Registration No. 333-141097
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT No. 333-141097
UNDER
THE SECURITIES ACT OF 1933
INTERCELL USA, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 52-2049149 |
| (State or other jurisdiction | | (I.R.S. employer |
| of incorporation or organization) | | identification no.) |
20 Firstfield Road, Suite 250
Gaithersburg, Maryland 20878
(301) 556-4500
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive
offices)
IOMAI CORPORATION 2005 INCENTIVE PLAN
(Full title of the plan)
Thomas Lingelbach
President
Intercell USA, Inc.
20 Firstfield Road, Suite 250
Gaithersburg, Maryland 20878
(301) 556-4500
(Name, address, including zip code, and telephone number, including area code, of agent for service)
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.
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| Large accelerated filero | | Accelerated filero | | Non-accelerated filero | | Smaller reporting companyþ |
| | | | | (Do not check if a smaller reporting company) | | |
DEREGISTRATION OF SECURITIES
Intercell USA, Inc., formerly known as Iomai Corporation (the “Registrant”), is filing this Post-Effective Amendment No. 1 to its Registration Statement on Form S-8 to withdraw and remove from registration the unissued and unsold shares of the Registrant’s common stock, par value $0.01 per share (the “Common Stock”), issuable by the Registrant pursuant to the Iomai Corporation 2005 Incentive Plan and previously registered by the Registrant pursuant to a Registration Statement on Form S-8 filed with the Securities and Exchange Commission on March 6, 2007 (Registration No. 333-141097) (the “Registration Statement”).
On August 1, 2008, the Registrant’s stockholders approved, at a special meeting of stockholders, an Agreement and Plan of Merger, dated as of May 12, 2008 (the “Merger Agreement”), among the Registrant, Intercell AG, a joint stock corporation incorporated under the laws of the Republic of Austria (“Intercell”), and Zebra Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Intercell (“Merger Sub”). Pursuant to the Merger Agreement, on August 5, 2008 (the “Effective Time”) the Merger Sub was merged with and into the Registrant, with the Registrant continuing as the surviving corporation, as a wholly-owned subsidiary of Intercell (the “Merger”). Immediately following the Effective Time, the Registrant changed its name from Iomai Corporation to Intercell USA, Inc.
At the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Merger (other than shares owned by Intercell, Merger Sub or their wholly-owned subsidiaries or shares with respect to which appraisal rights were properly exercised under Delaware law) was cancelled and converted into the right to receive $6.60 per share in cash, without interest and less any required withholding taxes.
As a result of the Merger, the Registrant terminated all offerings of its securities pursuant to its existing registration statements, including the Registration Statement. In accordance with an undertaking made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any shares of its Common Stock which remain unsold at the termination of the offering, the Registrant hereby removes from registration all shares of Common Stock registered under the Registration Statement which remained unsold as of the Effective Time of the Merger.
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, in the city of Gaithersburg, State of Maryland, on this 5th day of August, 2008.
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| | INTERCELL USA, INC.
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| | By: | /s/ Thomas Lingelbach | |
| | | Name: | Thomas Lingelbach | |
| | | Title: | President | |
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Pursuant to the requirements of Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has been signed by the following persons on August 5, 2008 in the capacities indicated.
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| Signature | | Title | | Date |
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| /s/ Thomas Lingelbach | | | | |
Thomas Lingelbach | | President and Director | | August 5, 2008 |
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| /s/ Gerd Zettlmeissl | | | | |
Gerd Zettlmeissl | | Director | | August 5, 2008 |
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| /s/ Werner Lanthaler | | | | |
Werner Lanthaler | | Treasurer and Director | | August 5, 2008 |
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| /s/ Reinhard Kandera | | | | |
Reinhard Kandera | | Secretary | | August 5, 2008 |
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| /s/ Roman Necina | | | | |
Roman Necina | | Vice President of Operations | | August 5, 2008 |
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| /s/ Gregory M. Glenn | | | | |
Gregory M. Glenn | | Vice President, Chief Scientific
Officer US | | August 5, 2008 |
