As filed with the Securities and Exchange Commission on June 28, 2006
Registration No. 333-116996
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ARIAD PHARMACEUTICALS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 22-3106987
- ---------------------------- ---------------------------
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Identification Number.)
Organization)
26 Landsdowne Street
Cambridge, Massachusetts 02139
(617) 494-0400
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(Address of Principal Executive Offices, including
Zip Code and Telephone Number)
ARIAD Pharmaceuticals, Inc. 2001 Stock Plan, as amended
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(Full Title of the Plan)
Harvey J. Berger, M.D.
Chairman and Chief Executive Officer
ARIAD Pharmaceuticals, Inc.
26 Landsdowne Street
Cambridge, Massachusetts 02139-4234
(617) 494-0400
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(Name, Address, including Zip Code, and Telephone
Number, including Area Code,
of Agent for Service)
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EXPLANATORY NOTE
ARIAD Pharmaceuticals, Inc., a Delaware corporation (the "Company"),
registered, pursuant to a Registration Statement on Form S-8 (Registration
Number 333-116996) filed with the Securities and Exchange Commission (the "SEC")
on June 30, 2004 (the "Registration Statement"), the offer and sale of up to
3,000,000 shares of the Company's common stock, $0.001 par value (the "Common
Stock"), issuable under the Company's 2001 Stock Plan (the "2001 Plan"). On
April 28, 2006, the Company's Board of Directors approved the Company's 2006
Long-Term Incentive Plan (the "2006 Plan") which is intended to replace the 2001
Plan. The Company's stockholders approved the 2006 Plan on June 14, 2006. No
future awards will be made under the 2001 Plan.
Pursuant to the undertakings in Item 9 of the Registration Statement, the
Company is filing this Post-Effective Amendment No. 1 to the Registration
Statement to remove 201,546 shares of Common Stock (the "Deregistered Shares")
remaining under the 2001 Plan from registration under the Registration
Statement.
The Deregistered Shares will be carried over to and continue to be
registered under a new registration statement on Form S-8 that is being filed by
the Company contemporaneously with the filing of this Post-Effective Amendment
No. 1 to the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Cambridge,
State of Massachusetts, on this June 29, 2006.
ARIAD PHARMACEUTICALS, INC.
By: /s/ Harvey J. Berger, M.D.
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Name: Harvey J. Berger, M.D.
Title: Chairman, Chief Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated as of June 29, 2006.
Signature Title
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/s/ Harvey J. Berger
- -------------------------------- Chairman of the Board, Chief Executive Officer
Harvey J. Berger and President (Principal Executive Officer)
/s/ Sandford D. Smith
- -------------------------------- Vice Chairman of the Board of Directors
Sandford D. Smith
/s/ Edward M. Fitzgerald Senior Vice President, Finance and Corporate
- -------------------------------- Operations, Chief Financial Officer and
Edward M. Fitzgerald Treasurer (Principal Financial Officer and
Principal Accounting Officer)
/s/ Michael D. Kishbauch
- -------------------------------- Director
Michael D. Kishbauch
/s/ Jay R. LaMarche
- -------------------------------- Director
Jay R. LaMarche
/s/ Athanase Lavidas, Ph.D
- -------------------------------- Director
Athanase Lavidas, Ph.D
/s/ Peter J. Nelson
- -------------------------------- Director
Peter J. Nelson
/s/ Burton E. Sobel, M.D.
- -------------------------------- Director
Burton E. Sobel, M.D.
/s/ Mary C. Tanner
- -------------------------------- Director
Mary C. Tanner
/s/ Elizabeth H.S. Wyatt
- -------------------------------- Director
Elizabeth H.S. Wyatt