As filed with the Securities and Exchange Commission on April 20, 1995
Registration No. 33-______
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________
MYCOGEN CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 95-3802654
(State or other juris- (I.R.S. Employer
diction of incorpo- Identification No.)
ration or organization)
4980 Carroll Canyon Road, San Diego, California 92121
(619) 453-8030
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
Carlton J. Eibl
Executive Vice President and General Counsel
MYCOGEN CORPORATION
4980 Carroll Canyon Road, San Diego, California 92121
(619) 453-8030
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
____________
Copies to:
Craig S. Andrews, Esq.
BROBECK, PHLEGER & HARRISON
550 West C Street, Suite 1300
San Diego, California 92101
____________
Approximate date of commencement of proposed sale to the public:
From time to time 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, please check the following box: [X]
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
Title of Proposed Proposed
Each Class of Maximum Maximum
Securities Amount Offering Aggregate A
to be to be Price Offering Registration
Registered Registered Per Share(l) Price(l) Fee
- -------------------------------------------------------------------------------------------------------------
Common Stock, par value $.001 153,846 $9.875 $1,519,229.25 $523.87
- -------------------------------------------------------------------------------------------------------------
(l) Estimated solely for the purpose of computing the amount of the
registration fee in accordance with Rule 457(g) under the Securities Act of
1933.
____________
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 the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
________________________________________________________________________________
153,846 SHARES
MYCOGEN CORPORATION
COMMON STOCK
(PAR VALUE $.001 PER SHARE)
________________
This Prospectus relates to the public offering, which is not being
underwritten, of 153,846 shares of Common Stock, par value $.001 per share, of
Mycogen Corporation ("Mycogen" or the "Company"). All 153,846 shares (the
"Shares") may be offered by a certain stockholder of the Company ("Selling
Stockholder") who received such Shares pursuant to that certain Purchase
Agreement among the Company, its subsidiary Agrigenetics, Inc., doing business
as Mycogen Plant Sciences ("MPS"), and Delta and Pine Land Company ("DPL"),
dated as of February 15, 1995 (the "Purchase Agreement"). The Shares were
issued pursuant to an exemption from the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act") provided by Section
4(2) thereof. The Shares are being registered by the Company pursuant to a
registration rights obligation with the Selling Stockholder. See "The Company"
and "Selling Stockholder."
The sale of the Shares may be effected by the Selling Stockholder from time
to time in transactions in the over-the-counter market, in negotiated
transactions or a combination of such methods of sale, at fixed prices which may
be changed, at market prices prevailing at the time of sale, at prices related
to prevailing market prices or at negotiated prices. The Selling Stockholder
may effect such transactions by selling the Shares to or through broker-dealers,
and such broker-dealers may receive compensation in the form of discounts,
concession or commission from the Selling Stockholder and/or the purchasers of
the Shares for whom such broker-dealers may act as agents or to whom they may
sell as principals or both (which compensation as to a particular broker-dealer
might be in excess of customary commissions). See "Plan of Distribution."
None of the proceeds from the sale of the Shares by the Selling Stockholder
will be received by the Company. The Company has agreed, among other things, to
bear certain expenses (other than underwriting discounts and commission and
brokerage commissions and fees) in connection with the registration and sale of
the Shares being offered by the Selling Stockholder. See "Selling Stockholder."
Mycogen Common Stock is traded on the Nasdaq National Market ("Nasdaq
National Market") under the symbol "MYCO." On April 12, 1995, the last sale
price of Mycogen Common Stock as reported on the Nasdaq National Market was
$10.25 per share.
The Selling Stockholder and any broker-dealers, agents or underwriters that
participate with the Selling Stockholder in the distribution of Shares may be
deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act, and any commissions received by them and any profit on the
resale of the Shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. See "Plan of Distribution"
for a description of indemnification arrangements.
________________
THE COMMON STOCK OFFERED HEREBY INVOLVES A
HIGH DEGREE OF RISK.
SEE "RISK FACTORS."
________________
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.
