As filed with the Securities and Exchange Commission on June 16, 2008
Registration No. 333-125154
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ENCYSIVE PHARMACEUTICALS INC.
(Exact name of registrant as specified in its charter)
| | | |
| Delaware | | 13-3532643 |
| (State or other jurisdiction | | (I.R.S. employer |
| of incorporation or organization) | | identification no.) |
4848 Loop Central Drive, Suite 700
Houston, TX 77081
(713) 796-8822
(Address, including Zip Code, Telephone Number,
including Area Code, of Registrant’s Principal Executive Offices)
Paul S. Manierre
Vice President
4848 Loop Central Drive, Suite 700
Houston, TX 77081
(713) 796-8822
(Name, Address and Telephone Number,
including Area Code, of Agent for Service)
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:o
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:o
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.o
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.o
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.o
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.o
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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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| Large accelerated filero | | Accelerated filerþ | | Non-accelerated filero | | Smaller reporting companyo |
| | | | | (Do not check if a smaller reporting company) | | |
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (“Post-Effective Amendment”), filed by Encysive Pharmaceuticals Inc., a Delaware corporation (the “Company”), removes from registration all securities registered under the Registration Statement on Form S-3 (Registration Number 333-125154) filed by the Company on May 23, 2005 (the “Registration Statement”) with the Securities and Exchange Commission, pertaining to the registration of $130,000,000 in 2.50% convertible senior notes due 2012 and the common stock, par value $0.005 per share, of the Company (“Common Stock”) into which such notes are convertible.
The “Effectiveness Period” under the Registration Rights Agreement, dated May 16, 2005, by and among Encysive Pharmaceuticals Inc., J.P. Morgan Securities Inc., UBS Securities LLC, and SG Cowen & Co., LLC, has terminated.
In addition, on February 20, 2008, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Pfizer Inc., a Delaware corporation (“Pfizer”), and Explorer Acquisition Corp., a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Pfizer, providing for, among other things, the merger of Purchaser with and into the Company (the “Merger”), with the Company continuing as the surviving corporation, wholly-owned by Pfizer. The Merger became effective on June 10, 2008 (the “Effective Time”), pursuant to a Certificate of Merger filed with the Secretary of State of the State of Delaware.
At the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Merger (other than shares owned by Pfizer, the Company or their wholly-owned subsidiaries or shares with respect to which appraisal rights were properly exercised under Delaware law) were cancelled and converted into the right to receive $2.35 per share in cash, without interest and less any required withholding taxes.
As a result of the Merger, the Company has terminated all offerings of its securities pursuant to its existing registration statements, including the Registration Statement. The Company hereby removes from registration all securities registered under the Registration Statement that remain unsold as of the date of this Post-Effective Amendment.
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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 the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, State of Texas, on this 16th day of June, 2008.
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| | ENCYSIVE PHARMACEUTICALS INC.
| |
| | By: | /s/ Paul Manierre | |
| | | Name: | Paul Manierre | |
| | | Title: | Vice President | |
| |
Pursuant to the requirements of Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed by the following persons on June 16, 2008 in the capacities indicated.
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| Signature | | Title |
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| /s/ Douglas E. Giordano | | President (Principal Executive Officer) |
| | |
| |
| /s/ Kathleen R. O’Connell | | Treasurer (Principal Financial Officer |
| | and Principal Accounting Officer) |
| | | |
| /s/ Lawrence Miller | | Director |
| | |
| | | |
| /s/ David Reid | | Director |
| | |
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