As Filed with the Securities and Exchange Commission on March 13, 2003
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
THE MEDICINES COMPANY
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 04-3324394
(State of Incorporation) (I.R.S. Employer
Identification Number)
FIVE SYLVAN WAY, SUITE 200
PARSIPPANY, NEW JERSEY 07054
(973) 656-1616
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
CLIVE A. MEANWELL
EXECUTIVE CHAIRMAN
THE MEDICINES COMPANY
FIVE SYLVAN WAY, SUITE 200
PARSIPPANY, NEW JERSEY 07054
(973) 656-1616
(Name, Address, Including Zip Code, And Telephone Number,
Including Area Code, of Agent For Service)
COPIES TO:
STUART M. FALBER, ESQ. PATRICK O'BRIEN, ESQ.
HALE AND DORR LLP ROPES & GRAY
60 STATE STREET ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02109 BOSTON, MASSACHUSETTS 02110
(617) 526-6000 (617) 951-7000
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, 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] 333-103601
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
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SHARES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
REGISTERED REGISTERED (1)(2) SHARE (3) PRICE (3) FEE
Common Stock, $0.001 par value
per share..................... 997,280 $17.50 $17,452,400 $1,412
(1) The registrant previously registered an aggregate of 4,600,000 shares on a
registration statement on Form S-3 (File No. 333-103601), for which a filing
fee of $7,060 was paid.
(2) Includes 97,280 shares that the underwriters have the option to purchase to
cover over-allotments, if any.
(3) Estimated solely for purposes of calculating the amount of the registration
fee pursuant to Rule 457 under the Securities Act of 1933.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This registration statement is being filed with respect to the
registration of additional shares of common stock, par value $.001 per share, of
The Medicines Company, a Delaware corporation, pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The contents of the earlier effective
registration statement (File No. 333-103601), including each of the documents
filed with the Commission and incorporated or deemed to be incorporated by
reference therein and all exhibits thereto, are incorporated in this
registration statement by reference.
The required opinions and consents are listed on an Exhibit Index
attached hereto and filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of Parsippany,
state of New Jersey, on March 13, 2003.
THE MEDICINES COMPANY
By: /s/ Steven H. Koehler
----------------------------------------------
Steven H. Koehler
Vice President and Chief Financial Officer
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 on March 13, 2003:
SIGNATURE TITLE(S)
* Executive Chairman and Chairman of the Board of
----------------------- Directors (Principal Executive Officer)
Clive A. Meanwell
* Chief Executive Officer, President and Director
----------------------- (Principal Executive Officer)
David M. Stack
/s/ Steven H. Koehler Chief Financial Officer (Principal Financial and
----------------------- Accounting Officer)
Steven H. Koehler
* Director
-----------------------
Leonard Bell
* Director
-----------------------
Stewart J. Hen
* Director
-----------------------
M. Fazle Husain
* Director
-----------------------
T. Scott Johnson
* Director
-----------------------
Armin M. Kessler
* Director
-----------------------
Nicholas J. Lowcock
* Director
-----------------------
James E. Thomas
*By: /s/ Steven H. Koehler
--------------------------------
Steven H. Koehler
Attorney-in-fact
EXHIBIT INDEX
NUMBER DESCRIPTION
5.1 Opinion of Hale and Dorr LLP
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Hale and Dorr LLP (included in Exhibit 5.1)
24.1* Powers of Attorney
---------------------
* Filed as Exhibit 24.1 to the Registrant's Registration Statement on Form
S-3 (File No. 333-103601) filed with the Commission on March 5, 2003.