AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 15, 2010
Registration No. 333-161696
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Lexicon Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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76-0474169
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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8800 Technology Forest Place
The Woodlands, Texas 77381-1160
(281) 863-3000
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Arthur T. Sands, M.D., Ph.D.
President and Chief Executive Officer
8800 Technology Forest Place
The Woodlands, Texas 77381-1160
(281) 863-3000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
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David P. Oelman
Vinson & Elkins L.L.P.
2300 First City Tower
1001 Fannin
Houston, Texas 77002-6760
(713) 758-3708
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Jeffrey L. Wade
Executive Vice President and General Counsel
Lexicon Pharmaceuticals, Inc.
8800 Technology Forest Place
The Woodlands, Texas 77381-1160
(281) 863-3000
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Approximate date of commencement of proposed sale to the public:
From time to time after this registration statement becomes effective, subject to market conditions and other factors.
If the only securities being registered on this Form are being offered pursuant to dividend or
interest reinvestment plans, check the following box.
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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.
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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.
þ
Registration No. 333-161696
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.
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If this Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box.
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If this Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or classes of securities pursuant
to Rule 413(b) under the Securities Act, check the following box.
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.
Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum
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Proposed Maximum
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Title of Each Class of
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Amount to be Registered
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Aggregate Offering
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Aggregate
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Amount of
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Securities to be Registered
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(1)
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Price Per Unit
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Offering Price (2)
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Registration Fee
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Common Stock, par value $0.001
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N/A
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Total
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$
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18,500,000
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$
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1.15
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$
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18,500,000
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$
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1,319.05
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(3)
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(1)
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Includes common stock issuable upon exercise of the underwriters over-allotment option.
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(2)
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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.
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(3)
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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.
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This registration statement shall become effective upon filing with the Securities and
Exchange Commission in accordance with
Rule 462(b)
under the Securities Act of 1933, as amended.
TABLE OF CONTENTS
EXPLANATORY NOTE
This registration statement is being filed with respect to the registration of an additional
$18,500,000 of shares of common stock, par value $0.001 per share, of Lexicon Pharmaceuticals, Inc., a Delaware
corporation, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General
Instruction IV of Form S-3 promulgated thereunder. This registration statement relates to the
registrants shelf registration statement on Form S-3 (Registration No. 333-161696) (the Prior
Registration Statement), initially filed by the registrant on September 2, 2009, and declared
effective by the Securities and Exchange Commission on September 18, 2009. The required opinion
and consent of counsel and consent of independent auditor are attached hereto and filed herewith.
Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits
thereto, are incorporated by reference into this registration statement.
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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 the City of The Woodlands, in the State of Texas, on March 15, 2010.
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Lexicon Pharmaceuticals, Inc.
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By:
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/s/
Arthur T. Sands
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Arthur T. Sands, M.D., Ph.D.
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President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, as amended, this registration
statement has been signed below by the following persons in the capacities and on the dates
indicated below.
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Signature
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Title
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Date
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*
Arthur T. Sands, M.D., Ph.D.
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President, Chief Executive
Officer and Director (principal
executive officer)
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March 15, 2010
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*
James F. Tessmer
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Vice President, Finance and
Accounting (principal financial
officer and principal accounting
officer)
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March 15, 2010
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*
Samuel L. Barker, Ph.D.
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Chairman of the Board of Directors
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March 15, 2010
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Philippe J. Amouyal
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Director
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March 15, 2010
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Raymond Debbane
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Director
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March 15, 2010
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Robert J. Lefkowitz, M.D.
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Director
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March 15, 2010
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Alan S. Nies, M.D.
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Director
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March 15, 2010
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Frank Palantoni
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Director
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March 15, 2010
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Christopher J. Sobecki
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Director
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March 15, 2010
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Judith L. Swain, M.D.
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Director
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March 15, 2010
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*By:
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/s/
Jeffrey L. Wade
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Name:
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Jeffrey L. Wade
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Title:
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Attorney-In-Fact
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II-2