As filed with the Securities and Exchange Commission on January 19, 2007

Registration No. 333-          

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

Vanda Pharmaceuticals Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		2834		03-0491827
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

9605 Medical Center Drive
Suite 300
Rockville, Maryland 20850
(240) 599-4500
(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.

  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, as amended, check the following box. o

  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. x 333-139485

  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. o                     

  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. o                     

				Proposed Maximum
	Title of Each Class of			Aggregate			Amount of
	Securities to be Registered			Offering Price (1)(2)			Registration Fee (3)
	Common Stock, $0.001 par value			$9,415,050			$1,007.42

	(1)		Includes offering price of shares of common stock that may be purchased by the underwriters to cover over-allotments, if any,
	(2)		Based on the public offering price of $27.29 per share.
	(3)		The Registrant previously registered an aggregate of $105,092,750 worth of its common stock on a Registration Statement on Form S-1 (Reg. No. 333-139485), for which filing fees of $11,244.92 were paid.

 

 

EXPLANATORY NOTE

     This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the sole purpose of registering an increase in the proposed maximum aggregate offering price of $9,415,050. The contents of the Registration Statement on Form S-1 (Reg. No. 333-139485) filed by Vanda Pharmaceuticals Inc. on December 19, 2006, as amended, and declared effective by the Securities and Exchange Commission on January 18, 2007, including the Exhibits thereto, are incorporated herein by reference.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits and Financial Statement Schedules

Exhibit No.		Description
5.1		Opinion of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP.
23.1		Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP (contained in Exhibit 5.1).
23.2		Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
24.1 *		Power of Attorney.

*

Incorporated by reference to Vanda Pharmaceuticals Inc.’s Registration Statement on Form S-1, as amended (Reg. No. 333-139485).

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Rockville, Maryland, on this 19^th day of January, 2007.

     Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Name		Title		Date
/s/ Mihael H. Polymeropoulos, M.D.   Mihael H. Polymeropoulos, M.D		President, Chief Executive Officer and Director (principal executive officer)		January 19, 2007
/s/ Steven A. Shallcross   Steven A. Shallcross		Senior Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer)		January 19, 2007
*   Argeris N. Karabelas, Ph.D		Director		January 19, 2007
*   Brian K. Halak, Ph.D.		Director		January 19, 2007
*   H. Thomas Watkins		Director		January 19, 2007
*   David Ramsay		Director		January 19, 2007
*   James B. Tananbaum, M.D.		Director		January 19, 2007
*   Richard W. Dugan		Director		January 19, 2007

*By:		/s/ Mihael H. Polymeropoulos, M.D. Mihael H. Polymeropoulos, M.D. Attorney-in-Fact

INDEX TO EXHIBITS

Exhibit No.		Description
5.1		Opinion of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP.
23.2		Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
23.3		Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP (contained in Exhibit 5.1).
24.1*		Power of Attorney

*

Incorporated by reference to Vanda Pharmaceuticals Inc.’s Registration Statement on Form S-1, as amended (Reg. No. 333-139485).

Exhibit 5.1

January 19, 2007

9605 Medical Center Drive
Suite 300
Rockville, Maryland 20850

     Re: Registration Statement on Form S-1 Pursuant to

Rule 462(b) Ladies and Gentlemen:

     We have examined the Registration Statement on Form S-1 to which this letter is attached as Exhibit 5.1 (the “Rule 462(b) Registration Statement”) filed by Vanda Pharmaceuticals Inc. (the “Company”) with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and relating to the registration under the Securities Act of an additional 345,000 shares of the Company’s Common Stock (the “Additional Shares”) for an aggregate offering size of up to 4,370,000 shares of the Company’s Common Stock, including an over-allotment option granted by the Company to the Underwriters to purchase up to 570,000 shares of the Company’s Common Stock. The Rule 462(b) Registration Statement to be used for the offer and sale of the Additional Shares is filed with the Commission in connection with the offering described in the Registration Statement on Form S-1 (Registration No. 333-139485) filed with the Commission on December 19, 2006, as amended, which was declared effective by the Commission on January 18, 2007.

     As your counsel in connection with this transaction, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the sale and issuance of the Additional Shares.

     It is our opinion that, upon completion of the proceedings being taken or contemplated to be taken prior to the sale of the Additional Shares, the Additional Shares, when issued and sold in the manner described in the Rule 462(b) Registration Statement and in accordance with the resolutions adopted by the Board of Directors of the Company, will be legally and validly issued, fully paid and non-assessable.

     We consent to the use of this opinion as an exhibit to the Rule 462(b) Registration Statement, and further consent to the use of our name wherever appearing in said Rule 462(b) Registration Statement and in any amendment or supplement thereto.

		Very truly yours,
		/s/ Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended, of our report dated February 15, 2006, except as to Note 8 as to which the date is April 12, 2006, relating to the financial statements of Vanda Pharmaceuticals Inc., which appears in the Registration Statement on Form S-1 (No. 333-139485) of Vanda Pharmaceuticals Inc. We also consent to the reference to our firm under the heading “Experts” in this Registration Statement, as incorporated by reference from the Registration Statement on Form S-1 (No. 333-139485) of Vanda Pharmaceuticals Inc.

/s/ PricewaterhouseCoopers LLP
McLean, Virginia
January 18, 2007