- Post-Effective Amendment to Registration Statement (POS AM)
October 14 2009 - 3:18PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on October 14, 2009
Registration No. 333-102122
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
Cell
Genesys, Inc.
(Exact Name of Registrant as Specified in Its
Charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
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94-3061375
(I.R.S. Employer
Identification Number)
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400 Oyster Point Boulevard, Suite 525
South San Francisco, California 94080
(650) 266-3000
(Address of Registrants
Principal Executive Office) (Zip Code)
Stephen M. Simes
Vice Chairman, President and Chief Executive Officer
BioSante Pharmaceuticals, Inc.
111 Barclay Boulevard
Lincolnshire, Illinois 60069
(847) 478-0500
(Name and Address, Including Zip
Code, and Telephone Number, Including Area Code, of Agent For Service)
Copies requested to:
Amy E. Culbert, Esq.
Oppenheimer Wolff & Donnelly LLP
45 South Seventh Street, Suite 3300
Minneapolis, Minnesota 55402-1509
(612) 607-7287
DEREGISTRATION
OF SECURITIES
On December 23,
2002, Cell Genesys, Inc., a Delaware corporation (Cell Genesys), filed with
the Securities and Exchange Commission a registration statement on Form S-3, as
amended (Registration No. 333-102122) (the Registration Statement),
registering the sale of any combination of common stock, par value $0.001 per
share, preferred stock, par value $0.001 per share, depositary shares, warrants
and debt securities of Cell Genesys, up to a total dollar amount of $150,000,000.
On October 14,
2009, Cell Genesys was merged with and into BioSante Pharmaceuticals, Inc., a
Delaware corporation (BioSante), with BioSante continuing as the surviving
company (the Merger). The Merger was effectuated pursuant to the terms of an
Agreement and Plan of Merger, dated as of June 29, 2009, by and between Cell
Genesys and BioSante.
As a result of the
Merger, the offering pursuant to the Registration Statement has been
terminated. In accordance with undertakings made by Cell Genesys in the
Registration Statement to remove from registration, by means of a
post-effective amendment, any of the securities which remain unsold at the
termination of the offering, Cell Genesys hereby removes from registration the
Cell Genesys common stock registered but unsold under the Registration
Statement.
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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 for 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 Lincolnshire, State of Illinois, on October 14,
2009.
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CELL
GENESYS, INC.
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By:
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/s/ Stephen M. Simes
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Stephen M. Simes
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Vice Chairman,
President and Chief Executive Officer (principal executive officer) of
BioSante Pharmaceuticals, Inc., as successor in interest to Cell
Genesys, Inc.
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By:
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/s/ Phillip B.
Donenberg
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Phillip B. Donenberg
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Chief Financial Officer,
Treasurer and Secretary
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(principal financial and
accounting officer) of BioSante Pharmaceuticals, Inc., as successor in
interest to Cell Genesys, Inc.
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Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 1 to the Registration Statement on Form S-3 has been
signed on October 14, 2009, by the following persons in the capacities
indicated.
Signature
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Title
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Date
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/s/ Stephen M. Simes
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Vice Chairman, President and Chief Executive Officer
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October 14, 2009
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Stephen M. Simes
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/s/ Phillip B. Donenberg
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Chief Financial Officer, Treasurer
and Secretary
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October 14, 2009
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Phillip B. Donenberg
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/s/ Louis W. Sullivan, M.D.
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Chairman of the Board
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October 14, 2009
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Louis W. Sullivan, M.D.
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/s/ Fred Holubow
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Director
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October 14, 2009
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Fred Holubow
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Director
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Peter Kjaer
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3
Signature
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Title
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Date
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/s/ Ross Mangano
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Director
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October 14, 2009
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Ross Mangano
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/s/ John T. Potts, Jr., M.D.
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Director
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October 14, 2009
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John T. Potts, Jr., M.D.
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/s/ Edward C. Rosenow, III, M.D.
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Director
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October 14, 2009
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Edward C. Rosenow, III, M.D.
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/s/ Stephen A. Sherwin, M.D.
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Director
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October 14, 2009
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Stephen A. Sherwin, M.D.
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