_______________
The date of this Prospectus is April 20, 1995.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFERING MADE HEREBY, AND IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY, THE SELLING STOCKHOLDER OR BY ANY OTHER PERSON. NEITHER THE DELIVERY
OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT INFORMATION HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY THE SHARES TO ANY PERSON OR BY ANYONE
IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION MAY NOT LAWFULLY BE
MADE.
AVAILABLE INFORMATION
Mycogen is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and, in accordance
therewith, files reports, proxy or information statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the following regional offices of the Commission:
7 World Trade Center, 13th Floor, New York, New York 10048 and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such material also can be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.
Additional information regarding the Company and the shares offered hereby
is contained in the Registration Statement on Form S-3 and the exhibits thereto
(the "Registration Statement") filed with the Commission under the Securities
Act of 1933, as amended (the "Securities Act"). For further information
pertaining to the Company and the shares, reference is made to the Registration
Statement and the exhibits thereto, which may be inspected without charge at,
and copies thereof may be obtained at prescribed rates from, the office of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.
INFORMATION INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission
(Commission File No. 0-15881) are hereby incorporated by reference in this
Prospectus:
(1) The Annual Report of the Company on Form 10-K for the fiscal year
ended December 31, 1994; and
(2) The description of the Company's Common Stock contained in its
Registration Statement on Form 8-A filed with the Commission on May
19, 1987.
All reports and other documents subsequently 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 this Offering shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such reports and documents. Any statement incorporated herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any or all of the foregoing documents incorporated herein by reference (other
than exhibits to such documents, unless such exhibits are specifically
incorporated by reference into such document). Requests for such documents
should be submitted in writing to the Secretary, at Mycogen Corporation, 4980
Carroll Canyon Road, San Diego, California 92121 or by telephone at (619) 453-
8030.
-2-
THE COMPANY
Mycogen is a diversified agricultural biotechnology company that develops
and markets environmentally compatible biopesticides and improved crop varieties
to control pests and to increase food and fiber production. The Company has five
operating units: (1) Agrigenetics, Inc., a majority-owned subsidiary doing
business as Mycogen Plant Sciences ("Mycogen Plant Sciences" or "MPS"), that
produces and markets planting seeds for agricultural and oilseed crops and uses
biotechnology and traditional plant breeding techniques to develop pest-
resistant and other value-added crop varieties; (2) a biopesticide division that
develops, manufactures and markets microbial and fatty acid based biopesticide
products; (3) Parasitix Corporation, a wholly owned animal health subsidiary
that develops and markets pesticides for use in poultry and livestock
operations; (4) an international division that markets internationally the
Company's biopesticides and value-added crop varieties through several foreign
subsidiaries and distribution networks present in over 50 countries; and (5)
Soilserv, Inc., a wholly-owned customized crop protection services subsidiary.
The Company's strategy is to use its proprietary Bacillus thuringiensis
("Bt") biotoxin gene technology (i) to expand its portfolio of biopesticide
products and (ii) in combination with the plant transformation and other
advanced plan science technology of its Mycogen Plant Sciences subsidiary, to
develop pest-resistant crop varieties with improved food and fiber
characteristics. With a total of 138 U.S. patents, more than 200 foreign patents
and approximately 97 additional patent applications pending in the U.S., with
corresponding applications pending in other countries, the Company believes that
it has a strong proprietary position for its Bt and plant science technology.
The Company also will continue to use traditional plant breeding techniques
to obtain pest resistance and other value added characteristics from native
plant sources, and to breed such characteristics into the Company's elite plant
parent lines for its seed crops. Value-added planting seed products
incorporating crop protection characteristics into the seed will be
commercialized through Mycogen Plant Sciences. The primary focus of this effort
will be in corn and cotton, two of the largest crops in terms of seed and
pesticide sales.
Biopesticides products embodying Mucogen's core technology are sold to the
agricultural crop protection markets through the biopesticide division and will
be sold to the poultry and livestock markets through the Parasitix subsidiary.
The international division will coordinate marketing, sales and distribution of
all products outside of North America.
Mycogen intends to continue to broaden its participation in the crop
protection industry by continuing to refine and apply its technology to better
meet the needs of the market and by pursuing strategic transactions and
acquisitions.
