As filed with the Securities and Exchange Commission on November 17, 2014
Registration No. 333-194866
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT NO. 333-194866
UNDER
THE SECURITIES ACT OF 1933
DURATA THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 27-1247903 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
500 West Monroe Street, Suite 3300
Chicago, Illinois 60661
(312) 219-7000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
A. Robert D. Bailey, Esq.
Durata Therapeutics, Inc.
c/o Actavis plc
Morris Corporate Center III
400 Interpace Parkway
Parsippany, NJ 07054
(862) 261-7000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all communications, including communications sent to agent for service, should be sent to:
Andrew L. Bab, Esq.
Debevoise & Plimpton LLP
919 Third Avenue
New York, NY 10022
(212) 909-6000
Approximate date of commencement of proposed sale to the public: Durata Therapeutics, Inc. is hereby amending this registration statement to deregister any securities that had been registered but remain unsold under the registration statement.
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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. ¨
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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. ¨
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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, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ¨ | Accelerated filer | x | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
DEREGISTRATION OF SECURITIES
This post-effective amendment (the “Post-Effective Amendment”), filed by Durata Therapeutics, Inc., a Delaware corporation (the “Company”), removes from registration all securities of the Company registered under the Company’s Registration Statement on Form S-3 (File No. 333-194866) (the “Registration Statement”).
On October 5, 2014, the Company entered into an agreement and plan of merger with Actavis W.C. Holding Inc. (“Parent”) and Delaware Merger Sub, Inc. (“Purchaser”), a wholly owned subsidiary of Parent and an indirect wholly owned subsidiary of Actavis plc, an Irish public limited company, providing for, among other things, the merger of Purchaser with and into the Company with the Company becoming a direct wholly owned subsidiary of Parent (the “Merger”) pursuant to Section 251(h) of the General Corporation Law of the State of Delaware. The Merger became effective on November 17, 2014, pursuant to the Certificate of Merger that was filed with the Secretary of State of the State of Delaware.
In connection with the Merger, the Company is terminating all offerings of its securities pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statement. 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 securities which remain unsold at the termination of the offering, the Company hereby removes from registration all securities registered under the Registration Statement that remain unsold as of the date hereof.
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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Parsippany, State of New Jersey, on November 17, 2014. No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933.
| DURATA THERAPEUTICS, INC. | ||
| By: | /s/ A. Robert D. Bailey | |
| A. Robert D. Bailey | ||
President, Chief Legal Officer and Corporate Secretary | ||