AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 7, 2001
REGISTRATION NO. 333-41151
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GALAGEN INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 41-1719104
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation)
301 CARLSON PARKWAY, SUITE 301
MINNETONKA, MINNESOTA 55305
(952) 258-5500
(Address and Telephone Number of Principal Executive Offices)
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HENRY J. CARDELLO
PRESIDENT AND CHIEF EXECUTIVE OFFICER
GALAGEN INC.
301 CARLSON PARKWAY, SUITE 301
MINNETONKA, MINNESOTA 55305
(952) 258-5500
(Name, Address, and Telephone Number of Agent for Service)
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COPY TO:
Kris Sharpe
Faegre & Benson LLP
2200 Wells Fargo Center
90 South Seventh Street
Minneapolis, Minnesota 55402-3901
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: Not Applicable.
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. /X/
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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 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. [ ]
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REMOVAL OF SECURITIES FROM REGISTRATION
We previously registered for resale, under a Registration Statement on
Form S-3, as amended (Registration No. 333-41151), 1,269,062 shares of our
common stock to be offered by the selling stockholders named in the Registration
Statement. By filing this Post-Effective Amendment No. 1 to the Registration
Statement, we hereby remove from registration all of the shares of common stock
that remain unsold under the Registration Statement as of the date hereof. The
Registration Statement is hereby amended, as appropriate, to reflect the removal
from registration of such shares.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned 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 be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Minnetonka, State of Minnesota, on
February 7, 2001.
GALAGEN INC.
By /s/ Henry J. Cardello
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Henry J. Cardello
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 has been signed by the following persons,
representing a majority of the Board of Directors, in the capacities indicated
on February 7, 2001.
TITLE
SIGNATURE
* Chairman of the Board of Directors and
- -------------------------------------------- Chief Technology Officer
Robert A. Hoerr, M.D., Ph.D.
/s/ Henry J. Cardello President, Chief Executive Officer (Principal
- -------------------------------------------- Executive Officer) and Director
Henry J. Cardello
/s/ Franklin L. Kuhar Vice President, Chief Financial Officer and Treasurer
- -------------------------------------------- (Principal Financial and Accounting Officer)
Franklin L. Kuhar
Director
- --------------------------------------------
Helmut B. Breuer
/s/ Austen S. Cargill II Director
- --------------------------------------------
Austen S. Cargill II, Ph.D.
* Director
- --------------------------------------------
Ronald O. Ostby
Director
- --------------------------------------------
Winston R. Wallin
*Robert A. Hoerr, M.D., Ph.D., by signing his name hereto, does hereby sign this
document on behalf of himself and each of the other above-named directors and
officers of the Registrant pursuant to powers of attorney duly executed by such
person.
/s/ Robert A. Hoerr
- -----------------------------------------------
Robert A. Hoerr, M.D., Ph.D.