Edgar Filing: MEDAREX INC

As filed with the Securities and Exchange Commission on June 19, 2001
REGISTRATION NO. 333-52696
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

________________

POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

________________

MEDAREX, INC.
(Exact name of registrant as specified in its charter)

________________

New Jersey 2836 22-2822175
(State or other jurisdiction (Primary standard industrial classification) (I.R.S. Employer
of incorporation or organization) code number) Number)

__________________
Medarex, Inc.
707 State Road #206
Princeton, NJ 08540
(609) 430-2880

(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

Donald L. Drakeman
President and
Chief Executive Officer
Medarex, Inc.
707 State Road #206
Princeton, NJ 08540
(609) 430-2880

___________________

COPIES TO:

W. Bradford Middlekauff, Esq. Satterlee Stephens Burke & Burke LLP
Senior Vice President, Dwight A. Kinsey, Esq.
Secretary and General Counsel 230 Park Avenue
Medarex, Inc. New York, NY 10169
707 State Road #206 (609) 430-2880
Princeton, NJ 08540
(212) 818-9200

___________________

Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of the Registration Statement, as
determined by the Registrant.

________________________

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, 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. [ ]

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 this form is a post-effective amendment filed pursuant to Rule 462(d)
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. [X] File No. 333-52696

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, 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

This Post Effective Amendment No. 1 to Registration Statement is being
filed pursuant to Rule 462(d) of the Securities Act of 1933, as amended, solely
to add exhibits to Registration Statement on Form S-3 (File No. 333-52696) filed
by Medarex, Inc. on December 22, 2000. No other changes to said Registration
Statement have been effected by this Post Effective Amendment No. 1.

Item 16. Exhibits and Financial Statement Schedules

(a) Exhibits

The following exhibits are filed as part of this Registration Statement:

*1.1 Form of Underwriting Agreement Basic Terms.
/1/3.1 Restated Certificate of Incorporation of the Registrant, as
amended.
/1/3.2 Amended and Restated By-laws of the Registrant.
/2/4.1 Form of Specimen of Common Stock Certificate.
*4.2 Form of Senior Indenture.
4.3 Form of Subordinated Indenture.
*4.4 Form of Warrant.
*4.5 Form of Certificate of Designation with respect to Preferred
Stock.
*5.1 Opinion of Satterlee Stephens Burke & Burke LLP re: legality of
securities being registered.
12.1 Statement of Computation of Ratio of Earnings to Fixed Charges.
23.1 Consent of Ernst & Young LLP.
*23.2 Consent of Satterlee Stephens Burke & Burke LLP (included in
their opinion filed as Exhibit 5.1).
**24.1 Power of Attorney (included in the signature page to the
Registration Statement).
25.1 Statement of Eligibility under the Trust Indenture Act of 1939,
as amended of the Trustee on Form T-1.

____________________
1 Incorporated by reference to the identically numbered exhibit to the
Registrant's Current Report on Form 8-K filed on May 25, 2001.

2 Incorporated by reference to the identically numbered exhibit to the
Registrant's Registration Statement on Form S-1 (File No. 33-39956) filed on
April 12, 1991.

* To be filed by amendment or as an exhibit to a report pursuant to
Section 13(a), 13(c) or 15(d) of the Exchange Act.

** Previously filed.

(b) Financial Statement Schedules

All schedules are omitted because of the absence of the conditions under
which they are required, or because the information called for is included in
the financial statements or notes thereto.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Post Effective Amendment No. 1 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Township of Princeton, State of New Jersey, on this 19th
day of June 2001.

MEDAREX, INC.

By: /s/ Irwin Lerner *
------------------------------
Irwin Lerner
Chairman of the Board

Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.

Signature Title Date
--------- ----- ----

/s/ Irwin Lerner* Chairman of the Board June 19, 2001
------------------------------------------
Irwin Lerner

/s/ Donald L. Drakeman President, Chief Executive Officer and June 19, 2001
------------------------------------------ Director (Principal Executive Officer)
Donald L. Drakeman

/s/ Michael A. Appelbaum* Executive Vice President and Director June 19, 2001
------------------------------------------
Michael A. Appelbaum

/s/ Christian Schade* Senior Vice President, Treasurer and Chief June 19, 2001
------------------------------------------ Financial Officer (Principal Financial and
Christian Schade Accounting Officer)

/s/ Michael W. Fanger* Director June 19, 2001
------------------------------------------
Michael W. Fanger

/s/ Julius A. Vida* Director June 19, 2001
------------------------------------------
Julius A. Vida

/s/ Charles R. Schaller* Director June 19, 2001
------------------------------------------
Charles R. Schaller

/s/ W. Leigh Thompson, Jr.* Director June 19, 2001
------------------------------------------
W. Leigh Thompson, Jr.

/s/ Fred Craves* Director June 19, 2001
------------------------------------------
Fred Craves

Director June ___, 2001
------------------------------------------
Ronald J. Saldarini
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*By: /s/ Donald L. Drakeman
------------------------------------
Donald L. Drakeman, as attorney-in-
fact pursuant to Power of Attorney
previously filed.

INDEX TO EXHIBITS

____________________
1 Incorporated by reference to the identically numbered exhibit to the
Registrant's Current Report on Form 8-K filed on May 25, 2001.

2 Incorporated by reference to the identically numbered exhibit to the
Registrant's Registration Statement on Form S-1 (File No. 33-39956) filed on
April 12, 1991.

* To be filed by amendment or as an exhibit to a report pursuant to
Section 13(a), 13(c) or 15(d) of the Exchange Act.

** Previously filed.