As filed with the Securities and Exchange Commission on March 7, 2008
Registration No. 333 — 142567
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Post-Effective
Amendment No. 1 to
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PHARMION CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware | | 84-1521333 |
(State or Other Jurisdiction of
Incorporation or Organization) | | (I.R.S. Employer Identification No.) |
| | | |
| 2525 28th Street, Suite 200 | | |
| Boulder, Colorado | | 80301 |
| (Address of Principal Executive Offices) | | (Zip Code) |
| | | |
| Sol J. Barer | | Copies to: |
Chief Executive Officer
Pharmion LLC
c/o Celgene Corporation
86 Morris Avenue
Summit, New Jersey 07901
(Name and Address of Agent for Service) | | Robert A. Cantone, Esq.
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
(212) 969-3000 |
| | | |
| (908) 673-9000 | | |
| (Telephone Number, Including Area Code, of Agent For Service) | | |
TABLE OF CONTENTS
DEREGISTRATION OF UNSOLD SECURITIES
As a result of the merger on March 7, 2008 of Pharmion Corporation (“Pharmion” or the “Registrant”) with Cobalt Acquisition LLC (“Merger Sub”), a wholly owned subsidiary of Celgene Corporation, the separate existence of Pharmion ceased and Merger Sub continued as the survivor of such merger (under the name Pharmion LLC) and a wholly owned subsidiary of Celgene Corporation. This registration statement is hereby withdrawn and all securities registered hereunder which remain unsold as of the date hereof are hereby removed from registration.
SIGNATURE
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 be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Summit, State of New Jersey on this 7th day of March, 2008.
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| | PHARMION LLC*
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| | By: | /s/ David W. Gryska | |
| | | David W. Gryska | |
| | | Treasurer | |
| |
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| * | | Successor by merger to the Registrant. |
