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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 13, 1996
REGISTRATION NO. 333-04943
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LA JOLLA PHARMACEUTICAL COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 33-0361285
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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6455 NANCY RIDGE DRIVE
SAN DIEGO, CALIFORNIA 92121
(619) 452-6600
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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STEVEN B. ENGLE
CHIEF EXECUTIVE OFFICER
LA JOLLA PHARMACEUTICAL COMPANY
6455 NANCY RIDGE DRIVE
SAN DIEGO, CALIFORNIA 92121
(619) 452-6600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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Copies to:
BRIAN W. COPPLE, ESQ. ALAN C. MENDELSON, ESQ.
GIBSON, DUNN & CRUTCHER LLP D. BRADLEY PECK, ESQ.
4 PARK PLAZA, SUITE 1700 COOLEY GODWARD CASTRO HUDDLESON & TATUM
IRVINE, CALIFORNIA 92714 4365 EXECUTIVE DRIVE, SUITE 1100
(714) 451-3874 SAN DIEGO, CALIFORNIA 92121-2128
(619) 550-6000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this registration statement becomes effective.
If the only securities being registered on this form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
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. / /
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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.
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EXPLANATORY NOTE
This Amendment No. 1 to Registration Statement is filed solely for the
purpose of filing Exhibit 5.1, the opinion of the registrant's counsel as to the
legality of the securities being issued.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS
Set forth below is a list of the exhibits included as part of this
Registration Statement:
EXHIBIT
NUMBER DESCRIPTION
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1.1 Form of Underwriting Agreement(1)
5.1 Opinion of Gibson, Dunn & Crutcher
23.1 Consent of Ernst & Young LLP(1)
23.2 Consent of Gibson, Dunn & Crutcher (included in Exhibit 5.1)
24.1 Power of Attorney(1)
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(1) Previously filed with this Registration Statement on May 31, 1996.
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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 AMENDMENT NO. 1 TO
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF SAN DIEGO, STATE OF CALIFORNIA, ON JUNE 12,
1996.
LA JOLLA PHARMACEUTICAL COMPANY
(REGISTRANT)
By: /s/ STEVEN B. ENGLE
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Steven B. Engle
Chief Executive Officer
POWER OF ATTORNEY
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 1 TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
NAME TITLE DATE
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/s/ STEVEN B. ENGLE Director, Chief Executive June 12, 1996
- ------------------------------------------ Officer and President
Steven B. Engle (Principal Executive
Officer)
/s/ WOOD C. ERWIN Vice President of Finance June 12, 1996
- ------------------------------------------ and Chief Financial Officer
Wood C. Erwin (Principal Financial
Officer and Principal
Accounting Officer)
* Director June 12, 1996
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Thomas H. Adams
* Director June 12, 1996
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William E. Engbers
* Director June 12, 1996
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Robert A. Fildes
* Director and Chairman June 12, 1996
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Joseph Stemler
*By: /s/ STEVEN B. ENGLE
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Steven B. Engle
Attorney-in-Fact
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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1.1 Form of Underwriting Agreement(1)
5.1 Opinion of Gibson, Dunn & Crutcher
23.1 Consent of Ernst & Young LLP(1)
23.2 Consent of Gibson, Dunn & Crutcher (included in Exhibit 5.1)
24.1 Power of Attorney(1)
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(1) Previously filed with this Registration Statement on May 31, 1996.