Registration No. 333-31229
UNITED STATES
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
CollaGenex Pharmaceuticals, Inc.
(Exact name of Registrant as Specified in Its Charter)
| | | |
| Delaware | | 52-1758016 |
| (State or Other Jurisdiction of | | (I.R.S. Employer Identification No.) |
| Incorporation or Organization) | | |
| 41 University Drive | | |
| Newtown, Pennsylvania | | 18940 |
| (Address of Principal Executive Offices) | | (Zip Code) |
1992 STOCK OPTION PLAN, AS AMENDED
1996 STOCK PLAN
1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN, AS AMENDED
(Full Title of the Plan)
41 University Drive
Newtown, Pennsylvania 18940
(215) 579-7388
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant’s Principal Executive Offices)
President
CollaGenex Pharmaceuticals, Inc.
41 University Drive
Newtown, Pennsylvania 18940
(215) 579-7388
(Name, Address Including Zip Code, and Telephone Number Including Area Code, of Agent for Service)
Copies to:
Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
Attention: Paul S. Bird, Esq.
Telephone: (212) 909-6000
DEREGISTRATION OF UNSOLD SECURITIES
CollaGenex Pharmaceuticals, Inc. (“Registrant”) is filing this Post-Effective Amendment No. 1 to the registration statement on Form S-8, Registration No. 333-31229, filed on July 14, 1997 (the “Registration Statement”), to deregister unsold securities of the Registrant offered under the 1992 Stock Option Plan, as amended, the 1996 Stock Plan and the 1996 Non-Employee Director Stock Option Plan, as amended (collectively, the “Plans”).
On April 10, 2008, pursuant to an Agreement and Plan of Merger dated as of February 25, 2008, by and among Registrant, Galderma Laboratories, Inc. (“Parent”) and Galderma Acquisition Inc., a wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub merged with and into Registrant (the “Merger”), with Registrant being the surviving entity and becoming a direct, wholly owned subsidiary of Parent. As a result of the Merger, Registrant terminated the Plans. Registrant intends to file a certification and notice of termination on Form 15 with respect to Registrant’s shares of common stock, par value $0.01 per share.
Pursuant to the undertaking made by Registrant in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering, Registrant is filing this Post-Effective Amendment No. 1 to the Registration Statement to deregister all of the securities that remain unsold under the Registration Statement.
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 the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on April 25, 2008.
| | | | | |
| | COLLAGENEX PHARMACEUTICALS, INC.
| |
| | By: | /s/ Humberto Antunes | |
| | | Name:�� | Humberto Antunes | |
| | | Title: | President | |
| |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on April 25, 2008.
| | | |
| Signature | | Title |
| | | |
/s/ Humberto Antunes | | President |
| Humberto Antunes | | |
| | | |
/s/ Albert Draaijer | | Treasurer, Vice President and Director |
| Albert Draaijer | | |
| | | |
/s/ Quintin Cassady | | Secretary, Vice President and Director |
| Quintin Cassady | | |
