1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 19, 1997. REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- PROTEIN DESIGN LABS, INC. (Exact Name of Registrant as Specified in its Charter) --------------------- --------------------- 2375 GARCIA AVENUE MOUNTAIN VIEW, CALIFORNIA 94043 (415) 903-3700 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) --------------------- DOUGLAS O. EBERSOLE, ESQ. VICE PRESIDENT, LICENSING AND CORPORATE SERVICES, GENERAL COUNSEL AND SECRETARY PROTEIN DESIGN LABS, INC. 2375 GARCIA AVENUE MOUNTAIN VIEW, CALIFORNIA 94043 (415) 903-3700 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) COPIES TO:
DELAWARE 94-3023969 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification Number) --------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. 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] 333-20941 If this Form is a post-effective amendment filed pursuant to Rule 462(c) 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. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] --------------------- CALCULATION OF REGISTRATION FEE
GREGORY M. GALLO, ESQ. ALAN C. MENDELSON, ESQ. DOUGLAS J. REIN, ESQ. GREGORY C. SMITH, ESQ. GRAY CARY WARE & FREIDENRICH COOLEY GODWARD LLP 400 HAMILTON AVENUE FIVE PALO ALTO SQUARE PALO ALTO, CALIFORNIA 94301 PALO ALTO, CALIFORNIA 94306 (415) 328-6561 (415) 843-5000
================================================================================================== PROPOSED MAXIMUM PROPOSED TITLE OF EACH CLASS OF OFFERING PRICE MAXIMUM SECURITIES AMOUNT TO BE PER AGGREGATE AMOUNT OF TO BE REGISTERED REGISTERED SHARE OFFERING PRICE REGISTRATION FEE - -------------------------------------------------------------------------------------------------- Common Stock ($.01 par value)...................... 316,250 shares $32.00 $10,120,000 $3,067 ================================================================================================== 2 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE This Registration Statement is filed with the Securities and Exchange Commission (the "Commission") pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act"), by Protein Design Labs, Inc. (the "Company"). In accordance with Rule 429 under the Securities Act, this Registration Statement incorporates by reference the contents of the Registration Statement on Form S-3 (Registration No. 333-20941) which was declared effective by the Commission on March 18, 1997 relating to the offering of up to 2,750,000 shares of Common Stock of the Company plus up to 453,750 shares of Common Stock that may be sold pursuant to the Underwriters' over-allotment option. CERTIFICATION The Company hereby certifies to the Commission that (i) it has instructed its bank to pay the Commission the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission's account at Mellon Bank as soon as practicable (but no later than the close of business on March 19, 1997), (ii) it will not revoke such instructions, (iii) it has sufficient funds in the relevant account to cover the amount of such filing fee, and (iv) it will confirm receipt of such instructions by its bank during the bank's regular business hours no later than March 19, 1997. 3 SIGNATURES In accordance with 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 of filing on Form S-3 and authorized this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mountain View, State of California, on March 18, 1997. PROTEIN DESIGN LABS, INC. (Registrant) By: /s/ LAURENCE JAY KORN ------------------------------------ Laurence Jay Korn, Chief Executive Officer and Chairperson of the Board of Directors In accordance with the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated. II-4
SIGNATURE TITLE DATE - --------------------------------------------- ----------------------------- ------------------- /s/ LAURENCE JAY KORN Chief Executive Officer and March 18, 1997 - --------------------------------------------- Chairperson of the Board of (Laurence Jay Korn) Directors (Principal Executive Officer) FRED KURLAND* Vice President and Chief March 18, 1997 - --------------------------------------------- Financial Officer (Fred Kurland) (Principal Financial and Accounting Officer) CARY L. QUEEN* Director March 18, 1997 - --------------------------------------------- (Cary L. Queen) JON S. SAXE* Director March 18, 1997 - --------------------------------------------- (Jon S. Saxe) STANLEY FALKOW* Director March 18, 1997 - --------------------------------------------- (Stanley Falkow) GEORGE M. GOULD* Director March 18, 1997 - --------------------------------------------- (George M. Gould) MAX LINK* Director March 18, 1997 - --------------------------------------------- (Max Link) JURGEN DREWS* Director March 18, 1997 - --------------------------------------------- (Jurgen Drews) *By: /s/ LAURENCE JAY KORN - --------------------------------------------- (Laurence Jay Korn, Attorney-in-fact) 4 EXHIBIT INDEX - --------------- *Incorporated by reference to Registration Statement on Form S-3 (File No. 333-20941).
EXHIBIT NUMBER EXHIBIT TITLE - ------ -------------------------------------------------------------------------- 5.1* -- Opinion of Gray Cary Ware & Freidenrich, A Professional Corporation 23.1 -- Consent of Ernst & Young LLP, Independent Auditors 23.2* -- Consent of Counsel (included in Exhibit 5.1) 24.1* -- Power of Attorney
1 EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" incorporated by reference in the Registration Statement (Form S-3) and related Prospectus of Protein Design Labs, Inc. for the registration of 316,250 shares of its Common Stock and to the incorporation by reference therein of our report dated January 27, 1997 with respect to the financial statements of Protein Design Labs, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1996 filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Palo Alto, California March 18, 1997