improper personal
benefit. Section 10 of the Registrant's Amended and Restated Certificate of
Incorporation and Article IV of the Registrant's Bylaws provide for
indemnification of its directors, officers, employees and other agents to the
maximum extent permitted by law. In addition, the Registrant has entered into
Indemnification Agreements with its officers and directors pursuant to which the
Company has agreed to indemnify such individuals to the fullest extent permitted
by Delaware law, and maintains director and officer liability insurance.
ITEM 16. EXHIBITS
Exhibit
Number Description of Exhibit
------- ----------------------
4.4 Form of Warrant of Registrant dated April 1, 1997.
5.1 Opinion of Venture Law Group, A Professional
Corporation
10.50 Common Stock and Warrant Stock Purchase Agreement
dated as of April 1, 1997 by and among the Company
and each Selling Stockholder
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney (see page II-4)
- ---------------------
ITEM 17. UNDERTAKINGS
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 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.
II-2
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(4) 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,
where 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 referred to in Item 15 above 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 against the Registrant 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 of 1933 and will be governed by the
final adjudication of such issue.
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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 Santa Clara, State of California, on the 13th day of
May 1997.
CELTRIX PHARMACEUTICALS, INC.
By: /s/ Andreas Sommer
-------------------------------------
Andreas Sommer, President and
Chief Executive Officer
II-4
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints, Andreas Sommer and Mary Anne
Ribi, and each of them acting individually, as his attorney-in-fact, each with
full power of substitution, for him in any and all capacities, to sign any and
all amendments to this Registration Statement (including post-effective
amendments), and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by our said
attorney to any and all amendments to said Registration Statement. Pursuant to
the requirements of the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities and on the dates
indicated:
SIGNATURE TITLE DATE
- -------------------------------------------- -------------------------------------------------- ------------------
/s/ Andreas Sommer President, Chief Executive Officer and Director May 13, 1997
- -------------------------------------------- (Principal Executive Officer)
(Andreas Sommer)
/s/ Mary Anne Ribi Vice President, Finance and Administration and May 13, 1997
- -------------------------------------------- Chief Financial Officer
(Mary Anne Ribi ) (Principal Financial and Accounting Officer)
/s/ Henry E. Blair
- -------------------------------------------- Director May 13, 1997
(Henry E. Blair)
/s/ James E. Thomas
- -------------------------------------------- Chairman of the Board of Directors May 13, 1997
(James E. Thomas)
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Celtrix Pharmaceuticals, Inc.
INDEX TO EXHIBITS
Exhibit
Number
-------
4.4 Form of Warrant of Registrant dated April 1, 1997
5.1 Opinion of Venture Law Group, A Professional Corporation
10.50 Common Stock and Purchase Agreement as of April 1, 1997
between the Company and each of the Selling Stockholders.
23.1 Consent of Ernst & Young, Independent Auditors
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney (see page II-4)