AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 23, 2001
REGISTRATION NO. 333-09095
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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
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AXYS PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 22-2969941
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
180 KIMBALL WAY
SOUTH SAN FRANCISCO, CALIFORNIA 94080
(650) 829-1000
(Address, including zip code and telephone number, including area code,
of principal executive offices)
1989 STOCK PLAN
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
WILLIAM J. NEWELL, ESQ.
SENIOR VICE PRESIDENT AND SECRETARY
AXYS PHARMACEUTICALS, INC.
180 KIMBALL WAY
SOUTH SAN FRANCISCO, CALIFORNIA 94080
(650) 829-1000
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Copy to:
RICHARD CAPELOUTO, ESQ.
SIMPSON THACHER & BARTLETT
3330 HILLVIEW AVENUE
PALO ALTO, CALIFORNIA 94304
(650) 251-5000
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DEREGISTRATION OF SHARES
This Post-Effective Amendment No. 1 to the Registrant's Registration
Statement No. 333-09095 on Form S-8 filed on July 29, 1996 (the "Registration
Statement") is filed to deregister shares of the Registrant's common stock
previously registered that remain available for issuance under the Employee
Stock Purchase Plan and the 1989 Stock Plan as of the date hereof.
Under an Agreement and Plan of Merger, dated as of June 12, 2001, among
the Registrant, Applera Corporation ("Applera") and Angel Acquisition Sub, Inc.,
a wholly owned subsidiary of Applera, Angel Acquisition Sub, Inc. was merged
with and into the Registrant, with the Registrant continuing as the surviving
corporation in the merger and becoming a wholly owned subsidiary of Applera, as
of November 16, 2001. Pursuant to the merger agreement, the Registrant
terminated its Employee Stock Purchase Plan effective November 16, 2001, and all
outstanding options to purchase shares of the Registrant's common stock under
the 1989 Stock Plan as of November 16, 2001 were converted into options to
purchase shares of Applera Corporation-Celera Genomics Group common stock.
Accordingly, pursuant to this Post-Effective Amendment No. 1 to the
Registration Statement, the Registrant hereby deregisters all shares that remain
available for issuance under the Employee Stock Purchase Plan and the 1989 Stock
Plan as of the date hereof.
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-8 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 Norwalk,
State of Connecticut, on November 21, 2001.
AXYS PHARMACEUTICALS, INC.
By: /s/ Thomas P. Livingston
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Name: Thomas P. Livingston
Title: Assistant Secretary
POWER OF ATTORNEY
We, the undersigned directors and officers of the registrant, do hereby
constitute and appoint Thomas P. Livingston, our true and lawful attorney and
agent, to do any and all acts and things in our name and on our behalf in our
capacities as directors and officers and to execute any and all instruments for
us and in our names in the capacities indicated below, which said attorney and
agent, may deem necessary or advisable to enable said corporation to comply with
the Securities Act of 1933 and any rules, regulations and requirements of the
Securities and Exchange Commission, in connection with this Registration
Statement, including specifically, but without limitation, power and authority
to sign for us or any of us in our names in the capacities indicated below, any
and all amendments (including post-effective amendments) hereto and we do hereby
ratify and confirm all that said attorney and agent, shall do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Paul J. Hastings President and Chief Executive November 21, 2001
- ------------------------------ Officer (principal executive
Paul J. Hastings officer)
/s/ David E. Riggs Senior Vice President and November 21, 2001
- ------------------------------ Chief Financial Officer
David E. Riggs (principal financial officer
and principal accounting
officer)
/s/ William B. Sawch Director November 21, 2001
- ------------------------------
William B. Sawch
/s/ Dennis L. Winger Director November 21, 2001
- ------------------------------
Dennis L. Winger