As filed with the Securities and Exchange Commission on November 14, 2003
Registration No. 333-_____
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PROGENICS PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware 2834 13-3379479
(State or other jurisdiction (Primary Standard (I. R. S. Employer
of incorporation or organization) Industrial Classification Code Number) Identification No. )
777 Old Saw Mill River Road
Tarrytown, New York 10591
(914) 789-2800
(Address, including zip code, and telephone number, including area code of
registrant's principal executive offices)
--------------------------------------------------
Paul J. Maddon, M.D., Ph.D.
Chairman of the Board and
Chief Executive Officer
Progenics Pharmaceuticals, Inc.
777 Old Saw Mill River Road
Tarrytown, New York 10591
(914) 789-2800
(Name, address, including zip code and telephone number,
including area code, of agent for service)
--------------------------------------------------
Copies to:
Donald J. Murray, Esq. Philip K. Yachmetz, Esq. Hal J. Leibowitz, Esq.
Dewey Ballantine LLP Vice President and General Counsel Hale and Dorr LLP
1301 Avenue of the Americas Progenics Pharmaceuticals, Inc. 60 State Street
New York, New York 10019 777 Old Saw Mill River Road Boston, Massachusetts 02109
(212) 259-8000 Tarrytown, New York 10591 (617) 526-6000
(914) 789-2800
---------------------
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/ 333-107010
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
======================================= ================== ====================== ====================== ====================
Title of Each Class of Securities To Amount To Be Maximum Offering Maximum Aggregate Amount of
Be Registered Registered Price Per Share Offering Price (1) Registration Fee
--------------------------------------- ------------------ ---------------------- ---------------------- --------------------
Common Stock
($0.0013 par value per share) 237,500 $16.25 $3,859,375 $313.00
======================================= ================== ====================== ====================== ====================
(1) Shares of Common Stock with a maximum offering price of $60,472,500 were
registered with the Securities and Exchange Commission under File No.
333-107010 and a filing fee of $4,893 was previously paid with respect
thereto.
===============================================================================
EXPLANATORY NOTE
This registration statement relates to the public offering of common stock of
Progenics Pharmaceuticals, Inc. contemplated by a Registration Statement on Form
S-3, Securities and Exchange Commission File No. 333-107010 (the "Prior
Registration Statement") and is filed solely to increase the number of shares to
be offered in the offering by 237,500 shares. The contents of the Prior
Registration Statement are hereby incorporated by reference.
2
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 Tarrytown, State of New York, on November 14, 2003.
PROGENICS PHARMACEUTICALS, INC.
By: /s/Robert A. McKinney
--------------------------------------
Robert A. McKinney
Vice President, Finance & Operations
and Treasurer
Signature Capacity Date
* Chairman of the Board and Chief Executive Officer November 14, 2003
---------------------------------- (Principal Executive Officer)
Paul J. Maddon, M.D., Ph.D.
/s/Robert A. McKinney Vice President, Finance & Operations and November 14, 2003
------------------------- Treasurer (Principal Financial and Accounting
Robert A. McKinney Officer)
* Director November 14, 2003
----------------------------------
Charles A. Baker
* Director November 14, 2003
----------------------------------
Kurt W. Briner
* Director November 14, 2003
----------------------------------
Mark F. Dalton
* Director November 14, 2003
----------------------------------
Stephen P. Goff, Ph.D.
* Director November 14, 2003
-----------------------------------
Paul F. Jacobson
* Director November 14, 2003
----------------------------------
Ronald J. Prentki
* Director November 14, 2003
----------------------------------
David A. Scheinberg, M.D. , Ph.D.
*By: /s/ Philip K. Yachmetz
----------------------------------
Philip K. Yachmetz, Attorney-in-Fact
3
EXHIBIT INDEX
5.1 -- Opinion of Dewey Ballantine LLP.
23.1 -- Consent of PricewaterhouseCoopers LLP
(regarding the Registrant).
23.2 -- Consent of PricewaterhouseCoopers LLP
(regarding PSMA Development Company LLC).
23.2 -- Consent of Dewey Ballantine LLP (included in Exhibit 5.1).
24.1* -- Power of Attorney.
----------------
* Incorporated by reference from the signature page of the Registrant's
Registration Statement on Form S-3 (File No. 333-107010).
4