As filed with the Securities and Exchange Commission on March 29, 2012
Post-Effective Amendment No. 1 to Registration Statements on Form S-8 (No. 333-89476)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PONIARD PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Washington
(State or other jurisdiction of incorporation or organization)
300 Elliott Avenue West, Suite 530
Seattle, Washington 98119
(206) 281-7001
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
91-1261311
(I.R.S. Employer Identification No.)
NEORX CORPORATION RESTATED 1994 STOCK OPTION PLAN
NEORX CORPORATION 1991 RESTRICTED STOCK PLAN
(Full Title of the Plan)
Anna Lewak Wight
Vice President, Legal
Poniard Pharmaceuticals, Inc.
300 Elliott Avenue West, Suite 530
Seattle, Washington 98119
(206) 281-7001
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
James Lisbakken
Perkins Coie LLP
1201 Third Avenue, Suite 4800
Seattle, Washington 98101-3099
(206) 359-8000
DEREGISTRATION OF COMMON STOCK
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (Registration No. 333-89476) of Poniard Pharmaceuticals, a Delaware corporation (the “Company”), pertaining to the registration of an additional 3,000,000 shares of common stock of the Company, $0.02 par value (the “Company Common Stock”), under the NeoRx Corporation Restated 1994 Stock Option Plan, the registration of 150,000 shares of common stock of the Company under the NeoRx Corporation 1991 Restricted Stock Plan and the registration of an indeterminate number of additional shares which may become deliverable as a result of future adjustments to prevent dilution, which was filed with the Securities and Exchange Commission on May 31, 2002 (the “Registration Statement”).
The Company has terminated all offerings of Company Common Stock pursuant to its existing registration statements, 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 shares of Company Common Stock which remain unsold at the termination of the offering, the Company hereby removes from registration all shares of Company Common Stock registered under the Registration Statement which remain unsold as of the filing of this Post-Effective Amendment No. 1 to Form S-8 Registration Statement.
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-3 and has duly caused this Post-Effective Amendment No. 1 to Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on this 29th day of March, 2012.
| PONIARD PHARMACEUTICALS | ||||
| By: | /S/ MICHAEL K. JACKSON | |||
| Michael K. Jackson | ||||
| Interim Chief Financial Officer | ||||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to Form S-3 has been signed by the following persons in the capacities indicated on this 29th day of March, 2012.
/S/ MICHAEL S. PERRY | President and Chief Medical Officer (Principal Executive Officer) | |
| Michael S. Perry | ||
/S/ MICHAEL K. JACKSON | Interim Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | |
| Michael K. Jackson | ||
/S/ ROBERT S. BASSO | Director | |
| Robert S. Basso | ||
/S/ FRED B. CRAVES | Director | |
| Fred B. Craves | ||
/S/ CARL S. GOLDFISCHER | Director | |
| Carl S. Goldfischer | ||
/S/ ROBERT M. LITTAUER | Director | |
| Robert M. Littauer | ||
/S/ RONALD A. MARTELL | Director | |
| Ronald A. Martell | ||
/S/ DAVID R. STEVENS | Director | |
| David R. Stevens | ||
