- Post-Effective Amendment to Registration Statement (POS AM)
14 Outubro 2009 - 5:24PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on
October 14, 2009
Registration No. 333-142482
UNITED
STATES
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
Cell
Genesys, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
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94-3061375
(I.R.S. Employer
Identification Number)
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400 Oyster Point Boulevard, Suite 525
South San Francisco, California 94080
(650) 266-3000
(Address of Registrants Principal
Executive Office) (Zip Code)
Stephen M. Simes
Vice Chairman, President and Chief Executive Officer
BioSante Pharmaceuticals, Inc.
111 Barclay Boulevard
Lincolnshire, Illinois 60069
(847) 478-0500
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For Service)
Copies requested to:
Amy E. Culbert, Esq.
Oppenheimer Wolff & Donnelly LLP
45 South Seventh Street, Suite 3300
Minneapolis, Minnesota 55402-1509
(612) 607-7287
DEREGISTRATION
OF SECURITIES
On May 1,
2007, Cell Genesys, Inc., a Delaware corporation (Cell Genesys), filed
with the Securities and Exchange Commission a registration statement on Form S-3,
as amended (Registration No. 333-142482 (the Registration Statement),
registering the sale of an indeterminate number of shares of common stock, par
value $0.001 per share, preferred stock, par value $0.001 per share, and
depositary shares, an indeterminate number of warrants to purchase common stock
or preferred stock and an indeterminate amount of debt securities of Cell
Genesys, up to a total dollar amount of $150,000,000.
On October 14,
2009, Cell Genesys was merged with and into BioSante Pharmaceuticals, Inc.,
a Delaware corporation (BioSante), with BioSante continuing as the surviving
company (the Merger). The Merger was effectuated pursuant to the terms of an
Agreement and Plan of Merger, dated as of June 29, 2009, by and between
Cell Genesys and BioSante.
As a result of the
Merger, the offering pursuant to the Registration Statement has been
terminated. In accordance with undertakings made by Cell Genesys in the
Registration Statement to remove from registration, by means of a
post-effective amendment, any of the securities which remain unsold at the termination
of the offering, Cell Genesys hereby removes from registration the Cell Genesys
common stock registered but unsold under the Registration Statement.
2
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 Post-Effective Amendment No. 1 to the
Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Lincolnshire, State of
Illinois, on October 14, 2009.
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CELL
GENESYS, INC.
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By:
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/s/ Stephen M. Simes
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Stephen M. Simes
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Vice Chairman,
President and Chief Executive Officer (principal executive officer) of
BioSante Pharmaceuticals, Inc., as successor in interest to Cell
Genesys, Inc.
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By:
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/s/ Phillip B.
Donenberg
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Phillip B. Donenberg
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Chief Financial Officer,
Treasurer and Secretary
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(principal financial and
accounting officer) of BioSante Pharmaceuticals, Inc., as successor in
interest to Cell Genesys, Inc.
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Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 1 to the Registration Statement on Form S-3 has been
signed on October 14, 2009, by the following persons in the capacities
indicated.
Signature
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Title
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Date
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/s/ Stephen M. Simes
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Vice Chairman, President and Chief
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October 14, 2009
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Stephen M. Simes
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Executive Officer
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/s/ Phillip B. Donenberg
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Chief Financial Officer, Treasurer
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October 14, 2009
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Phillip B. Donenberg
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and Secretary
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/s/ Louis W. Sullivan, M.D.
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Chairman of the Board
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October 14, 2009
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Louis W. Sullivan, M.D.
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/s/ Fred Holubow
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Director
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October 14, 2009
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Fred Holubow
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Director
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Peter Kjaer
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3
Signature
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Title
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Date
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/s/ Ross Mangano
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Director
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October 14, 2009
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Ross Mangano
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/s/ John T. Potts, Jr., M.D.
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Director
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October 14, 2009
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John T. Potts, Jr., M.D.
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/s/ Edward C. Rosenow, III, M.D.
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Director
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October 14, 2009
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Edward C. Rosenow, III, M.D.
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/s/ Stephen A. Sherwin, M.D.
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Director
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October 14, 2009
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Stephen A. Sherwin, M.D.
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4
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