CLDA Clinical Data, Inc. (MM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-111347

Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-133267

Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-135747

Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-143883

Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-145586

Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-155693

Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-159039

Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-167384

Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-170615

UNDER THE SECURITIES ACT OF 1933

CLINICAL DATA, INC.

(Exact name of registrant as specified in its charter)

Approximate date of commencement of proposed sale to the public: Not applicable.

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

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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.   ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) 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.   ¨

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.   ¨

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 Commission pursuant to Rule 462(e) under the Securities Act, check the following box.   ¨

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.   ¨

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 the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

DEREGISTRATION OF SECURITIES

These Post-Effective Amendments (these “Post-Effective Amendments”), filed by Clinical Data, Inc., a Delaware corporation (“Clinical Data”), remove from registration all securities registered under the following registration statements (each a “Registration Statement,” and collectively, the “Registration Statements”) filed by Clinical Data with the United States Securities and Exchange Commission (the “SEC”) (note that the numbers listed below do not take into account corporate actions, such as stock splits, taken in the interim):

3

On April 12, 2011, Forest Laboratories, Inc. (“Forest”), through its indirect wholly-owned subsidiary Magnolia Acquisition Corp. (“Magnolia”), acquired approximately 82.8% of the outstanding shares of Clinical Data’s common stock, on a fully-diluted basis, following the successful completion of a tender offer (the “Offer”) for all outstanding shares of common stock of, and certain outstanding notes and warrants convertible into the common stock of, Clinical Data. On April 12, 2011, subsequent to the acceptance of securities in the Offer, Magnolia converted the entire principal amount of the convertible notes it acquired in the Offer into 6,110,599 shares of common stock and became the owner of more than 90% of the outstanding shares of common stock. Pursuant to the Agreement and Plan of Merger, dated as of February 22, 2011, as amended by Amendment No. 1, dated as of April 4, 2011, among Forest, FL Holding CV, an indirect wholly-owned subsidiary of Forest, Magnolia and Clinical Data (the “Merger Agreement”), Forest completed its acquisition of Clinical Data following the conversion of the convertible notes by effecting the short-form merger (the “Merger”) on April 13, 2011 in accordance with Section 253 of the Delaware General Corporation Law.

Pursuant to the Merger, Magnolia has merged with and into Clinical Data, with Clinical Data continuing as the surviving corporation and a wholly-owned subsidiary of Dogwood Holding Corp., an indirect wholly-owned subsidiary of Forest and the direct parent of Magnolia prior to the consummation of the Merger. Each share of Clinical Data’s common stock, and certain outstanding Clinical Data warrants, that were outstanding immediately prior to the effective time of the Merger and that were not accepted for payment pursuant to the Offer (other than shares held by Magnolia or Clinical Data, or shares held by Clinical Data stockholders who have and validly exercise appraisal rights under Delaware law) were, at the effective time of the Merger, canceled and converted into the right to receive the same consideration per share or warrant that would have been paid pursuant to the Offer (as stipulated in the Merger Agreement) had those securities been tendered in the Offer.

As a result of the Merger, Clinical Data has terminated all offerings of its securities pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statements. In accordance with an undertaking made by Clinical Data in each of the Registration Statements to remove from registration, by means of a post-effective amendment, any securities registered under each such Registration Statement that remain unsold at the termination of the applicable offering. Clinical Data hereby removes from registration all securities registered under the Registration Statements that remain unsold as of the date of these Post-Effective Amendments.

4

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-3 and has duly caused these Post-Effective Amendments to Form S-3 Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on April 13, 2011.

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment has been signed by the following persons in the capacity and on the date included.

5

Clinical Data (NASDAQ:CLDA)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024

Clinical Data (NASDAQ:CLDA)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024