As filed with the Securities and Exchange Commission on May 30, 2008
Registration No. 333-121732
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 5
TO
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
CELL GENESYS, INC.
(Exact Name of Registrant as Specified in its Charter)
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| Delaware | | 94-3061375 |
(State or Other Jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification Number) |
500 Forbes Boulevard
South San Francisco, California 94080
(650) 266-3000
(Address, Including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)
Stephen A. Sherwin, M.D.
Chairman of the Board &
Chief Executive Officer
Cell Genesys, Inc.
500 Forbes Boulevard
South San Francisco, California 94080
(650) 266-3000
(Name, Address, Including Zip Code, and Telephone Number, including Area Code, of Agent For Service)
Copies to:
Sam Zucker, Esq.
O’Melveny & Myers, LLP
2765 Sand Hill Road
Menlo Park, CA 94025
(650) 427-2600
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TERMINATION OF OFFERING UNDER REGISTRATION STATEMENT
Cell Genesys, Inc., a Delaware corporation (the “Company”), under Registration Statement No. 333-121732 (the “Registration Statement”) filed with the Securities and Exchange Commission on December 29, 2004, as amended on January 24, 2005, and declared effective on January 26, 2005, registered the public offer and sale from time to time pursuant to Rule 415 of an aggregate of $145,000,000 of 3.125% convertible senior notes due 2011 and common stock issuable upon conversion of the notes held by the selling stockholders named in the Registration Statement. The Company’s contractual obligation to maintain the effectiveness of the Registration Statement has expired. Accordingly, pursuant to an undertaking made by the Company in the Registration Statement, the Company hereby removes from registration all of the unsold convertible senior notes and common stock issuable upon conversion of the unsold notes registered under the Registration Statement.
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 Post-Effective Amendment No. 5 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of South San Francisco, State of California, on this 30th day of May, 2008.
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| CELL GENESYS, INC. |
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| By: | | /s/ Sharon E. Tetlow |
| | Sharon E. Tetlow Senior Vice President and Chief Financial Officer |
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| By: | | /s/ Marc L. Belsky |
| | Marc L. Belsky Vice President, Finance and Chief Accounting Officer |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 5 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature | | Title | | Date |
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/s/ STEPHEN A. SHERWIN, M.D. Stephen A. Sherwin, M.D. | | Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | | May 30, 2008 |
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/s/ SHARON E. TETLOW Sharon E. Tetlow | | Senior Vice President and Chief Financial Officer (Principal Financial Officer) | | May 30, 2008 |
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/s/ MARC L. BELSKY Marc L. Belsky | | Vice President, Finance and Chief Accounting Officer (Principal Accounting Officer) | | May 30, 2008 |
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* David W. Carter | | Director | | May 30, 2008 |
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* Nancy M. Crowell | | Director | | May 30, 2008 |
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* James M. Gower | | Director | | May 30, 2008 |
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* John T. Potts, Jr., M.D. | | Director | | May 30, 2008 |
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Signature | | Title | | Date |
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* Thomas E. Shenk, Ph.D. | | Director | | May 30, 2008 |
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* Eugene L. Step | | Director | | May 30, 2008 |
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* Inder M. Verma, Ph.D. | | Director | | May 30, 2008 |
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* Dennis L. Winger | | Director | | May 30, 2008 |
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| *By: | | /s/ Stephen A. Sherwin, M.D. |
| | Stephen A. Sherwin, M.D. (Attorney-in-Fact) |
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