- Post-Effective Amendment to an S-8 filing (S-8 POS)
October 31 2008 - 4:09PM
Edgar (US Regulatory)
Registration
No. 333-145399
UNITED
STATES
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
____________________________
PHARSIGHT
CORPORATION
(Exact
Name of Registrant as Specified in Its Charter)
____________________________
Delaware
|
|
77-0401273
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(State
or Other Jurisdiction of
Incorporation
or Organization)
|
|
(I.R.S.
Employer
Identification
Number)
|
|
321
E. Evelyn Avenue, 3
rd
Floor
Mountain
View, CA 94041
(650)
314-3800
|
|
|
(Address
and Zip Code of Principal Executive
Offices)
|
Amended
and Restated 2000 Equity Incentive Plan
|
(Full
Title of the Plan)
|
|
James
Hopkins
President
Pharsight
Corporation
321
E. Evelyn Avenue, 3
rd
Floor
Mountain
View, CA 94041
(650)
314-3800
|
|
(Name
and Address of Agent for Service)
(Telephone
Number, Including Area Code, of Agent for Service)
Copies
to
:
Martin
A. Wellington, Esq.
Davis
Polk & Wardwell
1600
El Camino Real
Menlo
Park, California 94025
(650)
752-2000
|
RECENT
EVENTS: DEREGISTRATION
The
Registration Statement on Form S-8 (Registration No. 333-
145399
) (the “Registration
Statement”) of Pharsight Corporation (“Pharsight”), pertaining to the
registration of certain shares of Pharsight’s common stock, par value $0.001 per
share (“Pharsight Common Stock”), issuable to eligible employees of Pharsight
under the Amended and Restated 2000 Equity Incentive Plan, to which this
Post-Effective Amendment No. 1 relates, was filed with the Securities and
Exchange Commission on August 13, 2007.
Pharsight,
Tripos (DE), Inc. (“Tripos”) and Pearson Merger Corporation, a wholly-owned
subsidiary of Tripos (“Merger Sub”), entered into an Agreement and Plan of
Merger dated as of September 8, 2008, pursuant to which, among other
things, Merger Sub would be merged with and into Pharsight, Pharsight would
survive as a wholly-owned subsidiary of Tripos and each outstanding share of
Pharsight Common Stock would be converted into the right to receive $5.50 in
cash, without interest (the “Merger”).
On
October 31, 2008, Pharsight effected the Merger pursuant to Section 251 of
the General Corporation Law of the State of Delaware. The Merger
became effective as specified in a Certificate of Merger filed with the
Secretary of State of the State of Delaware on October 31, 2008 (the “Merger
Date”).
As a
result of the Merger, Pharsight has terminated all offerings of Pharsight Common
Stock pursuant to its existing registration statements, including the
Registration Statement. In accordance with an undertaking made by
Pharsight in the Registration Statement to remove from registration, by means of
a post-effective amendment, any shares of Pharsight Common Stock which remain
unsold at the termination of the offering, Pharsight hereby removes from
registration all shares of Pharsight Common Stock registered under the
Registration Statement which remain unsold as of the Merger
Date.
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-8 and has duly caused this Post-Effective Amendment No. 1
to the Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of St. Louis, state of
Missouri, on this 31
st
day of
October, 2008.
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PHARSIGHT
CORPORATION
|
|
|
|
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By:
|
/s/
James Hopkins
|
|
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Name:
|
James
Hopkins
|
|
|
|
Title:
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President
|
|
Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment
No. 1 to the Registration Statement on Form S-8 has been signed by the
following persons on October 31, 2008 in the capacities indicated.
Signature
|
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Title
|
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/s/
James Hopkins
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|
President,
Director
|
James
Hopkins
|
|
(
Principal Executive
Officer
)
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|
|
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/s/
John D. Yingling
|
|
Vice
President and Chief Financial Officer, Director
|
John
D. Yingling
|
|
(
Principal Financial and
Accounting Officer
)
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|
|
|
/s/
James Munn
|
|
Secretary,
Director
|
James
Munn
|
|
|
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