As filed with the Securities and Exchange Commission on December 7, 2006

Registration No. 333-                        

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

MANNKIND CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		13-3607736 (I.R.S. Employer Identification Number)

28903 North Avenue Paine
Valencia, CA 91355
(661) 775-5300
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Alfred E. Mann
Chief Executive Officer and Chairman
MannKind Corporation
28903 North Avenue Paine, Valencia, CA 91355
(661) 775-5300
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

David Thomson, Esq. MannKind Corporation 28903 North Avenue Paine Valencia, CA 91355 (661) 775-5300		D. Bradley Peck, Esq. Cooley Godward Kronish LLP 4401 Eastgate Mall San Diego, CA 92121-1909 (858) 550-6000

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

     If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: o

     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, as amended (the “Securities Act”), other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: þ

     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 333-138373

     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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Securities and Exchange Commission pursuant to Rule 462(e) under the Securities Act, check the following box: o

     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 additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box: o

CALCULATION OF REGISTRATION FEE

				Proposed Maximum					Amount of
				Aggregate Offering					Registration
	Title of Each Class of Securities to Be Registered (1)			Price (2)					Fee (3)
	Common Stock, par value $0.01 per share				—					—
	Warrants				—					—
	Debt Securities				—					—
	Total			$	15,660,000				$	1,675.62

 

 

EXPLANATORY NOTE

     This registration statement is being filed to register an additional $15,660,000 worth of shares of our common stock, warrants and debt securities, pursuant to Rule 462(b) of the Securities Act of 1933, as amended. In accordance with Rule 462(b), this registration statement incorporates by reference the contents of our registration statement on Form S-3 (File No. 333-138373) which was declared effective on November 7, 2006, including all amendments, supplements and exhibits thereto and all information incorporated by reference therein, other than the exhibits included herein.

     The required opinions and consents are listed on the Exhibit Index attached to and filed with this registration statement.

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 Valencia, State of California, on December 6, 2006.

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

Signatures		Title		Date
/s/                                 *   Alfred E. Mann		Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)		December 6, 2006
/s/                                 *   Hakan S. Edstrom		President, Chief Operating Officer and Director		December 6, 2006
/s/                                 *   Richard L. Anderson		Corporate Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)		December 6, 2006
/s/                                 *   Kathleen Connell, Ph.D.		Director		December 6, 2006
/s/                                 *   Ronald J. Consiglio		Director		December 6, 2006
/s/                                 *   Llew Keltner M.D., Ph.D.		Director		December 6, 2006
/s/                                 *   Michael Friedman, M.D.		Director		December 6, 2006
/s/                                 *   Kent Kresa		Director		December 6, 2006
/s/                                 *   Henry L. Nordoff		Director		December 6, 2006
/s/                                 *   David H. MacCallum		Director		December 6, 2006

INDEX TO EXHIBITS

Exhibit
Number		Description of Document
5.1		Opinion of Cooley Godward Kronish LLP.
23.1		Consent of Cooley Godward Kronish LLP (included as Exhibit 5.1 to this filing).
23.2		Consent of Independent Registered Public Accounting Firm.
24.1		Power of Attorney (1)