UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT NO. 333-145123
UNDER
THE SECURITIES ACT OF 1933
Icagen, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 56-1785001 | |
(State or Other Jurisdiction of Incorporation) | (I.R.S. Employer Identification No.) |
c/o Pfizer Inc.
235 East 42nd Street
New York, New York 10017-5755
(Address of Principal Executive Offices)
2004 Stock Incentive Plan, as amended
(Full Title of the Plan)
Amy W. Schulman
Executive Vice President and General Counsel
Pfizer Inc.
235 East 42nd Street
New York, New York 10017-5755
Telephone: (212) 733-2323
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Please send copies of all communications to:
Steven A. Wilcox
Ropes & Gray LLP
Prudential Tower
800 Boylston St.
Boston, MA 02199
(617) 951-7000
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 definition of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller Reporting Company | x | |||
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (File No. 333-145123) of Icagen, Inc. (the“Registrant”), pertaining to the registration of 3,069,108 shares of the Registrant’s common stock, $0.001 par value per share (“Common Stock”) issuable under the Registrant’s 2004 Stock Incentive Plan, which was filed with the Commission on August 3, 2007. (1)
Pursuant to an Agreement and Plan of Merger dated July 20, 2011 among Pfizer Inc., a Delaware corporation (“Pfizer”), Eclipse Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Pfizer (“Eclipse”), and the Registrant, Eclipse was merged with and into the Registrant (the“Merger”), with the Registrant continuing as the surviving corporation. The Merger became effective on October 27, 2011.
In connection with the closing of the Merger, the offering pursuant to the Registration Statement has been terminated. In accordance with undertakings made by the Registrant in the Registration Statement to remove from registration, by means of post-effective amendments, any of the securities that remain unsold at the termination of the offering, the Registrant hereby removes from registration the shares of Common Stock registered but not sold under the Registration Statement.
| (1) | This number has not been adjusted to take into account the Registrant’s one-for-eight reverse stock split effectuated on September 21, 2010. |
SIGNATURE
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-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on October 27, 2011.
| ICAGEN, INC. | ||
| By: | /S/ ANDREW MURATORE | |
| Name: | Andrew Muratore | |
| Title: | Vice President and Secretary | |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the registration statement on Form S-8 has been signed below by the following persons in the capacities indicated on October 27, 2011.
| SIGNATURE | TITLE | |||||
/S/ RUTH MCKERNAN | Ruth Mckernan | |||||
| President (Principal Executive Officer) | ||||||
/S/ WILLIAM ROCHE | William Roche | |||||
| Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer) | ||||||
/S/ DOUGLAS E. GIORDANO | Douglas E. Giordano | |||||
| Director | ||||||
/S/ ANDREW MURATORE | Andrew Muratore | |||||
| Director | ||||||