As filed with the Securities and Exchange Commission on January 10, 2000
Registration No. 333-92055
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
LEUKOSITE, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 04-3173859
(State or Other Jurisdiction of Incorporation) (IRS Employer Identification No.)
75 Sidney Street
Cambridge, Massachusetts 02139
(617) 679-7000
(Address, including zip code, and telephone number, including
area ode, of principal executive offices)
John Maraganore
President
LeukoSite, Inc.
75 Sidney Street
Cambridge, Massachusetts 02139
(617) 679-7000
(Name, Address, and Telephone Number, Including Area Code, Of Agent For Service)
-----------------------------------
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this registration statement.
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 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 the delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
LEUKOSITE, INC.
Termination of Registration Statement and
Deregistration of Securities
On December 22, 1999, the stockholders of Leukosite, Inc. (the
"Company") approved and adopted an Agreement and Plan of Merger, dated as of
October 14, 1999, by and among the Company, Millennium Pharmaceuticals, Inc.
("Millennium") and ANM, Inc., a wholly-owned subsidiary of Millennium (the
"Merger"). Because all of the shares of LeukoSite common stock which were
registered on the registration statement on Form S-3, No. 333-92055 (the
"Registration Statement"), have been sold prior to the Merger or have been
converted into shares of Millennium common stock in connection with the Merger,
no additional shares of LeukoSite common stock registered on the Registration
Statement can be sold or otherwise issued under the Registration Statement. As a
result, the Company hereby removes from registration any and all unsold shares
of LeukoSite common stock that were previously registered under the Registration
Statement, and hereby files this Post-Effective Amendment No. 1 to the
Registration Statement to effect such removal and to terminate the Registration
Statement.
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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on
this 10th day of January, 2000.
LEUKOSITE, INC.
By: /s/ John Maraganore
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John Maraganore
President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
Signature Title Date
- ---------- ----- ----
/s/ John Maraganore Chairman of the Board and January 10, 2000
- ------------------------ President (Principal Executive
John Maraganore Officer)
/s/ Kevin P. Starr Director (Principal Financial and January 10, 2000
- ------------------------ Accounting Officer)
Kevin P. Starr
/s/ Mark J. Levin Director January 10, 2000
- ------------------------
Mark J. Levin