As filed with the Securities and Exchange Commission on February 5, 2008
Registration No. 333-50542
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MGI PHARMA, INC.
(Exact name of registrant as specified in its charter)
Minnesota |
| 41-1364647 |
(State or other jurisdiction |
| (I.R.S. Employer |
5775 West Old Shakopee Road, Suite 100
Bloomington, Minnesota 55437-3174
(952) 346-4700
(Address, including zip code, and telephone number of Registrant’s principal executive offices)
Eric P. Loukas
Executive Vice President, Chief Operating Officer,
General Counsel and Corporate Secretary
MGI PHARMA, INC.
5775 West Old Shakopee Road, Suite 100
Bloomington, MN 55437-3174
(952) 346-4700
(Name, address and telephone number of agent for service)
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment No. 2 to Form S-3 relates to the Registration Statement on Form S-3 (File No. 333-50542), filed with the Securities and Exchange Commission on November 22, 2000 (as amended by Amendment No. 1 dated January 2, 2001, Amendment No. 2 dated February 5, 2001, Amendment No. 3 dated February 14, 2001, and Post-Effective Amendment No. 1 dated March 21, 2001, the “Registration Statement”) by MGI PHARMA, INC., a Minnesota corporation (“MGI PHARMA”). The Registration Statement registered the sale of up to 5,000,000 shares of MGI PHARMA common stock, par value $0.01, including the attached Series A Junior Participating Preferred Share Purchase Rights.
On January 28, 2008, pursuant to the Agreement and Plan of Merger dated December 10, 2007, between MGI PHARMA, Eisai Co., Ltd., a corporation organized under the laws of Japan (“Eisai”), and Jaguar Acquisition Corp., a Minnesota corporation and an indirect wholly-owned subsidiary of Eisai (“Purchaser”), Purchaser merged with and into MGI PHARMA (the “Merger”), with MGI PHARMA continuing as the surviving corporation and a wholly-owned indirect subsidiary of Eisai.
As a result of the Merger, the offering pursuant to the Registration Statement has been terminated. In accordance with undertakings made by MGI PHARMA in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities which remain unsold at the termination of the offering, MGI PHARMA hereby removes from registration the securities registered but unsold under the Registration Statement.
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Pursuant to the requirements of the Securities Act of 1933, MGI PHARMA, INC. 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. 2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomington, State of Minnesota, on February 5, 2008.
| MGI PHARMA, INC. | |
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| By: | /s/ Leon O. Moulder, Jr. |
| Name: | Leon O. Moulder, Jr. |
| Title: | President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 has been signed by the following persons in the capacities indicated, as of February 5, 2008.
Signature |
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/s/ Leon O. Moulder, Jr. |
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| President and Chief Executive Officer | |
Leon O. Moulder, Jr. |
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| (principal executive officer) | |
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/s/ William F. Spengler |
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| Executive Vice President and Chief Financial Officer | |
William F. Spengler |
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| (principal financial officer) | |
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/s/ Richard J. Rodgers |
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| Senior Vice President and Controller | |
Richard J. Rodgers |
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| (principal accounting officer) | |
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* |
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| Director | |
Alexander Scott |
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* |
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| Director | |
Lonnel Coats |
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* |
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| Director | |
Hajime Shimizu |
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* By: | /s/ Leon O. Moulder, Jr. |
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| Leon O. Moulder, Jr., Attorney-in-Fact |
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EXHIBIT LIST
Exhibit |
| Document |
24.1 |
| Power of Attorney dated as of January 28, 2008. |
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