AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 14, 2002
REGISTRATION NO. 333-81596
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GERON CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 75-2287752
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
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)
THOMAS B. OKARMA
PRESIDENT AND CHIEF EXECUTIVE OFFICER
GERON CORPORATION
230 CONSTITUTION DRIVE
MENLO PARK, CALIFORNIA 94025
(650) 473-7700
(Name, Address, Including Zip Code and Telephone Number,
Including Area Code, of Agent for Service)
Copies to:
Alan C. Mendelson, Esq.
Latham & Watkins
135 Commonwealth Drive
Menlo Park, California 94025
(650) 328-4600
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this Registration Statement as
determined by market conditions.
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 of the same offering. [ ]
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. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
EXPLANATORY NOTE
The purpose of this amendment no. 1 to the registration statement is to file a
certain exhibit to the registration statement.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 16. EXHIBITS
Please see exhibit index immediately following the signature page.
SIGNATURES
Pursuant to 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 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 February 14, 2002.
GERON CORPORATION
By: /s/ Thomas B Okarma
-----------------------------------------
Thomas B. Okarma
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Thomas B. Okarma Chief Executive Officer, President and Director February 14, 2002
------------------------------ (principal executive officer)
Thomas B. Okarma
/s/ David L. Greenwood Senior Vice President and Chief Financial Officer February 14, 2002
------------------------------ (principal financial and accounting officer)
David L. Greenwood
* Director February 14, 2002
------------------------------
Alexander E. Barkas, Ph.D.
* Director February 14, 2002
------------------------------
Edward V. Fritzky
* Director February 14, 2002
------------------------------
Thomas D. Kiley
* Director February 14, 2002
------------------------------
Robert B. Stein
* Director February 14, 2002
------------------------------
John P. Walker
* Director February 14, 2002
------------------------------
Patrick J. Zenner
* By his signature below, the undersigned, pursuant to duly authorized powers of
attorney filed with the Securities and Exchange Commission, has signed this
amendment no. 1 to the registration statement on behalf of the persons
indicated.
/s/ David L. Greenwood
------------------------------
David L. Greenwood
EXHIBIT INDEX
1.1(1) Form of Underwriting Agreement between the Company and the
Representatives
1.2(1) Form of Debt Underwriting Agreement
4.1* Form of Indenture
4.2(1) Form of Warrant Agreement
5.1 Opinion of Latham & Watkins regarding the validity of the
securities being registered
12.1* Calculation of Ratio of Earnings to Fixed Charges
23.1* Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Latham & Watkins (included in Exhibit 5.1)
24.1* Power of Attorney (included on the signature page hereto)
25.1(1) Statement of Eligibility of Trustee
-----------------------
(1) To be filed by amendment or incorporated by reference in
connection with the offering of the applicable offered securities.
* Previously filed.
1