As filed with the Securities and Exchange Commission on November 30, 2007
Registration No. 333-114517
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
INSPIRE PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 04-3209022 | |
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
4222 Emperor Boulevard, Suite 200
Durham, North Carolina 27703-8466
(Address of Principal Executive Offices)
Joseph M. Spagnardi
Senior Vice President, General Counsel and Secretary
Inspire Pharmaceuticals, Inc.
4222 Emperor Boulevard
Suite 200
Durham, North Carolina 27703-8466
(919) 941-9777
(Name and Address of Agent for Service)
Copies of Communications to:
Edward P. Bromley III, Esq.
Reed Smith LLP
136 Main Street—Suite 250
Princeton, New Jersey 08543-7839
(609) 987-0050
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, please 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: ¨
DEREGISTRATION OF SECURITIES
On April 16, 2004, Inspire Pharmaceuticals, Inc., a Delaware corporation (the “Registrant”), filed a Registration Statement on
Form S-3 (Registration No. 333-114517) (the “Registration Statement”), to register for sale $140,000,000 aggregate initial offering price of the Registrant’s common stock. The Registration Statement became effective on July 7, 2004.
In accordance with the undertakings given by the Registrant in the Registration Statement, the Registrant files this Post-Effective Amendment No. 1 to remove from registration all of the remaining unsold shares of the Registrant’s common stock under the Registration Statement as of the date hereof, which shares have an aggregate initial offering price of $13,937,000.
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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Durham, State of North Carolina, on November 30, 2007.
| INSPIRE PHARMACEUTICALS, INC. | ||
| By: | /s/ CHRISTY L. SHAFFER | |
| Christy L. Shaffer | ||
| President, Chief Executive Officer and Director | ||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Name | Title | Date | ||
/s/ CHRISTY L. SHAFFER Christy L. Shaffer | President & Chief Executive Officer (principal executive officer) and Director | November 30, 2007 | ||
* Thomas R. Staab, II | Chief Financial Officer & Treasurer (principal financial officer and principal accounting officer) | November 30, 2007 | ||
* Kenneth B. Lee, Jr. | Chairman of the Board | November 30, 2007 | ||
* Kip A. Frey | Director | November 30, 2007 | ||
* William R. Ringo, Jr. | Director | November 30, 2007 | ||
* POWER OF ATTORNEY
Christy L. Shaffer, by signing her name hereto, does sign this document on behalf of each of the persons indicated above for whom she is attorney-in-fact pursuant to a power of attorney duly executed by such person and filed with the Securities and Exchange Commission.
| By: | /s/ CHRISTY L. SHAFFER | |
| Christy L. Shaffer | ||
| President, Chief Executive Officer and Director | ||
