Supergen Inc - Post-Effective Amendment to Registration Statement (POS AM)
August 06 2008 - 4:10PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on August 6,
2008
Registration No. 333-95177
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SUPERGEN, INC.
(Exact name of
Registrant as specified in its charter)
Delaware
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94-1841574
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(State or
other jurisdiction of
incorporation or organization)
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(I.R.S.
Employer
Identification Number)
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4140 Dublin Boulevard
Suite 200
Dublin, CA 94568
(925) 560-0100
(Address,
including zip code, and telephone number, including area code, of Registrants
principal executive offices)
James S.J. Manuso
Chief Executive Officer
SuperGen, Inc.
4140 Dublin Boulevard
Suite 200
Dublin, CA 94568
(925) 560-0100
(Name, address,
including zip code, and telephone number, including area code, of agent for
service)
Copy
to:
Page Mailliard, Esq.
Wilson Sonsini
Goodrich & Rosati
Professional
Corporation
650
Page Mill Road
Palo Alto,
CA 94304-1050
(650) 493-9300
Approximate date of
commencement of proposed sale to the public:
Not applicable
If the only securities being
registered on this Form are being offered pursuant to dividend or interest
reinvestment plans, please check the following box.
o
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.
o
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.
o
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.
o
If this Form is a
registration statement pursuant to General Instruction I.D. or a post-effective
amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following
box.
o
If this Form is a
post-effective amendment to a registration statement pursuant to General
Instruction I.D. filed to register additional securities or additional classes
of securities pursuant to Rule 413(b) under the Securities Act, check
the following box.
o
Indicate by check mark whether
the Registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. (Check one):
Large accelerated filer
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x
Accelerated
filer
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o
Non-accelerated
filer
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o
Smaller
reporting company
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(Do not check if a
smaller
reporting company)
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RECENT EVENTS: DEREGISTRATION
On January 21, 2000, SuperGen, Inc. (the Company)
filed a Registration Statement on Form S-3 (Registration No. 333-95177),
amended by Amendment No. 1 filed on March 16, 2000 (the Registration
Statement), pertaining to the registration of 136,130 shares of the Companys Common
Stock to be sold by certain stockholders of the Company. On March 16, 2000, the Securities and
Exchange Commission declared the Registration Statement effective.
The Registration Statement was filed in order to
register shares of the Companys Common Stock and/or shares of the Companys
Common Stock issuable upon exercise of warrants, acquired from the Company in
connection with private placement transactions pursuant to a Subscription
Agreement dated as of December 1, 1999 and two Research Agreements dated November 15,
1999.
Pursuant to the Companys
undertaking under Item 512(a)(3) of Regulation S-K in connection with the
Registration Statement, the Company agreed to remove from registration, by
means of a post-effective amendment, any of the shares registered which
remained unsold at the termination of the offering. The Company is requesting removal of any
unsold shares from registration because all shares held by the selling
stockholders listed in the Registration Statement (the Selling Stockholders)
would be eligible for sale pursuant to Rule 144 promulgated under the
Securities Act of 1933, as amended (Rule 144), and/or all of the
warrants covered by the Registration Statement have either been exercised in
full or expired unexercised, and any shares of Common Stock acquired pursuant
to the exercise of such warrants and held by the Selling Stockholders would be
eligible for sale pursuant to Rule 144.
Accordingly, the Company
hereby de-registers all remaining unsold shares of its Common Stock registered pursuant
to the Registration Statement and remaining unsold thereunder.
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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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dublin, State of California, on
August 6, 2008.
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SUPERGEN,
INC.
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By:
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/s/
JAMES S.J. MANUSO
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James
S.J. Manuso
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Chief
Executive Officer, President and Director
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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 and on the dates indicated.
Signature
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Title
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Date
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/S/
JAMES S.J. MANUSO
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Chief
Executive Officer, President and
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August 6, 2008
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(James S.J. Manuso)
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Director
(Principal Executive Officer)
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/s/ MICHAEL MOLKENTIN
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Chief
Financial Officer (Principal Financial
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August 6, 2008
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(Michael Molkentin)
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and
Accounting Officer)
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/s/ CHARLES J. CASAMENTO
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Director
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August 6, 2008
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(Charles J. Casamento)
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/s/ THOMAS V. GIRARDI
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Director
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August 6, 2008
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(Thomas V. Girardi)
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/s/ ALLAN R. GOLDBERG
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Director
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August 6, 2008
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(Allan R. Goldberg)
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/s/ WALTER J. LACK
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Director
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August 6, 2008
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(Walter J. Lack)
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/s/ MICHAEL D. YOUNG
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Director
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August 6, 2008
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(Michael D. Young)
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3
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