VIAP VIA Pharmaceuticals Inc (CE)

As filed with the Securities and Exchange Commission on December 30, 2010.

Registration No. 333-158276

 

 

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

VIA PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware ( State or other jurisdiction of incorporation or organization )		33-0687976 ( I.R.S. Employer Identification No. )

750 Battery Street, Suite 330
San Francisco, CA 94111
(Address of principal executive offices)

VIA PHARMACEUTICALS, INC. 2007 INCENTIVE AWARD PLAN
(full title of the plan)

		Copy to :
Lawrence K. Cohen		Richard S. Meller, Esq.
President and Chief Executive Officer		Latham & Watkins LLP
VIA Pharmaceuticals, Inc.		Sears Tower, Suite 5800
750 Battery Street, Suite 330		233 South Wacker Drive
San Francisco, CA 94111		Chicago, Illinois 60606
(415) 283-2200		(312) 876-7700

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.

Large accelerated filer o		Accelerated filer o		Non-accelerated filer o		Smaller reporting company þ
				(do not check if a smaller reporting company)

 

 

DEREGISTRATION OF SECURITIES

VIA Pharmaceuticals, Inc. (the “Company”) is filing this Post-Effective Amendment No. 1 to Form S-8 Registration Statement to deregister all shares of the Company’s common stock, $0.001 par value per share (“Common Stock”), that remain unsold as of the date hereof under the Registration Statement on Form S-8 (File No. 333-158276) originally filed with the Securities and Exchange Commission on March 30, 2009 (the “Registration Statement”). The Registration Statement registered 500,000 shares of Common Stock for sale pursuant to the VIA Pharmaceuticals, Inc. 2007 Incentive Award Plan.

This offering has been terminated because the Company intends to deregister its Common Stock under the Securities Exchange Act of 1934, as amended. Consequently, the Company hereby terminates the effectiveness of the Registration Statement and removes from registration any and all securities of the Company that are registered but unsold under the Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act, 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of San Francisco, California, on December 30, 2010.

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Registration Statement has been signed by the following persons in their respective capacities with VIA Pharmaceuticals, Inc. and on the dates indicated.

Signatures		Titles		Date
/s/ Lawrence K. Cohen   Lawrence K. Cohen		Director, President and Chief Executive Officer		December 30, 2010
/s/ Douglass B. Given		Chairman of the Board of Directors		December 30, 2010
Douglass B. Given
/s/ Mark N.K. Bagnall		Director		December 30, 2010
Mark N.K. Bagnall
/s/ Fred B. Craves   Fred B. Craves		Director		December 30, 2010
/s/ David T. Howard   David T. Howard		Director		December 30, 2010
/s/ John R. Larson   John R. Larson		Director		December 30, 2010

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