Delaware
(State
or other jurisdiction
of
incorporation or organization)
|
2834
(Primary
Standard
Industrial
Classification Code
Number)
|
13-3379479
(I.
R. S. Employer
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.
Chief
Executive Officer and
Chief
Science 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:
|
||||
Mark
R. Baker, Esq.
Senior
Vice President and
General
Counsel
Progenics
Pharmaceuticals, Inc.
777
Old Saw Mill River Road
Tarrytown,
New York 10591
(914)
789-2800
|
Donald
J. Murray, Esq.
Dewey
Ballantine LLP
1301
Avenue of the Americas
New
York, New York 10019
(212)
259-8000
|
Title
of Each Class of
Securities
To Be Registered
|
Amount
to be Registered
|
Proposed
Maximum Offering Price Per Unit(1)
|
Proposed
Maximum Aggregate Offering Price(1)
|
Amount
of Registration Fee
|
Common
Stock ($0.0013
par value per share)
|
4,000,000
|
$26.74
|
$106,960,000
|
$11,444.72
|
(1)
|
Estimated
solely for the purpose of calculating the registration fee in accordance
with Rule 457(c) under the Securities Act of 1933, as amended,
and based
on the average of the high and low prices of the common stock as
reported
on The Nasdaq National Market on January 5, 2006.
|
PRELIMINARY
PROSPECTUS
|
4,000,000
Shares
Common
Stock
|
1
|
|
1
|
|
1
|
|
1
|
|
2
|
|
2
|
|
4
|
|
4
|
|
4
|
· |
clinical
trials for product candidates;
|
· |
other
research and development activities;
and
|
· |
in-licensing
of technology and establishment of research and development
collaborations.
|
· |
the
results of our research and development and product testing;
|
· |
changes
in the focus and direction of our research and development programs;
|
· |
our relationship
with Wyeth or with any other in-licensor or collaborator;
|
· |
manufacturing,
marketing and other costs associated with commercialization of
our
products;
|
· |
the
cost of filing, prosecuting, defending and enforcing patent claims;
|
· |
the
regulatory approval process; and
|
· |
potential
acquisitions.
|
· |
Stabilizing
transactions —
Underwriters may make bids or purchases for the purpose of pegging,
fixing
or maintaining the price of the shares, so long as stabilizing
bids do not
exceed a specified maximum.
|
· |
Over-allotments
and syndicate covering transactions —
Underwriters may sell more shares of our common stock than the
number of
shares that they have committed to purchase in any underwritten
offering.
This over-allotment creates a short position for the underwriters.
This
short position may involve either “covered” short sales or “naked” short
sales. Covered short sales are short sales made in an amount not
greater
than the underwriters’ over-allotment option to purchase additional shares
in any underwritten offering. The underwriters may close out any
covered
short position either by exercising their over-allotment option
or by
purchasing shares in the open market. To determine how they will
close the
covered short position, the underwriters will consider, among other
things, the price of shares available for purchase in the open
market, as
compared to the price at which they may purchase shares through
the
over-allotment option. Naked short sales are short sales in excess
of the
over-allotment option. The underwriters must close out any naked
short
position by purchasing shares in the open market. A naked short
position
is more likely to be created if the underwriters are concerned
that, in
the open market after pricing, there may be downward pressure on
the price
of the shares that could adversely affect investors who purchase
shares in
the offering.
|
· |
Penalty
bids —
If
underwriters purchase shares in the open market in a stabilizing
transaction or syndicate covering transaction, they may reclaim
a selling
concession from other underwriters and selling group members who
sold
those shares as part of the
offering.
|
· |
Our
Annual Report on Form 10-K for the year ended December 31, 2004,
File No.
000-23143;
|
· |
Our
Quarterly Report on Form 10-Q for the three months ended March
31, 2005,
File No. 000-23143;
|
· |
Our
Quarterly Report on Form 10-Q for the six months ended June 30,
2005, File
No. 000-23143;
|
· |
Our
Quarterly Report on Form 10-Q for the nine months ended September
30,
2005, File No. 000-23143;
|
· |
Our
Current Reports on Form 8-K filed on:
|
— |
September
15, 2005, File No. 0-23143;
|
— |
December
28, 2005, File No. 0-23143;
|
— |
January
9, 2006, File No. 0-23143; and
|
· |
The
description of our common stock contained in our Registration Statement
on
Form 8-A, dated September 29, 1997, File No. 0-23143, including
any
amendments or reports filed for the purpose of updating such description.
|
· |
subsequent
to the date of this prospectus and prior to the completion of this
offering of our common stock; and
|
· |
after
the date of the initial registration statement and prior to the
effectiveness of the registration
statement
|
Registration
Fee—Securities
and Exchange Commission
|
$
|
11,445
|
||
Accountants’
fees and expenses
|
25,000
|
|||
Legal
fees and expenses
|
25,000
|
|||
Printing
and engraving expenses
|
1,000
|
|||
Transfer
agent and registrar fees
|
3,500
|
|||
Miscellaneous
|
55
|
|||
Total
|
$
|
66,000
|
Exhibit
Number
|
Description
of Exhibit
|
1.1
|
The
form or forms of equity underwriting agreement(s) will be filed
as an
exhibit(s) to a Current Report of the Registrant on Form 8-K and
incorporated herein by reference.
