As filed with the Securities and Exchange Commission on February 12, 2002
Registration No. 333-66304
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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
COR THERAPEUTICS, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 94-3060271
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
75 SIDNEY STREET
CAMBRIDGE, MASSACHUSETTS 02139
(617) 679-7000
(Address, including zip code, and telephone
number, including area code, of principal executive offices)
1991 EQUITY INCENTIVE PLAN
1991 EMPLOYEE STOCK PURCHASE PLAN
1994 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
1998 NON-OFFICER EQUITY INCENTIVE PLAN
(Full Title of the Plans)
JOHN B. DOUGLAS III, ESQ.
PRESIDENT
COR THERAPEUTICS, INC.
75 SIDNEY STREET
CAMBRIDGE, MASSACHUSETTS 02139
(Name and Address of Agent For Service)
(617) 679-7000
(Telephone Number, Including Area Code, of Agent For Service)
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Copy to:
David E. Redlick, Esq.
Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
Telephone: (617) 526-6000
Telecopy: (617) 526-5000
DEREGISTRATION OF COMMON STOCK
On July 31, 2001, COR Therapeutics, Inc. ("COR") filed a
Registration Statement on Form S-8, Registration No. 333-66304 (the
"Registration Statement"), for the sale of 2,250,000 shares of COR Common
Stock, $.0001 par value per share (the "Common Stock"), under the COR
Therapeutics, Inc. 1991 Equity Incentive Plan, the COR Therapeutics, Inc.
1991 Employee Stock Purchase Plan, the COR Therapeutics, Inc. 1994
Non-Employee Directors' Stock Option Plan and the COR Therapeutics, Inc. 1998
Non-Officer Equity Incentive Plan (collectively, the "Plans"). On February
12, 2002, pursuant to the terms of an Agreement and Plan of Merger, dated as
of December 5, 2001 (the "Merger Agreement"), by and among Millennium
Pharmaceuticals, Inc. ("Millennium"), PGM Corporation, a wholly owed
subsidiary of Millennium, and COR, PGM Corporation merged with and into COR
and COR became a wholly owned subsidiary of Millennium. Pursuant to the
Merger Agreement, , except for the COR Therapeutics, Inc. 1991 Employee Stock
Purchase Plan, Millennium assumed each of the Plans and the obligations of
COR under each of the Plans. The COR Therapeutics, Inc. 1991 Employee Stock
Purchase Plan was terminated. This Post-Effective Amendment No. 1 to the
Registration Statement is being filed to deregister all of the unsold shares
of Common Stock formerly issuable under the COR Therapeutics, Inc. 1991
Equity Incentive Plan, constituting 1,000,000 shares, the COR Therapeutics,
Inc. 1991 Employee Stock Purchase Plan, constituting 450,000 shares, the COR
Therapeutics, Inc. 1994 Non-Employee Directors' Stock Option Plan,
constituting 300,000 shares, and the COR Therapeutics, Inc. 1998 Non-Officer
Equity Incentive Plan, constituting 500,000 shares.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Post-Effective Amendment No. 1 to Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Cambridge, Commonwealth of Massachusetts, on this 12th day of February, 2002.
COR THERAPEUTICS, INC.
By: /S/ JOHN B. DOUGLAS III
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John B. Douglas III
President and Director
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/S/ JOHN B. DOUGLAS III President and Director February 12, 2002
- ------------------------ (Principal Executive Officer)
John B. Douglas III
/S/ KEVIN P. STARR Treasurer and Director (Principal February 12, 2002
- ----------------------- Financial and Accounting Officer)
Kevin P. Starr
/S/ MARK J. LEVIN Director February 12, 2002
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Mark J. Levin