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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 10, 2001
REGISTRATION NO. 333-56621
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ASCENT PEDIATRICS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other Jurisdiction of Incorporation or Organization)
043047405
(I.R.S. Employer Identification Number)
187 Ballardvale Street, Suite B125
Wilmington, MA 01887
(978) 658-2500
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Dr. Emmett Clemente
President and Chairman
187 Ballardvale Street, Suite B125
Wilmington, MA 01887
(978) 658-2500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With a copy to:
Stuart M. Falber, Esq.
Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
(617) 526-6000
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Approximate date of commencement of proposed sale to the 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 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 SECURITIES
On June 11, 1998, Ascent Pediatrics, Inc. (the "Company") filed a
Registration Statement on Form S-3, File No. 333-56621 (the "Registration
Statement"), for the resale of an aggregate of 779,628 shares of common stock,
par value $.00004 per share, of the Company, each such share of common stock now
represented by a depositary share and represented by a depositary receipt,
pursuant to a Securities Purchase Agreement, dated as of January 31, 1997, as
amended, by and among the Company, Triumph-Connecticut Limited Partnership and
the other purchasers identified therein. Pursuant to the Company's undertaking
contained in the Registration Statement, this Post-Effective Amendment No. 1 to
the Registration Statement is being filed to deregister all of the unsold
securities formerly registered for resale under the Registration Statement.
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SIGNATURE
Pursuant to Rule 478 promulgated under the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing this Post-Effective Amendment No. 1 on Form S-3
and has duly caused this Post-Effective Amendment No. 1 on Form S-3 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the Town of
Wilmington, in the Commonwealth of Massachusetts, as of this 10th day of August,
2001.
Ascent Pediatrics, Inc.
(Registrant)
By: /s/ Dr. Emmett Clemente
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Dr. Emmett Clemente
President and Chairman of the Board
(Principal Executive Officer)