|
5.1
|
Opinion
of Dewey Ballantine LLP
|
23.1
|
Consent
of PricewaterhouseCoopers LLP
|
23.2
|
Consent
of Dewey Ballantine LLP (included in exhibit 5.1)
|
24.1
|
Power
of Attorney (included on the signature pages to this Registration
Statement).
|
(1) |
to
file, during any period in which offers or sales are being made,
a
post-effective amendment to this registration statement:
|
(i) |
to
include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
|
(ii) |
to
reflect in the prospectus any facts or events arising after the
effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent
a
fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease
in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which has been registered) and any
deviation
from the low or high end of the estimated maximum offering range
may be
reflected in the form of prospectus filed with the Commission pursuant
to
Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in
the effective registration statement;
|
(iii) |
to
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration
statement;
|
(A)
|
Paragraph
(1)(i) and (1)(ii) of this section do not apply if the registration
statement is on Form S-8, and the information required to be included
in a
post-effective amendment by those paragraphs is contained in the
reports
filed with or furnished to the Commission by the registrant pursuant
to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934
(15
U.S.C. 78m or 78(d)) that are incorporated by reference in the
registration statement; and
|
(B)
|
Paragraphs
(1)(i), (1)(ii) and (1)(iii) of this section do not apply if the
registration statement is on Form S-3 or Form F-3 and the information
required to be included in a post-effective amendment by those
paragraphs
is contained in reports filed with or furnished to the Commission
by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement, or is contained in a form of prospectus
filed
pursuant to Rule 424(b) that is part of the registration
statement.
|
(C)
|
Provided
further, however,
that paragraphs (1)(i) and (1)(ii) do not apply if the registration
statement is for an offering of asset-backed securities on Form
S-1 or
Form S-3, and the information required to be included in a post-effective
amendment is provided pursuant to Item 110(c) of Regulation
AB.
|
(2) |
That,
for purposes of determining any liability under the Securities
Act of
1933, each such post-effective amendment shall be deemed to be
a new
registration statement relating to the securities offered therein,
and the
offering of securities at that time shall be deemed to be the initial
bona
fide
offering thereof.
|
(3) |
To
remove from registration by means of a post-effective amendment
any of the
securities being registered which remain unsold at the termination
of the
offering.
|
(4) |
If
the registrant is a foreign private issuer, to file a post-effective
amendment of the registration statement to include any financial
statements required by Item 8.A. of Form 20-F at the start of any
delayed
offering or throughout a continuous offering. Financial statements
and
information otherwise required by Section 10(a)(3) of the Act need
not be
furnished, provided,
that the registrant includes in the prospectus, by means of a
post-effective amendment, financial statements required pursuant
to this
paragraph (4) and other information necessary to ensure that all
other
information in the prospectus is at least as current as the date
of those
financial statements. Notwithstanding the foregoing, with respect
to
registration statements on Form F-3, a post-effective amendment
need not
be filed to include financial statements and information required
by
Section 10(a)(3) of the Act or Rule 3-19 of this chapter if such
financial
statements and information are contained in periodic reports filed
with or
furnished to the Commission by the registrant pursuant to Section
13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the Form F-3.
|
(5) |
That,
for the purpose of determining liability under the Securities Act
of 1933
to any purchaser:
|
(6) |
That,
for purposes of determining any liability of the registrant under
the
Securities Act of 1933 to any purchaser in the initial distribution
of
securities:
|
Signature
|
Capacity
|
Date
|
|
/s/
Kurt W. Briner
Kurt
W. Briner
|
Co-Chairman
of the Board
|
January
9, 2006
|
|
/s/
Paul F. Jacobson
Paul
F. Jacobson
|
Co-Chairman
of the Board
|
January
9, 2006
|
|
/s/
Paul J. Maddon, M.D., Ph.D.
Paul
J. Maddon, M.D., Ph.D.
|
Chief
Executive Officer and Chief Science Officer(Principal Executive
Officer)
|
January
9, 2006
|
|
/s/
Robert A. McKinney
Robert
A. McKinney
|
Chief
Financial Officer, Vice President, Finance & Operations and Treasurer
(Principal Financial and Accounting Officer)
|
January
9, 2006
|
|
/s/
Charles A. Baker
Charles
A. Baker
|
Director
|
January
9, 2006
|
|
/s/
Mark F. Dalton
Mark
F. Dalton
|
Director
|
January
9, 2006
|
|
/s/
Stephen P. Goff, Ph.D.
Stephen
P. Goff, Ph.D.
|
Director
|
January
9, 2006
|
|
/s/
David A. Scheinberg, M.D., Ph.D.
David
A. Scheinberg, M.D., Ph.D.
|
Director
|
January
9, 2006
|
Exhibit
Number
|
Description
of Exhibit
|
1.1
|
The
form or forms of equity underwriting agreement(s) will be filed
as an
exhibit(s) to a Current Report of the Registrant on Form 8-K and
incorporated herein by reference.
|
5.1
|
Opinion
of Dewey Ballantine LLP
|
23.1
|
Consent
of PricewaterhouseCoopers LLP
|
23.2
|
Consent
of Dewey Ballantine LLP (included in exhibit 5.1)
|
24.1
|
Power
of Attorney (included on the signature pages to this Registration
Statement).
|