Mycogen was incorporated in California in December 1982 and was
reincorporated in Delaware in November 1986. The Company's headquarters are
located at 5501 Oberlin Drive, San Diego, California 92121, and its telephone
number is (619) 453-8030.
RISK FACTORS
The following are among the factors that should be considered carefully in
evaluating the Company and its business before purchasing the Common Stock
offered by this Prospectus.
SEASONALITY OF BUSINESS AND PRODUCT TESTING
The Company currently markets its products and services primarily for use
in the northern hemisphere, where the growing season generally runs from March
until October. The seasonal nature of the growing season will cause the
Company's operating revenues to be concentrated primarily in the first and
second calendar quarters and will result in substantial variations in
quarter-to-quarter financial results.
Commercial introduction of additional products is contingent on, among
other factors, completion of field testing and receipt of required regulatory
approvals. Unusual weather conditions during field tests or failure to receive
regulatory
-3-
approvals prior to the growing season may delay field tests, or require
additional field tests in subsequent growing seasons, with a resulting delay in
product tests, development and commercialization. Such delays could result in
additional losses from increased operating expenses in the intervening period
without significant offsetting revenues.
ABSENCE OF PROFITABLE OPERATIONS
The Company first achieved profitability on an annual basis in fiscal 1994.
There can be no assurance that profitability will continue on a quarterly or
annual basis in the future. There also can be no assurance that the Company will
experience revenue growth. As of December 31, 1994, the Company had an
accumulated deficit of approximately $97,765,000. Funding to date has been
provided primarily through public and private sales of equity securities,
product sales, revenues from collaborative agreements with corporate partners
and interest income. Operating losses may continue to occur as a result of
expenses incurred in anticipation of additional product introductions and
continued substantial research and development costs.
AGRIBUSINESS RISKS
In addition to the risks associated with the development, production and
marketing of the Company's products, general market risks are present in the
agricultural business. Government policies, both in the United States and
overseas, year-to-year fluctuations in pest populations and weather conditions
in the growing areas are significant factors in determining the volume of
planting seeds and biopesticides sold and, therefore, the Company's revenues.
Government policies affect, among other things, crop acreage planted, farmers'
decisions as to which crops to plant, the export of agricultural crops, the
types of pesticides used and commodity prices. Year-to-year fluctuations in pest
populations are influenced by weather conditions, the gestation cycles for
particular pests and the effectiveness of pesticides, among other factors.
Weather conditions affect seed production yields, planting decisions by farmers
and commodity prices. There can be no assurance that current or future
government policies will not have a material adverse effect on the Company's
business. There can be no assurance that year-to-year fluctuations in certain
pest populations will not have a material adverse effect on the Company's
business. There also can be no assurance that adverse weather conditions will
not have a material adverse effect on the Company's business.
HIGHLY COMPETITIVE INDUSTRY
The Company faces stiff competition. There are many companies, including
planting seed companies and chemical companies, that are seeking to develop new
products to protect crops from pests and to increase crop yield. Many of these
companies have substantially greater financial and technical resources and
production and marketing capabilities than the Company. In addition, many of
these companies have had significantly greater resources than the Company to
obtain regulatory approval and to market new products. Although the crop
protection and planting seed industry is already highly competitive, competition
may increase further as a result of the potential advances in the commercial
applicability of biotechnology and the greater availability of capital for
investment in these fields. Accordingly, there can be no assurance that the
Company will be able to continue to compete successfully with its existing
competitors or will be able to compete successfully with new competitors.
GOVERNMENT REGULATION; PRODUCT APPROVAL
Many of the crop protection products under development by the Company are
considered pesticides, and are subject to rigorous testing and approval
processes by the U.S. Environmental Protection Agency ("EPA") and similar
regulatory authorities in various states and in other countries. The process of
obtaining such approvals can be lengthy and expensive. There can be no assurance
that the Company will be able to obtain the necessary approvals for marketing
additional crop protection products. For example, while the EPA has in place a
registration procedure for biopesticides that is streamlined in comparison to
the registration procedure for chemical pesticides, there can be no assurance
that all of the Company's products will be eligible for the streamlined
procedure or that additional requirements will not be added by the EPA, which
could make the procedure more time-consuming and costly. In addition, the
regulatory process for crop protection products using genetic engineering and
other methods of biotechnology is evolving and additional restrictions on
-4-
research and product commercialization may result. If the Company is unable to
obtain the necessary approvals to market additional crop protection products,
such circumstances would have a material adverse effect on the Company.
