AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 11, 2005
REGISTRATION NO. 333-
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UNITED STATES
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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KERYX BIOPHARMACEUTICALS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 13-4087132
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
750 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
(212) 531-5965
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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RON BENTSUR
VICE PRESIDENT FINANCE AND INVESTOR RELATIONS
KERYX BIOPHARMACEUTICALS, INC.
750 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
(212) 531-5965
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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The Commission is requested to send copies of all communications to:
MARK F. MCELREATH
ALSTON & BIRD LLP
90 PARK AVENUE
NEW YORK, NEW YORK 10016-1387
TELEPHONE: (212) 210-9595
FACSIMILE: (212) 922-3995
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the 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] (File No. 333-119376)
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 state offering.[ ] ______
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
TITLE OF
EACH CLASS OF
SECURITIES TO OFFERING PRICE AGGREGATE AMOUNT OF
BE REGISTERED PER SHARE (1) OFFERING PRICE (1) REGISTRATION FEE
Common Stock, $0.001 par value per share $14.06 $10,966,800 $1,290.79
(1) Based on the price of the Registrant's common stock as reported on the
Nasdaq Stock Market at the close of business on July 8, 2005.
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THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE
SECURITIES ACT OF 1933, AS AMENDED.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE OF
EARLIER REGISTRATION STATEMENT
This Registration Statement is being filed with respect to the
registration of additional securities pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act"), and General Instruction IV of
Form S-3. The contents of the Registration Statement on Form S-3 (Registration
No. 333-119376) initially filed by Keryx Biopharmaceuticals, Inc. with the
Securities and Exchange Commission (the "Commission") on September 29, 2004, as
amended, including certain exhibits thereto, and declared effective by the
Commission on October 13, 2004, are incorporated herein by reference.
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 New York, State of New York, on July 11, 2005.
KERYX BIOPHARMACEUTICALS, INC.
By: /s/ Michael S. Weiss
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Michael S. Weiss
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Michael S. Weiss and Ron Bentsur, his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this registration statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the SEC, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or any of his substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated as of July 11, 2005.
Signatures Title
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/s/ Michael S. Weiss Chairman and Chief Executive Officer (principal
------------------------------------------- executive officer)
Michael S. Weiss
/s/ Ron Bentsur Vice President Finance and Investor Relations
------------------------------------------- (principal financial and accounting officer)
Ron Bentsur
/s/ I. Craig Henderson
------------------------------------------- Director
I. Craig Henderson, M.D.
/s/ Malcolm Hoenlein
------------------------------------------- Director
Malcolm Hoenlein
/s/ Lawrence Jay Kessel
------------------------------------------- Director
Lawrence Jay Kessel, M.D.
/s/ Eric Rose
------------------------------------------- Director
Eric Rose, M.D.
------------------------------------------- Director
Lindsay A. Rosenwald, M.D.
------------------------------------------- Director
Peter Salomon, M.D.
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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1.1 Form of Underwriting Agreement.*
5.1 Opinion of Alston & Bird LLP.*
23.1 Consent of KPMG LLP.*
23.2 Consent of Deloitte & Touche LLP.*
23.2 Consent of Alston & Bird LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included on the signature page to this
Registration Statement).
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* To be filed by exhibit to a Current Report on Form 8-K; such exhibit when so
filed is expressly incorporated by reference herein and shall be deemed to be
a part of this Registration Statement as of the date of this Registration
Statement's effectiveness.