-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QMJN30/bTR1I1PoD/EKE9PvIpO/AGWIyE7LO0IkopL1QXszti8eQLVJa71cTSJww +JY+oWFtCwkasRhzb5FQvw== 0000891618-99-001343.txt : 19990403 0000891618-99-001343.hdr.sgml : 19990403 ACCESSION NUMBER: 0000891618-99-001343 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 3 333-72185 FILED AS OF DATE: 19990331 EFFECTIVENESS DATE: 19990331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CERUS CORP CENTRAL INDEX KEY: 0001020214 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 680262011 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: SEC FILE NUMBER: 333-75413 FILM NUMBER: 99584547 BUSINESS ADDRESS: STREET 1: 2525 STANWELL DRIVE SUITE 300 CITY: CONCORD STATE: CA ZIP: 94520 BUSINESS PHONE: 5106039071 MAIL ADDRESS: STREET 1: 2525 STANWELL DRIVE STREET 2: STE 300 CITY: CONCORD STATE: CA ZIP: 94520 FORMER COMPANY: FORMER CONFORMED NAME: CERUS TECHNOLOGIES INC DATE OF NAME CHANGE: 19960731 S-3MEF 1 462(B) 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 31, 1999 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ CERUS CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 68-0262011 (STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
2525 STANWELL DRIVE, SUITE 300 CONCORD, CA 94520 (925) 603-9071 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ------------------------ STEPHEN T. ISAACS PRESIDENT AND CHIEF EXECUTIVE OFFICER CERUS CORPORATION 2525 STANWELL DRIVE, SUITE 300 CONCORD, CA 94520 (925) 603-9071 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------ COPIES TO: ALAN C. MENDELSON, ESQ. DAVID J. SEGRE, ESQ. HOWARD G. ERVIN, ESQ. WILSON SONSINI GOODRICH & ROSATI ANDREA VACHSS, ESQ. PROFESSIONAL CORPORATION COOLEY GODWARD LLP 650 PAGE MILL ROAD ONE MARITIME PLAZA, 20TH FLOOR PALO ALTO, CA 94306 SAN FRANCISCO, CA 94111 (650) 493-9300 (415) 693-2000
Approximate date of commencement of proposed sale to the public: AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT. 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. [X] 333-72185 CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------- TITLE OF CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM SECURITIES TO BE AMOUNT TO BE OFFERING AGGREGATE AMOUNT OF REGISTERED REGISTERED(1) PRICE PER SHARE OFFERING PRICE(2) REGISTRATION FEE(2) - ------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $.001 per share........ 230,000 $21.00 $4,830,000 $1,343 - -------------------------------------------------------------------------------------------------------------------------
(1) Includes 30,000 shares of Common Stock issuable upon exercise of the underwriters' over-allotment option. (2) Calculated in accordance with Rule 457(c) of the Securities Act of 1933, as amended, based on the public offering price of $21.00 per share. THIS REGISTRATION STATEMENT SHALL HEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 EXPLANATORY NOTE This registration statement is being filed pursuant to Rule 462(b) and General Instruction IV of Form S-3. Incorporated by reference herein is, in its entirety, the Registration Statement on Form S-3 (File No. 333-72185) of Cerus Corporation, as amended, which was declared effective by the Securities and Exchange Commission on March 31, 1999. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Concord, State of California, on the 31st day of March, 1999. CERUS CORPORATION By: /s/ STEPHEN T. ISAACS ------------------------------------ Stephen T. Isaacs President and Chief Executive Officer 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/ STEPHEN T. ISAACS President, Chief Executive March 31, 1999 - ----------------------------------------------------- Officer and Director (Principal Stephen T. Isaacs Executive Officer) * Chief Financial Officer and March 31, 1999 - ----------------------------------------------------- Vice President, Finance Robert E. Miller (Principal Financial and Accounting) * Director March 31, 1999 - ----------------------------------------------------- B.J. Cassin * Director March 31, 1999 - ----------------------------------------------------- John E. Hearst * Director March 31, 1999 - ----------------------------------------------------- Peter H. McNerney * Director March 31, 1999 - ----------------------------------------------------- Dale A. Smith * Director March 31, 1999 - ----------------------------------------------------- Henry E. Stickney *By: /s/ STEPHEN T. ISAACS ------------------------------------------------ Stephen T. Isaacs Attorney-in-fact
4 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 5.1 Opinion of Cooley Godward LLP. 23.1 Consent of Ernst & Young LLP, Independent Auditors. 23.2 Consent of Cooley Godward LLP (Reference is made to Exhibit 5.1).
EX-5.1 2 OPINION OF COOLEY GODWARD LLP 1 EXHIBIT 5.1 [COOLEY GODWARD LETTERHEAD] March 31, 1999 Cerus Corporation 2525 Stanwell Drive, Suite 300 Concord, CA 94520 Ladies and Gentlemen: You have requested our opinion with respect to certain matters in connection with the filing by Cerus Corporation, a Delaware corporation (the "Company"), of a Registration Statement on Form S-3 (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") on March 31, 1999 covering the offering of up to an additional 230,000 shares of the Company's common stock with a par value of $0.01 (including 30,000 shares of common stock for which the underwriters will be granted an over-allotment option) (the "Shares"). In connection with this opinion, we have examined and relied upon the Registration Statement and related Prospectus included therein, the Company's Restated Certificate of Incorporation and Bylaws, and the originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals, and the conformity to originals of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold in accordance with the Registration Statement, will be validly issued, fully paid and nonassessable. We consent to the reference to our firm under the caption "Legal Matters" in the Prospectus included in the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, COOLEY GODWARD LLP By: /s/ HOWARD G. ERVIN ------------------------------------ Howard G. Ervin EX-23.1 3 CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement (Form S-3) of Cerus Corporation for the registration of shares of its common stock and to the reference to our firm under the caption "Experts" included in the Registration Statement on Form S-3 (No. 333-72185) and to the use of our report dated January 22, 1999, except for Note 2 as to which the date is January 30, 1999 and Note 5, as to which the date is March 3, 1999, with respect to the financial statements of Cerus Corporation, included and incorporated by reference in the Registration Statement on Form S-3 (No. 333-72185). /s/ Ernst & Young LLP ----------------------------- Walnut Creek, California March 29, 1999 -----END PRIVACY-ENHANCED MESSAGE-----