Delaware
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
04-2742593
(I.R.S.
Employer
Identification
No.)
|
125
CambridgePark Drive, 6th
Floor
Cambridge, Massachusetts
|
02140
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Brian
J.G. Pereira, MD
Chief
Executive Officer and President
Advanced
Magnetics, Inc.
125
CambridgePark Drive, 6th
Floor
Cambridge,
Massachusetts 02140
|
COPY
TO:
Miguel
J. Vega, Esq.
Sullivan
& Worcester LLP
One
Post Office Square
Boston,
Massachusetts 02109
|
(617)
498-3300
|
(617)
338-2448
|
Title
of Each Class
of
Securities
to
be Registered
|
Amount
to be
Registered(1)
|
Proposed
Maximum
Offering
Price
Per
Share(2)
|
Proposed
Maximum
Aggregate
Offering
Price
|
Amount
of
Registration
Fee
|
Common
Stock, $0.01 par value per share
|
100,000
|
$64.40
|
$6,440,000
|
$198.00
|
(a)
|
The
Company’s Annual Report on Form 10-K for the fiscal year ended September
30, 2005 filed on December 14, 2005 pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”);
|
|
(b)
|
All
other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act
since the end of the fiscal year covered by the Registrant’s Annual Report
referred to in (a) above; and
|
|
(c)
|
The
description of the Company’s common stock contained in the registration
statement on Form 8-A dated June 26, 2006 (File No. 0-14732), including
all amendments or reports filed for the purpose of updating such
description.
|
EXHIBIT
NO.
|
DESCRIPTION
|
4.1
|
Certificate
of Incorporation of the registrant, as amended (incorporated by reference
to Exhibit 3.1 to the registrant's Annual Report on Form 10-K for
the
fiscal year ended September 30, 2006, File No.
0-14732).
|
4.2
|
Amended
and Restated By-Laws of the registrant, as amended (incorporated
by
reference to Exhibit 3.2 to the registrant's Current Report on Form
8-K,
dated May 14, 2007, File No. 0-14732).
|
4.3
|
Specimen
certificate representing the registrant's Common Stock (incorporated
by
reference to Exhibit 6 to the Registration Statement on Form 8-A
of the
registrant, Reg. No. 1-10865).
|
*5.1
|
Opinion
of Sullivan & Worcester
LLP.
|
10
|
2006
Employee Stock Purchase Plan (incorporated by reference to Appendix
A to
the registrant's definitive proxy statement, filed December 19, 2006,
File
No. 0-14732).
|
23.1
|
Consent
of Sullivan & Worcester LLP (contained in the opinion of Sullivan
& Worcester LLP filed herewith as Exhibit 5.1).
|
*23.2
|
Consent
of Independent Registered Public Accounting Firm – PricewaterhouseCoopers
LLP (Advanced Magnetics, Inc.).
|
24
|
Powers
of Attorney (included in the signature page to this registration
statement).
|
ADVANCED
MAGNETICS, INC.
|
|
By: /s/
Brian J.G. Pereira, MD
|
|
Name: Brian
J.G.
Pereira, MD
|
|
Title: Chief
Executive Officer and
President
|
Signature
|
Title
|
Date
|
/s/
Brian J.G. Pereira, MD
Brian
J.G. Pereira
|
Chief
Executive Officer President and Director
|
May
25, 2007
|
/s/
David A. Arkowitz
David
A. Arkowitz
|
Chief
Financial Officer and Chief Business Officer
|
May
25, 2007
|
/s/
Dr. Michael D. Loberg
Dr.
Michael D. Loberg
|
Director
|
May
25, 2007
|
/s/
Michael Narachi
Michael
Narachi
|
Director
|
May
25, 2007
|
/s/
Davey S. Scoon
Davey
S. Scoon
|
Director
|
May
25, 2007
|
/s/
Mark Skaletsky
Mark
Skaletsky
|
Director
|
May
25, 2007
|
/s/
Ron Zwanziger
Ron
Zwanziger
|
Director
|
May
25, 2007
|