The field testing, production and marketing of genetically engineered
planting seeds by the Company are also subject to federal, state, local and
foreign government regulation. The United States Department of Agriculture
("USDA") has not exempted from its permit process the commercial production of
genetically engineered plants other than one company's variety of tomato. The
production and marketing of genetically engineered plants also are subject to
review by the U.S. Food and Drug Administration ("FDA") if the plants are
intended to be used as a food product. There can be no assurance that the
agencies that oversee current or future regulations of genetically engineered
planting seeds will allow the Company to produce and market their genetically-
engineered planting seeds in a timely manner or under technically or
commercially feasible conditions. In addition, regulatory action or private
litigation could result in expenses, delays and other problems for the Company's
product development programs and the commercialization of its products.
In addition, the Company, and particularly its Soilserv subsidiary, is
subject to a variety of federal, state and local environmental regulations in
connection with the storage, application and disposal of pesticides and the
storage of fuel used in operations. Although the Company believes that it is in
compliance with all such environmental regulations, failure to comply with
present or future regulations could result in substantial expense or the
suspension or cessation of material operations, which could have a material
adverse effect on the Company. In addition, in the event of a misapplication of
pesticides or improper storage or disposal of pesticides or storage of fuels by
the Company, the Company or one or more of its subsidiaries could be held liable
for any resulting damages and clean up costs, which liability could have a
material adverse effect on the Company. The Company also could be held liable
for damages and clean up costs that could result from past storage and disposal
of pesticides or storage of fuels, which liability could have a material adverse
effect on the Company.
MARKET ACCEPTANCE
The predominant pest control products in use today are chemical
pesticides. The Company's products usually require different pest control
practices. The rate at which farmers adopt new pest control practices will
affect directly the market acceptance of the Company's products. If market
acceptance of the Company's products is slower than anticipated, the Company's
product sales would be adversely affected, which could result in continuing or
increased losses. There can be no assurance that such products will gain public
acceptance, regardless of the status of the regulatory approvals.
DEPENDENCE ON PATENTS AND PROPRIETARY TECHNOLOGY
The Company has developed proprietary information and techniques and has
received and applied for patents relating to its technology and products. There
can be no assurance that the patents for which the Company has applied will be
issued or that any issued patents will provide adequate protection for the
Company's products and processes. In the absence of patent protection, the
Company may be vulnerable to competitors who attempt to imitate the Company's
products and processes with respect to the Company's products. In addition,
other companies and inventors may receive patents that contain claims applicable
to some of the Company's products. Sale of the Company's products covered by
such patents could require licenses that may not be available on acceptable
terms. The patent position of biotechnology firms in general is highly
uncertain. There can be no assurance as to the degree and range of protection
from biotechnology patents or to the Company's ability to pursue its strategy
without infringing the patents of others.
The Company also relies upon unpatented proprietary and trade secret
technology. Although the Company takes precautions to protect its proprietary
and trade secret technology, there can be no assurance that others will not
independently develop substantially equivalent information and techniques or
otherwise gain access to the Company's trade secrets or proprietary information.
Certain companies have been issued patents or have obtained proprietary rights
necessary or potentially useful to the Company. The scope and validity of
patents and other proprietary rights held by others are presently unknown. If
such rights are critical to the Company and cannot be obtained on terms
favorable to the Company, delays in the development of products could result,
and market introductions of products could be inhibited.
-5-
INFLUENCE OF CORPORATE RELATIONSHIPS
The Company has corporate relationships and intends to enter into future
corporate relationships to commercialize certain of its products in non-
agricultural and foreign markets. Although the Company believes that its
corporate partners will be economically motivated to commercialize the products
covered by these relationships in a timely and effective manner, the amount and
timing of financial and other resources devoted to these activities generally
are influenced by the Company's corporate partners.
