As filed with the Securities and Exchange Commission on April 5, 2016
Registration Statement No. 333-58151
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-58151
UNDER THE SECURITIES ACT OF 1933
Cadus Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 13-3660391 | |
(State or Other Jurisdiction of Incorporation) | (IRS Employer Identification No.) | |
767 Fifth Avenue, Suite 4700 New York, New York | 10153 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Cadus Pharmaceutical Corporation 1996 Incentive Plan
Hunter C. Gary
President and Chief Executive Officer
Cadus Corporation
767 Fifth Avenue, Suite 4700
New York, New York 10153
(name and address of agent for service)
(212) 702-4300
(Telephone number, including area code, of agent for service)
Copy to:
Salomon R. Sassoon, Esq.
Matthew Der Manuelian, Esq.
Morrison Cohen LLP
909 Third Avenue
New York, New York 10022
(212) 735-8654
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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | x |
EXPLANATORY STATEMENT
Cadus Corporation, formerly known as Cadus Pharmaceutical Corporation (the “Registrant”), previously registered shares of the Registrant’s common stock, par value $0.01 per share (“Common Stock”), under registration statement on Form S-8 (the “Registration Statement”) concerning shares of Common Stock issuable or issued under the Registrant’s 1996 Incentive Plan (the “Plan”). The Registrant is no longer issuing securities under the Plan. This Post-Effective Amendment No. 1 is being filed to deregister the remaining unissued shares of Common Stock that were registered for issuance pursuant to the below-referenced Registration Statement in connection with the Plan:
| · | Registration Statement on Form S-8 (No. 333-58151) filed by the Registrant with the SEC on June 30, 1998. |
Accordingly, the Registrant hereby withdraws from registration under the Registration Statement on Form S-8 all of the shares of its Common Stock that have not been and will not be issued under the Plan.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, the 5th day of April, 2016.
| CADUS CORPORATION | ||||
| By: | /s/ Hunter C. Gary | |||
| Name: | Hunter C. Gary | |||
| Title: | President and Chief Executive Officer | |||
Note: No other person is required to sign this Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-58151 in reliance upon Rule 478 under the Securities Act of 1933.
