As filed with the Securities and Exchange Commission on February 12, 2002
Registration Statement No. 333-37742
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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
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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COR THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 94-3060271
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
75 SIDNEY STREET
CAMBRIDGE, MASSACHUSETTS 02139
(617) 679-7000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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JOHN B. DOUGLAS III, ESQ.
PRESIDENT
COR THERAPEUTICS, INC.
75 SIDNEY STREET
CAMBRIDGE, MASSACHUSETTS 02139
(617) 679-7000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
David E. Redlick, Esq.
Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
Telephone: (617) 526-6000
Telecopy: (617) 526-5000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: N/A
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
DEREGISTRATION OF CONVERTIBLE SUBORDINATED NOTES AND COMMON STOCK
On May 24, 2000, COR Therapeutics, Inc. ("COR") filed a Registration
Statement on Form S-3, Registration No. 333-37742 (the "Registration
Statement"), as amended as of July 28, 2000 and August 18, 2000, for the resale
of $300,000,000 principal amount of COR's 5% Convertible Subordinated Notes due
March 1, 2007 (the "Notes") and such number of shares of Common Stock, $.0001
par value per share, of COR ("Common Stock") that may be issued from time to
time upon conversion of the Notes. 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 owned subsidiary of Millennium, and COR, PGM Corporation
merged with and into COR and COR became a wholly owned subsidiary of Millennium.
This Post-Effective Amendment No. 1 to the Registration Statement is being filed
to deregister all of the unsold Notes and shares of Common Stock formerly
registered for resale under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Post-Effective Amendment No. 1 to Form S-3
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on
February 12, 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, as amended,
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