EXCLUSIVE MANUFACTURING AGREEMENT
The Company's microbial bioinsecticides are manufactured by Enzyme
Bio-Systems, Ltd. ("EB") pursuant to an exclusive manufacturing agreement. The
Company believes that EB has sufficient available capacity at its plant to
satisfy the Company's needs for the immediate future. However, if EB were
unable to manufacture bioinsecticides for the Company, manufacture of such
products could be interrupted until alternative sources could be located. Such
an interruption would have a short-term adverse effect and could have a long-
term adverse effect on the Company's business. The Company intends to implement
a new higher yielding production process for certain of its biopesticide
products to improve economics. Implementation of this process at EB may require
capital investment by the Company and delays may be encountered which could have
a material adverse effect on the Company.
PRODUCT LIABILITY
The Company faces an inherent business risk of exposure to product
liability claims in the event that the use of its current or prospective
products results in adverse effects. While the Company will continue to attempt
to take appropriate precautions, there can be no assurance that it will avoid
significant product liability exposure. The Company currently maintains limited
product liability insurance for its products.
VOLATILITY OF STOCK PRICE
The market prices for securities of emerging companies, including Mycogen,
have been highly volatile. Announcements of technological innovations for new
commercial products by the Company's present or potential competitors, actual or
anticipated financial results, developments concerning patents or other
proprietary rights, adverse results in the Company's field tests, adverse
litigation, adverse legislation, regulatory decisions at any level of government
or public concerns regarding biopesticides or biotechnology may have a
significant impact on the Company's business and on the market price of the
Company's Common Stock.
SHARES ELIGIBLE FOR FUTURE SALE
Future sales of shares by existing stockholders pursuant to Rule 144 of the
Securities Act of 1933, as amended, or through the exercise of outstanding
registration rights could have an adverse effect on the price of the Company's
Common Stock.
SELLING STOCKHOLDER
The following table sets forth certain information regarding the Selling
Stockholder's beneficial ownership of the Company's Common Stock as of February
28, 1995. Except as otherwise indicated in this Prospectus the Selling
Stockholder has not had a material relationship with the Company within the past
three years other than as a result of the ownership of the Shares or other
securities of the Company. The numbers set forth in the column "Number of Shares
Being Offered" below constitute all of the Shares that the Selling Stockholder
may distribute in the offering; however, there are currently no agreements,
arrangements or understandings with respect to the sale of any of the Shares and
the table below assumes the sale of all Shares held by the Selling Stockholder.
The Shares are being registered to permit public secondary trading of the
Shares, and the Selling Stockholder may offer the Shares for resale from time to
time. See "Plan of Distribution."
-6-
The Selling Stockholder received upon execution of the Purchase Agreement
153,846 shares of Mycogen Common Stock, as part of the consideration for the
transactions under the Purchase Agreement. The following table sets forth the
name of the Selling Stockholder, the number of shares of Mycogen Common Stock
owned beneficially by the Selling Stockholder as of February 28, 1995 and the
number of shares which may be offered pursuant to this Prospectus. Mycogen will
not receive any of the proceeds from the sale of Shares by the Selling
Stockholder.
The Company has filed with the Commission a Registration Statement on Form
S-3, of which this Prospectus forms a part, with respect to, among other things,
the resale of the Shares from time to time at prevailing prices in the over-the-
counter market or in privately-negotiated transactions and has agreed to prepare
and file such amendments and supplements to the Registration Statement as may be
necessary to keep the Registration Statement effective until all Shares offered
hereby have been sold pursuant thereto or until, pursuant to the Purchase
Agreement, Mycogen has repurchased all outstanding Shares.
Shares Beneficially Number of Shares Beneficially
Owned Shares Being Owned
Name and Address Prior to Offering/1/2/ Offered After Offering/2//
- -------------------------------------------- ------------------------------ --------- -------------------------
Number Percent Number Percent
---------- ------------- ---------- ---------
Delta and Pine Land Company................ 153,846 * 153,846 0 0%
One Cotton Way
Scott, Mississippi 38772
_______________________
* Less than 1%.
/1// The persons named in the table have sole voting and sole investment
power with respect to all shares beneficially owned.
