AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 23, 2001
REGISTRATION NO. 333-32100
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
FORM S-3
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 06-1534213
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
180 KIMBALL WAY
SOUTH SAN FRANCISCO, CALIFORNIA 94080
(650) 829-1000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
WILLIAM J. NEWELL, ESQ.
SENIOR VICE PRESIDENT AND SECRETARY
AXYS PHARMACEUTICALS, INC.
180 KIMBALL WAY
SOUTH SAN FRANCISCO, CALIFORNIA 94080
(650) 829-1000
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
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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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Approximate date of commencement of proposed sale to the public: This
post-effective amendment deregisters those shares of common stock that remain
unsold hereunder as of the effective date hereof.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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. [ ]
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 number for the same offering. [ ]
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. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
DEREGISTRATION OF SECURITIES
On March 10, 2000, Axys Pharmaceuticals, Inc. ("Axys") filed a
registration statement on Form S-3 (No. 333-32100) (the "Registration
Statement") that registered 3,497,778 of shares of its common stock for resale
from time to time by certain selling stockholders, who purchased the shares on
March 3, 2000 in a private transaction.
Under an Agreement and Plan of Merger, dated as of June 12, 2001, among
Axys, Applera Corporation ("Applera") and Angel Acquisition Sub, Inc., a wholly
owned subsidiary of Applera, Angel Acquisition was merged with and into Axys,
with Axys continuing as the surviving corporation in the merger and becoming a
wholly owned subsidiary of Applera, as of November 16, 2001. In the merger, each
outstanding share of Axys common stock, including any shares held by the selling
stockholders, was converted into the right to receive 0.1355 share of
Applera Corporation-Celera Genomics Group common stock.
Consequently, in accordance with the undertaking contained in the
Registration Statement pursuant to item 512(a)(3) of Regulation S-K and pursuant
to this Post-Effective Amendment No. 1 to the Registration Statement, Axys
hereby deregisters all of the shares of Axys'common stock registered pursuant to
the Registration Statement remaining unsold 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-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 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
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William B. Sawch
/s/ Dennis L. Winger Director November 21, 2001
- ------------------------------
Dennis L. Winger