Post-effective Amendment to Registration Statement (pos Am)
27 Agosto 2015 - 10:53PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on August 27, 2015
Registration No. 333-197464
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
RECEPTOS, INC.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware |
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26-4190792 |
(State or Other Jurisdiction of
Incorporation or Organization) |
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(I.R.S. Employer
Identification Number) |
3033 Science Park Road, Suite 300
San Diego, California 92121
(858) 652-5700
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
Robert J. Hugin
Chairman and Chief Executive Officer
Celgene Corporation
86
Morris Avenue
Summit, New Jersey 07901
(908) 673-9000
(Name,
Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Robert A. Cantone, Esq.
Daniel I. Ganitsky, Esq.
Ori Solomon, Esq.
Proskauer Rose LLP
Eleven Times Square
New
York, New York 10036
(212) 969-3000
Approximate date of
commencement of proposed sale to the public: Not applicable. This post-effective amendment deregisters all of the securities that were unsold under the registration statement as of the date hereof.
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 effective registration statement for the same offering. ¨
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. ¨
If this form is a post-effective amendment to a registration statement filed 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. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer |
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x |
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Accelerated filer |
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¨ |
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Non-accelerated filer |
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¨ (Do not check if a smaller reporting company) |
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Smaller reporting company |
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DEREGISTRATION OF SHARES
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-3ASR, which was filed on July 16, 2014 (File
No. 333-197464) (the Registration Statement) of Receptos, Inc., a Delaware corporation (the Company), is being filed to deregister all shares of common stock of the Company that had been registered and remain unsold
under such Registration Statement.
On July 14, 2015, the Company entered into an Agreement and Plan of Merger (the Merger
Agreement) with Celgene Corporation, a Delaware corporation (Parent), and Strix Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (Acquisition Sub), providing for, among other things, the
merger of Acquisition Sub with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the Merger). The Merger became effective on August 27, 2015 pursuant to the Certificate of Merger filed with the
Secretary of State of the State of Delaware.
As a result of the Merger, the Company has terminated all offerings of its securities
pursuant to its existing registration statements, including the Registration Statement. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any
securities that remain unsold at the termination of the offering, the Company hereby amends the Registration Statement by removing from registration all shares of common stock of the Company registered under the Registration Statement that remain
unsold.
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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 of filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of
Summit, State of New Jersey, on August 27, 2015.
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RECEPTOS, INC. |
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By: |
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/s/ Peter N. Kellogg |
Name: |
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Peter N. Kellogg |
Title: |
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Chief Financial Officer |
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Grafico Azioni RECEPTOS, INC. (NASDAQ:RCPT)
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