/2// Applicable percentage of ownership is calculated pursuant to Rule 13d-
3(d)(1) and is based on 19,309,047 shares of Common Stock outstanding
of February 28, 1995.
-7-
PLAN OF DISTRIBUTION
The Shares offered hereunder may be sold from time to time by the Selling
Stockholder, or by pledgees, donees, transferees or other successors in
interest. Such sales may be made on the Nasdaq National Market or in the over-
the-counter market or otherwise, at prices and on terms then prevailing or
related to the then-current market price, or in negotiated transactions. The
Shares may be sold to or through one or more broker-dealers, acting as agent or
principal, in underwritten offerings, block trades, agency placements, exchange
distributions, brokerage transactions or otherwise, or in any combination of
transactions.
At the time a particular offer of Shares is made, to the extent required, a
supplemental Prospectus will be distributed which will set forth the number of
shares being offered and the terms of the offering including the name or names
of any underwriters, dealers or agents, the purchase price paid by any
underwriter for the Shares purchased from the Selling Stockholder, any
discounts, commissions and other items constituting compensation from the
Selling Stockholder and any discounts, concessions or commissions allowed or
reallowed or paid to dealers.
In connection with any transaction involving the Shares, broker-or others
may receive from the Selling Stockholder, and may in turn pay to other broker-
dealers or others, compensation in the form of commissions, discounts or
concessions in amounts to be negotiated at the time (which compensation may be
in excess of customary commissions). Broker-dealers and any other persons
participating in a distribution of the Shares may be deemed to be "underwriters"
within the meaning of the Act in connection with such distribution, and any such
commissions, discounts or concessions may be deemed to be underwriting discounts
or commissions under the Act.
Any or all of the sales or other transactions involving the Shares
described above, whether effected by the Selling Stockholder, any broker-dealer
or others, may be made pursuant to this prospectus. In addition, any Shares that
qualify for sale pursuant to Rule 144 under the Act may be sold under rule 144
rather than pursuant to this prospectus.
In order to comply with the securities laws of certain states, if the
Shares may be sold in such jurisdictions only through registered or licensed
brokers or dealers. In addition, in certain states the Shares may not be sold
unless it has been registered or qualified for sale or an exemption from
registration or qualification requirements is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any person
engaged in the distribution of the Shares may not simultaneously engage in
market making activities with respect to Mycogen Common Stock for a period of
two business days prior to the commencement of such distribution. In addition
and without limiting the foregoing, the Selling Stockholder will be subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder, including, without limitation, Rules 10b-6 and 10b-7, which
provisions may limit the timing of purchases and sales of shares of the Shares
by the Selling Stockholder.
All costs associated with this offering will be paid by Mycogen.
Mycogen and the Selling Stockholder may agree to indemnify certain persons,
including broker-dealers or others, against certain liabilities in connection
with any offering of the Shares, including liabilities under the Securities Act.
LEGAL MATTERS
The validity of the shares offered hereby will be passed upon for the
Company by Carlton J. Eibl, vice president and general counsel of the Company.
-8-
EXPERTS
The consolidated financial statements of Mycogen Corporation appearing in
Mycogen Corporation's Annual Report (Form 10-K) for the year ended December 31,
1994, havee been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon icluded therein and incorporated herein by
reference. Such financial statements are, and audited financial statements to be
included in subsequently filed documents will be, incorporated herein in
reliance upon the reports of Ernst & Young LLP pertaining to such financial
statements (to the extent covered by consents filed with the Securities and
Exchange Commission) given upon the authority of such firm as experts in
accounting and auditing.
-9-
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various costs and expenses to be paid by the
Company with respect to the sale and distribution of the securities being
registered. All of the amounts shown are estimates except the Securities and
Exchange Commission registration.
