- Post-Effective Amendment to an S-8 filing (S-8 POS)
October 14 2009 - 3:28PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on
October 14, 2009
Registration No. 333-29607
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
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)
The Somatix Corporation 1988 Stock Option Plan
(Full
title of the plan)
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 June 19, 1997, Cell Genesys, Inc., a
Delaware corporation (Cell Genesys), filed with the Securities and Exchange
Commission a registration statement on Form S-8 (Registration No. 333-29607)
(the Registration Statement) registering the sale of up to 2,933 shares of common
stock, par value $0.001 per share, of Cell Genesys pursuant to the The Somatix
Corporation 1988 Stock Option Plan.
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-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 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 (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-8 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/ Louis W. Sullivan, M.D.
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Director
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October 14, 2009
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Louis
W. Sullivan, M.D.
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Director
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Peter Kjaer
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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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4
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