AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 13, 2003
Registration No. 033-51639
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UNITED STATES
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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BIOGEN, INC.
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-3002117
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
14 CAMBRIDGE CENTER
CAMBRIDGE, MASSACHUSETTS 02142
(617) 679-2000
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
THOMAS J. BUCKNUM, ESQ.
EXECUTIVE VICE PRESIDENT & GENERAL COUNSEL
BIOGEN, INC.
14 CAMBRIDGE CENTER
CAMBRIDGE, MASSACHUSETTS 02142
(617) 679-2000
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
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Approximate date of commencement of proposed sale to the public: As
soon as practicable 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. [X]
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. [ ]
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DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration
Statement on Form S-3 (File No. 033-51639) (the "Registration Statement") of
the Registrant pertaining to 1,800,000 shares of the Registrant's common stock,
par value $0.01 per share ("Common Stock"), which was filed with the Securities
and Exchange Commission on December 20, 1999. On June 20, 2003, the Registrant,
IDEC Pharmaceuticals Corporation ("IDEC") and Bridges Merger Corporation
("Merger Sub"), a wholly-owned subsidiary of IDEC, entered into an Agreement and
Plan of Merger pursuant to which Merger Sub merged with and into the Registrant,
with the Registrant surviving as a wholly-owned subsidiary of IDEC (the
"Merger"). The Merger became effective on November 12, 2003 by Articles of
Merger filed with the Secretary of State of the Commonwealth of Massachusetts.
As a result of the Merger, the offering pursuant to the Registration
Statement has been terminated. In accordance with an undertaking made by the
Registrant in the Registration Statement to remove from registration, by means
of a post-effective amendment, any of the securities which remain unsold at the
termination of the offering, the Registrant hereby removes from registration the
securities of the Registrant registered but unsold under the Registration
Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cambridge, Commonwealth of
Massachusetts, on November 13, 2003.
Biogen, Inc.
By: /s/ Peter N. Kellogg
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Name: Peter N. Kellogg
Title: Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 has been signed by the following persons, in the
capacities indicated, as of November 13, 2003.
Signature Title
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/s/ James C. Mullen President and Director (Principal Executive Officer)
- ----------------------------------------
James C. Mullen
/s/ Peter N. Kellogg Chief Financial Officer and Director (Principal Financial and
- ---------------------------------------- Accounting Officer)
Peter N. Kellogg
Director
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William H. Rastetter, Ph.D.
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