SEC Registration Fee.............. $ 524
Legal Fees and Expenses........... $ 5,000
Accounting Fees and Expenses*..... $ 3,000
Printing and Engraving Expenses*.. $ 1,200
Miscellaneous*.................... $ 276
Total............................... $10,000
======
__________________
*Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation law provides for
indemnification of a corporation's officers and directors under certain
circumstances. Section 145 of the Delaware General Corporation Law also provides
that a corporation has the power to purchase and maintain insurance on behalf of
its officers and directors against any liability asserted against such person
and incurred by him or her in such capacity, or arising out of his or her status
as such, whether or not the corporation would have the power to indemnify him or
her against such liability under the provisions of Section 145 of the Delaware
General Corporation Law. Section 7.7 of the Bylaws of the Company also provides
for indemnification of officers and directors, as authorized by Section 145.
Section 102(b)(7) of the Delaware General Corporation Law enables a
corporation in its certificate of incorporation to limit the personal liability
of members of its board of directors for violations of a director's fiduciary
duty of care. The Section does not, however, limit the liability of a director
for breaching his or her duty of loyalty, failing to act in good faith, engaging
in intentional misconduct or knowingly violating a law, or from any transaction
in which the director derived an improper personal benefit. The Section also
will have no effect on claims arising under the federal securities laws. The
Certificate of Incorporation of the Company limits the liability of its
directors as authorized by Section 102(b)(7).
The stockholders of the Company have approved indemnification agreements
with each of its directors. These agreements provide for indemnification against
liability incurred in their capacity as directors.
ITEM 16. EXHIBITS
(A) EXHIBITS
5.1 Opinion of Vice President and General Counsel of the Company
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Vice President and General Counsel of the Company (to be
included in Exhibit 5.1).
24.1 Power of Attorney (see page II-4).
II-1
99.1 Purchase Agreement among Mycogen, Agrigenetics, Inc. and Delta and
Pine Land Company, dated February 15, 1995.
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;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent post-
effective amendment thereof) which individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) If the registrant is a foreign private issuer, to file a post-
effective amendment to the registration statement to include any financial
statements required by Rule 3-19 of Regulation S-X at the state of any delayed
offering or throughout a continuous offering.
The undersigned Registrant hereby undertakes 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.
The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the Prospectus, to each person to whom the Prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the Prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the Prospectus, to deliver, or
cause to be delivered to each person to whom the Prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the Prospectus to provide such interim financial information.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, Delaware Corporation law, the
Underwriting Agreement 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 Act and is, therefor, 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 question has been
II-2
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 Registrant hereby undertakes that:
(1) For purposes of determining any liability under the 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 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 of 1933, 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-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 San Diego, State of California, on the 19th day of
April, 1995.
MYCOGEN CORPORATION
By /s/ Jerry D. Caulder
----------------------------------------------
Jerry D. Caulder
Chairman, President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Jerry D. Caulder and Carlton J. Eibl and each of
them, as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Jerry D. Caulder Chairman, President, Chief April 19, 1995
- --------------------------- Executive Officer and Director
(Jerry D. Caulder) (Principal Executive Officer)
/s/ Carlton J. Eibl Executive Vice President April 19, 1995
- --------------------------- (Principal Financial Officer)
(Carlton J. Eibl)
/s/ James Baumker Controller (Principal Accounting April 19, 1995
- --------------------------- Officer)
(James Baumker)
/s/ Andrew C. Barnes Executive Vice President and April 19, 1995
- --------------------------- Director
(Andrew C. Barnes)
/s/ Thomas J. Cable Director April 19, 1995
- ---------------------------
(Thomas J. Cable)
/s/ Orville Freeman Director April 19, 1995
- ---------------------------
(Orville Freeman)
/s/ George R. Hill Director April 19, 1995
- ---------------------------
(George R. Hill)
/s/ David A. Rammler Director April 19, 1995
- ---------------------------
(David A. Rammler)
/s/ A. John Speziale Director April 19, 1995
- ---------------------------
(A. John Speziale)
II-4
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-3
UNDER
SECURITIES ACT OF 1933
MYCOGEN CORPORATION
EXHIBIT INDEX
-------------
Exhibit
Number Exhibit
- ------- -------
5.1 Opinion of Vice President and General Counsel of the Company.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Vice President and General Counsel of the Company
(to be included in Exhibit 5.1).
24.1 Power of Attorney (see page II-4).
99.1 Purchase Agreement among Mycogen, Agrigenetics, Inc. and Delta
and Pine Land Company, dated February 15, 1995.