SECURITIES AND EXCHANGE COMMISSION
FORM S-1
PHARMION CORPORATION
Delaware | 2834 | 84-1521333 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
2525 28th Street
Patrick J. Mahaffy
Copies to:
William H. Gump, Esq. Peter H. Jakes, Esq. Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, New York 10019 (212) 728-8000 |
Bruce K. Dallas, Esq. Davis Polk & Wardwell 1600 El Camino Real Menlo Park, California 94025 (650) 752-2000 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
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, as amended, check the following box. o
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. x 333-116252
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. o
If this form is a post-effective amendment filed pursuant to Rule 462(d) 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. o
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o
CALCULATION OF REGISTRATION FEE
Proposed Maximum | Proposed Maximum | Amount of | ||||||
Title of Class of | Number of Shares | Offering Price | Aggregate | Registration | ||||
Securities to be Registered | to be Registered(1) | Per Share(2) | Offering Price(2) | Fee(3) | ||||
Common Stock, par value $.001 per share
|
690,000 | $48.00 | $33,120,000 | $4,196.30 | ||||
(1) | Includes 90,000 shares of Common Stock that are being registered in connection with an over-allotment option granted to the underwriters. |
(2) | Determined in accordance with Rule 457(a), based on the public offering price of $48.00 per share. |
(3) | The Registrant previously registered an aggregate $178,434,000 worth of its Common Stock on a Registration Statement on Form S-1 (File No. 333-116252), for which a filing fee of $22,607.59 was previously paid upon the filing of such Registration Statement. |
EXPLANATORY NOTE
This Registration Statement on Form S-1 relates to the public offering of common stock of Pharmion Corporation contemplated by the Registration Statement on Form S-1 (File No. 333-116252), as amended (the Prior Registration Statement), declared effective on June 30, 2004 by the Securities and Exchange Commission, and is filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, solely to increase the number of shares to be offered in the public offering by 690,000 shares, including 90,000 shares that may be sold pursuant to an over-allotment option granted to the underwriters. The contents of the Prior Registration Statement, including all exhibits thereto, are hereby incorporated by reference.
PART II
Item 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits.
Number | Description | |||||
5.1 | | Opinion of Willkie Farr & Gallagher LLP. | ||||
23.1 | | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. | ||||
23.2 | | Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5.1 hereto). | ||||
24.1 | | Power of Attorney (Included on page II-5 of the Registration Statement on Form S-1 (File No. 333-116252) filed June 8, 2004, incorporated herein by reference). |
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, we have duly caused this Registration Statement on Form S-1 to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Boulder, State of Colorado on this 30th day of June 2004.
PHARMION CORPORATION |
By: | /s/ PATRICK J. MAHAFFY |
|
|
Patrick J. Mahaffy | |
President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated, on June 30, 2004.
Signature | Title | Date | ||||
/s/ PATRICK J. MAHAFFY Patrick J. Mahaffy |
President and Chief Executive Officer; Director (Principal Executive Officer) | June 30, 2004 | ||||
* Judith A. Hemberger |
Executive Vice President and Chief Operating Officer; Director | June 30, 2004 | ||||
/s/ ERLE T. MAST Erle T. Mast |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | June 30, 2004 | ||||
* Brian Atwood |
Director | June 30, 2004 | ||||
* James Blair |
Director | June 30, 2004 | ||||
* James Barrett |
Director | June 30, 2004 | ||||
* Cam L. Garner |
Director | June 30, 2004 | ||||
* Jay Moorin |
Director | June 30, 2004 | ||||
* Thorlef Spickschen |
Director | June 30, 2004 |
Patrick J. Mahaffy, by signing his name below, signs this document on behalf of each of the above named persons specified by an asterisk (*), pursuant to a power of attorney duly executed by such persons and filed with the Securities and Exchange Commission in the Registrants Registration Statement on June 8, 2004.
By: | /s/ PATRICK J. MAHAFFY |
|
|
Attorney-in-fact | |
Patrick J. Mahaffy |
II-2
INDEX TO EXHIBITS
Number | Description | |||||
5.1 | | Opinion of Willkie Farr & Gallagher LLP. | ||||
23.1 | | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. | ||||
23.2 | | Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5.1 hereto). | ||||
24.1 | | Power of Attorney (Included on page II-5 of the Registration Statement on Form S-1 (File No. 333-116252) filed June 8, 2004, incorporated herein by reference). |