AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 21, 2001
REGISTRATION NO. 333-_______
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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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GERON CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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DELAWARE 75-2287752
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
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230 CONSTITUTION DRIVE
MENLO PARK, CALIFORNIA 94025
(650) 473-7700
(Address, Including Zip Code and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
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THOMAS B. OKARMA
PRESIDENT AND CHIEF EXECUTIVE OFFICER
GERON CORPORATION
230 CONSTITUTION DRIVE
MENLO PARK, CALIFORNIA 94025
(650) 473-7300
(Name, Address, Including Zip Code and Telephone Number,
Including Area Code, of Agent for Service)
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Copies to:
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Alan C. Mendelson, Esq.
Latham & Watkins
135 Commonwealth Drive
Menlo Park, California 94025
(650) 328-4600
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registration Statement becomes effective.
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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. [X]
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]
Reg. No. 333-40984
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 [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED
AMOUNT TO PROPOSED MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE FEE
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Common Stock, par value
$.001 per share 579,111 $10.10(2) $5,849,021.10 $1,462.25
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(1) Includes shares which may be offered by the selling stockholder pursuant to
this registration statement issuable upon conversion of $25,000,000 of
Series D zero coupon convertible debentures and warrants exercisable to
purchase 834,836 shares of common stock.
(2) The offering price is estimated solely for the purpose of calculating the
registration fee in accordance with Rule 457(c) using the average of the
high and low price reported by the Nasdaq National Market for the common
stock on November 16, 2001, which was approximately $10.10 per share.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE PURSUANT TO GENERAL
INSTRUCTION IV OF FORM S-3
This registration statement is being filed with respect to the
registration of additional shares of common stock of Geron Corporation, a
Delaware corporation (the "Company") pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and pursuant to General Instruction IV to
Form S-3. In accordance with Rule 462(b), this registration statement
incorporates by reference the contents of the Company's registration statement
on Form S-3 (Reg. No. 333-40984) filed with the Commission on July 7, 2000.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 16. Exhibits.
Exhibits.
4.1 Amendment No. 1 to the Registration Rights Agreement dated as
of November 9, 2001, by and between Registrant and the
Purchaser (incorporated herein by reference to the Registrant's
Current Report on Form 8-K dated November 14, 2001)
4.2 Series D Amended and Restated Convertible Debenture
(incorporated herein by reference to the Registrant's Current
Report on Form 8-K, dated November 14, 2001)
4.3 Amended and Restated Series D-1 Warrant to purchase 333,935
shares of common stock issued by Registrant to the Purchaser,
dated as of November 9, 2001 (incorporated herein by reference
to the Registrant's Current Report on Form 8-K, dated November
14, 2001)
4.4 Amended and Restated Series D-2 Warrant to purchase 500,901
shares of common stock issued by Registrant to the Purchaser,
dated as of November 9, 2001 (incorporated herein by reference
to the Registrant's Current Report on Form 8-K, dated November
14, 2001)
5.1 Opinion of Latham & Watkins
10.1 Restructuring Agreement dated as of November 9, 2001, by and
between Registrant and the Purchaser (incorporated herein by
reference to the Registrant's Current Report on Form 8-K dated
November 14, 2001)
23.1 Consent of Ernst & Young LLP, Independent Public Accountants
23.2 Consent of Latham & Watkins (included in Exhibit 5.1)
24.1 Power of Attorney included on signature page
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Geron Corporation 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 Menlo Park, State of California, on November 21, 2001.
GERON CORPORATION
By: /s/ David L. Greenwood
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David L. Greenwood
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ Thomas B. Okarma
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Thomas B. Okarma President, Chief Executive Officer November 21, 2001
and Director (principal executive
officer)
/s/ David L. Greenwood
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David L. Greenwood Senior Vice President and Chief November 21, 2001
Financial Officer (Principal
Financial and Accounting Officer)
/s/ *
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Alexander E. Barkas Director November 21, 2001
/s/ *
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Edward V. Fritzky Director November 21, 2001
/s/ *
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Thomas D. Kiley Director November 21, 2001
/s/ *
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Robert B. Stein Director November 21, 2001
/s/ *
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John P. Walker Director November 21, 2001
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Signature Title Date
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Patrick J. Zenner Director November 21, 2001
*By: /s/ David L. Greenwood
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David L. Greenwood
Attorney-In-Fact
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INDEX TO EXHIBITS
4.1 Amendment No. 1 to the Registration Rights Agreement dated as
of November 9, 2001, by and between Registrant and the
Purchaser (incorporated herein by reference to the Registrant's
Current Report on Form 8-K dated November 14, 2001)
4.2 Series D Amended and Restated Convertible Debenture
(incorporated herein by reference to the Registrant's Current
Report on Form 8-K, dated November 14, 2001)
4.3 Amended and Restated Series D-1 Warrant to purchase 333,935
shares of common stock issued by Registrant to the Purchaser,
dated as of November 9, 2001 (incorporated herein by reference
to the Registrant's Current Report on Form 8-K, dated November
14, 2001)
4.4 Amended and Restated Series D-2 Warrant to purchase 500,901
shares of common stock issued by Registrant to the Purchaser,
dated as of November 9, 2001 (incorporated herein by reference
to the Registrant's Current Report on Form 8-K, dated November
14, 2001)
5.1 Opinion of Latham & Watkins
10.1 Restructuring Agreement dated as of November 9, 2001, by and
between Registrant and the Purchaser (incorporated herein by
reference to the Registrant's Current Report on Form 8-K dated
November 14, 2001)
23.1 Consent of Ernst & Young LLP, Independent Public Accountants
23.2 Consent of Latham & Watkins (included in Exhibit 5.1)
24.1 Power of Attorney included on signature page
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