As filed with the Securities and Exchange Commission on November 2, 2001
Registration No. 33- ______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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ADVANCED MAGNETICS, INC.
(Exact name of registrant as specified in its charter)
Delaware 04-2742593
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
61 Mooney Street, Cambridge, Massachusetts 02138
(Address of Principal Executive Offices) (Zip Code)
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ADVANCED MAGNETICS, INC. 1993 STOCK PLAN
(Full title of the plan)
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Jerome Goldstein
Chief Executive Officer, President and Treasurer
Advanced Magnetics, Inc.
61 Mooney Street
Cambridge, Massachusetts 02138
(Name and address of agent for service)
(617) 497-2070
(Telephone number, including area code, of agent for service)
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Copy to:
Sharon Goddard White, Esq.
WHITE & MCDERMOTT, P.C.
65 William Street
Wellesley, Massachusetts 02481
(781) 431-1700
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CALCULATION OF REGISTRATION FEE
Proposed
Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered price per share price registration fee
--------------------- ---------------- ------------------- --------------------- ------------------
Common Stock, 200,000 shares $3.425 (1) $685,000 $171.25
$.01 par value
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended,
and based upon the average of the high and low prices of the Common Stock on the
American Stock Exchange on October 31, 2001.
STATEMENT UNDER GENERAL INSTRUCTION E
REGISTRATION OF ADDITIONAL SECURITIES
This registration statement on Form S-8 registers additional securities of
the same class as other securities for which a registration statement on Form
S-8 relating to the registrant's 1993 Stock Plan is effective. The registrant's
1993 Stock Plan was amended by resolution of the Board of Directors on December
22, 1998, and approved by the registrant's shareholders on February 2, 1999, to
increase the maximum number of shares of the registrant's $.01 par value Common
Stock which may be issued under the 1993 Stock Plan from 500,000 shares to
700,000 shares. Accordingly, pursuant to General Instruction E to Form S-8, the
registrant hereby incorporates by reference herein the contents of such
registration statement on Form S-8 relating to the registrant's 1993 Stock Plan
filed with the Securities and Exchange Commission on May 11, 1993, File No.
33-62522, and hereby deems such contents to be a part hereof, except as
otherwise updated or modified by this registration statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the registrant with the Securities and
Exchange Commission are hereby incorporated by reference in this registration
statement:
1. The registrant's Annual Report on Form 10-K for the year ended September
30, 2000;
2. The registrant's Current Reports on Form 8-K filed on November 17, 2000
and April 30, 2001;
3. The registrant's Quarterly Reports on Form 10-Q for the quarters ended
December 31, 2000, March 31, 2001 and June 30, 2001; and
4. The section entitled "Description of Registrant's Securities to be
Registered" contained in the registrant's Registration Statement
No. 0-14732 on Form 8-A filed pursuant to Section 12(g) of the Exchange
Act.
In addition, all documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all of such securities then remaining unsold,
shall be deemed to be incorporated by reference into this registration statement
and to be a part hereof from the date of filing of such documents.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Legal matters in connection with the issuance of Common Stock offered
hereby have been passed upon for the registrant by White & McDermott, P.C. as
counsel to the registrant. Rachel Goldstein Konforty, an associate of White &
McDermott, P.C., is the Assistant Secretary of the registrant and beneficially
owns less than three percent of the registrant's Common Stock, a portion of
which Ms. Konforty disclaims beneficial ownership and control.
Item 8. EXHIBITS
The following exhibits are filed as part of this registration statement:
4.1 Certificate of Incorporation of the registrant, as amended (incorporated by
reference to Exhibit 3.1 to the registrant's Annual Report on Form 10-K for
the fiscal year ended September 30, 2000, File No. 0-14732).
4.2 By-Laws of the registrant, as amended (incorporated by reference to Exhibit
3.2 to the registrant's Annual Report on Form 10-K for the fiscal year
ended September 30, 2000, File No. 0-14732).
4.3 Specimen certificate representing the registrant's Common Stock
(incorporated by reference to Exhibit 6 to the Registration Statement on
Form 8-A of the registrant, Reg. No. 1-10865).
*5.1 Opinion of White & McDermott, P.C. as to the legality of the securities
being registered.
10.1 1993 Stock Plan, as amended February 2, 1999 (incorporated by reference to
the exhibits to the registrant's definitive proxy statement for the fiscal
year ended September 30, 1998, File No. 000-14732).
*23.1 Consent of PricewaterhouseCoopers LLP, independent accountants.
23.2 Consent of White & McDermott, P.C. (included in Exhibit 5.1).
24 Power of Attorney (included in the signature pages of this registration
statement).
* Filed herewith.
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-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Cambridge, the Commonwealth of Massachusetts, on this
1st day of November, 2001.
ADVANCED MAGNETICS, INC.
By: /S/ JEROME GOLDSTEIN
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Jerome Goldstein, Chairman of the Board,
Chief Executive Officer, President and Treasurer
POWER OF ATTORNEY
We, the undersigned officers and directors of Advanced Magnetics, Inc.
hereby severally constitute Jerome Goldstein and James A. Matheson and each of
them singly, our true and lawful attorneys with full power to them, and each of
them singly, to sign for us and in our names in the capacities indicated below,
the registration statement on Form S-8 filed herewith and any and all
pre-effective and post-effective amendments to said registration statement, and
generally to do all such things in our names and on our behalf in our capacities
as officers and directors to enable Advanced Magnetics, Inc. to comply with the
provisions of the Securities Act, and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, or any of them, to said registration statement
and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement on Form S-8 has been signed below by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/S/ JEROME GOLDSTEIN Chairman of the Board, November 1, 2001
---------------------- Chief Executive Officer, President
Jerome Goldstein and Treasurer (principal executive
and financial officer)
/S/ JAMES A. MATHESON Vice President - Finance November 1, 2001
--------------------- (principal accounting officer)
James A. Matheson
/S/ SHELDON L. BLOCH Director November 1, 2001
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Sheldon L. Bloch
/S/ MICHAEL D. LOBERG Director November 1, 2001
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Michael D. Loberg
/S/ EDWARD B. ROBERTS Director November 1, 2001
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Edward B. Roberts
/S/ GEORGE M. WHITESIDES Director November 1, 2001
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George M. Whitesides
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF DOCUMENTS
4.1 Certificate of Incorporation of the registrant, as amended
(incorporated by reference to Exhibit 3.1 to the registrant's Annual
Report on Form 10-K for the fiscal year ended September 30, 2000, File
No. 0-14732).
4.2 By-Laws of the registrant, as amended (incorporated by reference to
Exhibit 3.2 to the registrant's Annual Report on Form 10-K for the
fiscal year ended September 30, 2000, File No. 0-14732).
4.3 Specimen certificate representing the registrant's Common Stock
(incorporated by reference to Exhibit 6 to the Registration Statement
on Form 8-A of the registrant, Reg. No. 1-10865).
*5.1 Opinion of White & McDermott, P.C. as to the legality of the
securities being registered.
10.1 1993 Stock Plan, as amended February 2, 1999 (incorporated by
reference to the exhibits to the registrant's definitive proxy
statement for the fiscal year ended September 30, 1998, File No.
000-14732).
*23.1 Consent of PricewaterhouseCoopers LLP, independent accountants.
23.2 Consent of White & McDermott, P.C. (included in Exhibit 5.1).
24 Power of Attorney (included in the signature pages of this
registration statement).
* Filed herewith.