As filed with the Securities and Exchange Commission on March 2, 2017
RegistrationNo. 333-211865
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORMS-3
REGISTRATION STATEMENT NO.333-211865
UNDER
THE SECURITIES ACT OF 1933
COLUCID PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 20-3419541 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
222 Third Street, Suite 1320 Cambridge, MA (857)285-6495 | 02142 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Darren J. Carroll
President
CoLucid Pharmaceuticals, Inc.
222 Third Street, Suite 1320
Cambridge, MA 02142
(857)285-6495
(Name, address and telephone number of agent for service)
Copy to:
Raymond O. Gietz, Esq.
Matthew J. Gilroy, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212)310-8000
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. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☒ | |||
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment is being filed to deregister unsold securities of CoLucid Pharmaceuticals, Inc. (the “Company”) that were registered pursuant to the Registration Statement on FormS-3 (No.333-211865), pertaining to the registration of an unspecified number of securities, filed with the U.S. Securities and Exchange Commission (the “Commission”) on June 6, 2016, as amended by Amendment No. 1 to the FormS-3, filed with the Commission on June 16, 2016 (the “Registration Statement”).
On March 1, 2017, pursuant to the terms of the Agreement and Plan of Merger, dated as of January 17, 2017, by and among Eli Lilly and Company (“Lilly”), ProCar Acquisition Corporation, a wholly-owned subsidiary of Lilly, and the Company, ProCar Acquisition Corporation merged with and into the Company (the “Merger”), and the Company became a wholly-owned subsidiary of Lilly. As a result of the Merger, the offering pursuant to the Registration Statement has been terminated. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities registered under the Registration Statement that remain unsold at the termination of the offering, the Company hereby removes from registration the securities registered but unsold under the Registration Statement as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-3 and has duly caused this Post-Effective Amendment to the Registration Statement described above to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, State of Indiana, on March 2, 2017.
| CoLucid Pharmaceuticals, Inc. | ||||
| By: | /s/ Darren J. Carroll | |||
| Name: | Darren J. Carroll | |||
| Title: | President | |||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| SIGNATURE | TITLE | DATE | ||
/s/ Darren J. Carroll | Director; President | March 2, 2017 | ||
| Darren J. Carroll | (Principal Executive Officer) | |||
/s/ Joshua Smiley | Director; Vice President and Treasurer | March 2, 2017 | ||
| Joshua Smiley | (Principal Financial and Accounting Officer) | |||
/s/ Martin Bott | Director | March 2, 2017 | ||
| Martin Bott | ||||
