Delaware | 76-0474169 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
David P. Oelman Vinson & Elkins L.L.P. 2300 First City Tower 1001 Fannin Houston, Texas 77002-6760 (713) 758-3708 |
Jeffrey L. Wade Executive Vice President and General Counsel Lexicon Pharmaceuticals, Inc. 8800 Technology Forest Place The Woodlands, Texas 77381-1160 (281) 863-3000 |
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller reporting company o |
Proposed Maximum | Proposed Maximum | |||||||||||||||||||||
Title of Each Class of | Amount to be Registered | Aggregate Offering | Aggregate | Amount of | ||||||||||||||||||
Securities to be Registered | (1) | Price Per Unit | Offering Price (2) | Registration Fee | ||||||||||||||||||
Common Stock, par value $0.001 |
N/A | |||||||||||||||||||||
Total |
$ | 18,500,000 | $ | 1.15 | $ | 18,500,000 | $ | 1,319.05 | (3) | |||||||||||||
(1) | Includes common stock issuable upon exercise of the underwriters over-allotment option. | |
(2) | This registration statement relates to the registrants registration statement on Form S-3 (Registration No. 333-161696) (the Prior Registration Statement). In accordance with Rule 462(b) under the Securities Act of 1933, as amended, an additional amount of securities having a proposed maximum aggregate offering price of no more than 20% of the proposed maximum aggregate offering price of the remaining securities eligible to be sold under the Prior Registration Statement ($92,500,002), or $18,500,000, may be registered hereby. | |
(3) | Calculated pursuant to Rule 457(o) under the Securities Act. As the $12,514 previously paid with respect to unsold securities registered on Form S-3 (Registration No. 333-122214) filed by the registrant on January 21, 2005 exceeds both the amount of registration fee due for the securities registered on Form S-3 (Registration No. 333-161696) and the amount of registration fee due hereunder, no fee is being paid herewith pursuant to Rule 457(p) under the Securities Act of 1933, as amended. |
PART II | ||||||||
Item 16. Exhibits. | ||||||||
SIGNATURES | ||||||||
EXHIBIT INDEX | ||||||||
EX-5.1 | ||||||||
EX-23.1 |
3
Exhibit No. | Description | |||
5.1
|
| Opinion of Vinson & Elkins L.L.P. | ||
23.1
|
| Consent of Independent Registered Public Accounting Firm. | ||
23.2
|
| Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1). | ||
24.1*
|
| Power of Attorney. |
* | Incorporated by reference to the signature page to the registrants registration statement on Form S-3 (Registration No. 333-161696). |
II-1
Lexicon Pharmaceuticals, Inc. |
||||
By: | /s/ Arthur T. Sands | |||
Arthur T. Sands, M.D., Ph.D. | ||||
President and Chief Executive Officer | ||||
Signature | Title | Date | ||
* Arthur T. Sands, M.D., Ph.D. |
President, Chief Executive Officer and Director (principal executive officer) | March 15, 2010 | ||
* James F. Tessmer |
Vice President, Finance and Accounting (principal financial officer and principal accounting officer) | March 15, 2010 | ||
* Samuel L. Barker, Ph.D. |
Chairman of the Board of Directors | March 15, 2010 | ||
* Philippe J. Amouyal |
Director | March 15, 2010 | ||
* Raymond Debbane |
Director | March 15, 2010 | ||
* Robert J. Lefkowitz, M.D. |
Director | March 15, 2010 | ||
* Alan S. Nies, M.D. |
Director | March 15, 2010 | ||
* Frank Palantoni |
Director | March 15, 2010 | ||
* Christopher J. Sobecki |
Director | March 15, 2010 | ||
* Judith L. Swain, M.D. |
Director | March 15, 2010 |
*By: | /s/ Jeffrey L. Wade | |||
Name: | Jeffrey L. Wade | |||
Title: | Attorney-In-Fact |
II-2
Exhibit No. | Description | |||
5.1
|
| Opinion of Vinson & Elkins L.L.P. | ||
23.1
|
| Consent of Independent Registered Public Accounting Firm. | ||
23.2
|
| Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1). | ||
24.1*
|
| Power of Attorney. |
* | Incorporated by reference to the signature page to the registrants registration statement on Form S-3 (Registration No. 333-161696). |