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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 30, 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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INCYTE PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-3136539
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
3174 Porter Drive
Palo Alto, California 94304
(415) 855-0555
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
ROY A. WHITFIELD
Chief Executive Officer
Incyte Pharmaceuticals, Inc.
3174 Porter Drive
Palo Alto, California 94304
(415) 855-0555
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
STANTON D. WONG DAVID J. SEGRE
SALLY BRAMMELL ADAM R. DOLINKO
BARBARA M. LANGE AMY E. REES
Pillsbury Madison & Sutro LLP Wilson Sonsini Goodrich & Rosati
P.O. Box 7880 Professional Corporation
San Francisco, California 94120 650 Page Mill Road
Palo Alto, California 94304
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
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, 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. /X/ 333-31307
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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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
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Common Stock, $.001 par value . . . 227,713 shares $62.875 $14,317,455 $4,339
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(1) Includes 27,713 shares that the Underwriters have the option to purchase to
cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based upon the average of the high and low prices
of the Company's Common Stock on the Nasdaq National Market on July 23,
1997.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act") by Incyte Pharmaceuticals, Inc. (the "Company"), pursuant to Rule 462(b)
under the Act. This Registration Statement incorporates by reference the
contents of the Registration Statement on Form S-3 (File No. 333-31307) relating
to the offering of up to 1,150,000 shares of Common Stock of the Company.
CERTIFICATION
The Company hereby certifies to the Commission that (i) it has
instructed its bank to pay the Commission the filing fee set forth on the cover
page of this Registration Statement by a wire transfer of such amount to the
Commission's account at Mellon Bank as soon as practicable (but no later than
the close of business on July 31, 1997), (ii) it will not revoke such
instructions, (iii) it has sufficient funds in the relevant account to cover the
amount of such filing fee, and (iv) it will confirm receipt of such instructions
by the bank during regular business hours on July 31, 1997.
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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 Palo Alto, State of California, on July 30,
1997.
INCYTE PHARMACEUTICALS, INC.
By RANDAL W. SCOTT
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Randal W. Scott
President and Secretary
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.
Name Title Date
---- ----- ----
*
- ------------------------------------------ Chief Executive Officer (Principal July 30, 1997
Roy A. Whitfield Executive Officer) and Director
* Executive Vice President, Chief
- ------------------------------------------ Financial Officer and Treasurer July 30, 1997
Denise M. Gilbert (Principal Financial Officer)
Director of Finance and
* Administration (Principal Accounting July 30, 1997
- ------------------------------------------ Officer)
Janet L. Nibel
* July 30, 1997
- ----------------------------------------- Chairman of the Board
Jeffrey J. Collinson
* July 30, 1997
- ----------------------------------------- Director
Barry M. Bloom
* July 30, 1997
- ----------------------------------------- Director
Frederick B. Craves
* July 30, 1997
- ----------------------------------------- Director
Jon S. Saxe
RANDAL W. SCOTT July 30, 1997
- ----------------------------------------- Director
Randal W. Scott
*By RANDAL W. SCOTT
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Randal W. Scott
Attorney-in-Fact
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EXHIBIT INDEX
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION OF DOCUMENT NUMBERED PAGE
- ------ ----------------------- -------------
5.1 Opinion of Pillsbury Madison & Sutro LLP (incorporated by reference
to Exhibit 5.1 to the Registrant's Registration Statement on Form S-3
(File No. 333-31037)).
23.1 Consent of Ernst & Young LLP. 5
23.2 Consent of Pillsbury Madison & Sutro LLP (included in its
opinion filed as Exhibit 5.1 to this Registration
Statement).
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EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement on Form S-3 of Incyte Pharmaceuticals, Inc. for the registration of
227,713 shares of its common stock of our report dated February 7, 1997, with
respect to the consolidated financial statements of Incyte Pharmaceuticals,
Inc. included in its Annual Report (Form 10-K) for the year ended December 31,
1996 and to the reference of our firm under the captions "Selected Financial
Data" and "Experts" which are all included in the Registration Statement on
Form S-3 of Incyte Pharmaceuticals, Inc. (No. 333-31307) and incorporated by
reference in this Registration Statement.
/s/ ERNST & YOUNG LLP
Palo Alto, California
July 29, 1997
