Allos Therapeutics Inc - Post-Effective Amendment to an S-8 filing (S-8 POS)
24 Junho 2008 - 4:42PM
Edgar (US Regulatory)
As filed
with the Securities and Exchange Commission on June 24, 2008
Registration
No. 333-38696
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
ALLOS
THERAPEUTICS, INC.
(Exact name of
registrant as specified in its charter)
Delaware
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54-1655029
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(State of
Incorporation)
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(I.R.S. Employer
Identification No.)
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11080 CirclePoint Road, Suite 200
Westminster, Colorado 80020
(Address of principal executive offices)
2000 Stock Incentive Compensation Plan
1995 Stock Option Plan
(Full title of the plans)
Paul L. Berns
President and Chief Executive Officer
Allos Therapeutics, Inc.
11080 CirclePoint Road, Suite 200
Westminster, Colorado 80020
(303) 426-6262
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
James C. T. Linfield, Esq.
Brent D. Fassett, Esq.
COOLEY GODWARD KRONISH LLP
380 Interlocken Crescent, Suite 900
Broomfield, Colorado 80021
(720) 566-4000
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 definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2
of the Exchange Act. (Check one):
Large
accelerated filer
o
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Accelerated
filer
x
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Non-accelerated
filer
o
(Do not check if a smaller
reporting company)
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Smaller
reporting company
o
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DEREGISTRATION
OF UNSOLD SECURITIES
This
Post-Effective Amendment No. 1 to Form S-8 Registration Statement
relates to the Registration Statement on Form S-8 (File No. 333-38696)
(the Registration Statement) of Allos Therapeutics, Inc. (the Company)
pertaining to 2,583,183 shares of the Companys common stock, par value $0.001
per share, which was filed with the Securities and Exchange Commission and
became effective on June 6, 2000.
The Registration Statement registered 1,825,483 shares of common stock
for sale pursuant to the Companys 1995 Stock Option Plan (the 1995 Plan) and
757,700 shares of common stock for sale pursuant to the Companys 2000 Stock
Incentive Compensation Plan (the 2000 Plan).
On
June 24, 2008 (the Effective Date), the stockholders of the Company
approved the Companys 2008 Equity Incentive Plan (the 2008 Plan). The 2008 Plan is intended as the successor to
and continuation of the 2000 Plan. As of
the Effective Date of the 2008 Plan, all shares remaining available for
issuance under the 2000 Plan became available for issuance under the 2008 Plan
and all outstanding stock awards granted under the 2000 Plan were deemed
granted pursuant to the 2008 Plan, but remain subject to the terms of the 2000
Plan. As of the Effective Date, no
additional stock awards will be granted under the 2000 Plan. The Company intends to file a new Form S-8
Registration Statement pertaining to the 2008 Plan.
Subject
to the foregoing, and in accordance with an undertaking made by the Company in
the Registration Statement to remove from registration, by means of a
post-effective amendment, any of the securities registered under the
Registration Statement that remain unsold at the termination of the offering,
the Company hereby removes from registration the securities of the Company
registered for issuance under the 2000 Plan and the Registration Statement but
unsold thereunder. The 333,828 shares of
the Company registered and unsold under the 1995 Plan and the Registration
Statement as of the date hereof shall not be removed from registration hereby
and shall remain available for issuance thereunder.
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SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, as amended, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and 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 City of Westminster, State
of Colorado, on June 24, 2008.
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ALLOS
THERAPEUTICS, INC.
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By:
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/s/
Paul L. Berns
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Paul
L. Berns
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President
and Chief Executive Officer
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POWER OF
ATTORNEY
KNOW ALL
PERSONS BY THESE PRESENTS
, that each person whose signature
appears below constitutes and appoints Paul L. Berns and Marc H. Graboyes, and
each or any one of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to the Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitutes or substitute, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the
requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1
to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature
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Title
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Date
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/s/ Stephen J.
Hoffman
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Chairman of
Board of
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June 24,
2008
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(Stephen J.
Hoffman)
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Directors and
Director
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/s/ Paul L.
Berns
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President, Chief
Executive Officer
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June 24,
2008
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(Paul L. Berns)
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and Director
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(Principal
Executive Officer)
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/s/ David C.
Clark
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Vice President,
Finance and Treasurer
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June 24,
2008
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(David C. Clark)
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(Principal
Financial Officer and
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Principal
Accounting Officer)
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/s/ Michael D.
Casey
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Director
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June 24,
2008
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(Michael D.
Casey)
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/s/ Stewart Hen
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Director
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June 24,
2008
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(Stewart Hen)
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/s/ Jeffrey R.
Latts
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Director
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June 24,
2008
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(Jeffrey R.
Latts)
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/s/ Jonathan S.Leff
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Director
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June 24,
2008
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(Jonathan S.
Leff)
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/s/ Timothy P.Lynch
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Director
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June 24,
2008
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(Timothy P.
Lynch)
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