-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F+O4i3Jzrq/hS2yeMdQ6Ljp6jVep9WyAQZ83PW+VSTY4SaTkGILl31jfValc4wrD SwE3BpZpA1V0UjvPGzAR+A== 0000936392-08-000563.txt : 20080825 0000936392-08-000563.hdr.sgml : 20080825 20080825143051 ACCESSION NUMBER: 0000936392-08-000563 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080825 DATE AS OF CHANGE: 20080825 EFFECTIVENESS DATE: 20080825 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SGX PHARMACEUTICALS, INC. CENTRAL INDEX KEY: 0001125603 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 061523147 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-151201 FILM NUMBER: 081036498 BUSINESS ADDRESS: STREET 1: 10505 ROSELLE STREET CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-558-4850 MAIL ADDRESS: STREET 1: 10505 ROSELLE STREET CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: STRUCTURAL GENOMIX INC DATE OF NAME CHANGE: 20001002 S-8 POS 1 a43276sv8pos.htm FORM S-8 POS sv8pos
Registration No. 333-151201
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST–EFFECTIVE AMENDMENT NO. 1
TO
FORM S–8
REGISTRATION STATEMENT No. 333-151201
UNDER
THE SECURITIES ACT OF 1933
SGX PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
     
     
Delaware   06-1523147
(State or other jurisdiction   (I.R.S. employer
of incorporation or organization)   identification no.)
10505 Roselle Street
San Diego, California 92121
(858) 558-4850
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
2005 Equity Incentive Plan
2005 Employee Stock Purchase Plan
2005 Non-Employee Directors’ Stock Option Plan
(Full title of the plans)
Alan D. Palkowitz
President
SGX Pharmaceuticals, Inc.
10505 Roselle Street
San Diego, California 92121
(858) 558-4850
(Name, address, including zip code, and telephone number, including area code, of agent for service)
      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):
             
Large accelerated filer o    Accelerated filer o    Non-accelerated filer   o
(Do not check if a smaller reporting company)		   Smaller reporting company þ 
 
 

 

 

DEREGISTRATION OF SECURITIES
     SGX Pharmaceuticals, Inc. (the “Registrant”) is filing this Post-Effective Amendment No. 1 to its Registration Statement on Form S-8 to withdraw and remove from registration the unissued and unsold shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”), issuable by the Registrant pursuant to the 2005 Equity Incentive Plan, the 2005 Employee Stock Purchase Plan, and the 2005 Non-Employee Directors’ Stock Option Plan previously registered by the Registrant pursuant to a Registration Statement on Form S-8 filed with the Securities and Exchange Commission on May 27, 2008 (Registration No. 333-151201) (the “Registration Statement”).
     On August 20, 2008, the Registrant’s stockholders approved, at a special meeting of stockholders, an Agreement and Plan of Merger, dated as of July 8, 2008 (the “Merger Agreement”), among the Registrant, Eli Lilly and Comany, an Indiana corporation (“Lilly”), and REM Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Lilly (“Merger Sub”). Pursuant to the Merger Agreement, on August 20, 2008 (the “Effective Time”) Merger Sub was merged with and into the Registrant, with the Registrant continuing as the surviving corporation and as a wholly-owned subsidiary of Lilly (the “Merger”).
     At the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Merger (other than shares owned by Lilly, Merger Sub or their wholly-owned subsidiaries or shares with respect to which appraisal rights were properly exercised under Delaware law) was cancelled and converted into the right to receive $3.00 per share in cash, without interest and less any required withholding taxes.
     As a result of the Merger, the Registrant terminated all offerings of its securities pursuant to its existing registration statements, including the Registration Statement. In accordance with an undertaking made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any shares of its Common Stock which remain unsold at the termination of the offering, the Registrant hereby removes from registration all shares of Common Stock registered under the Registration Statement which remained unsold as of the Effective Time of the Merger.

 

 

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-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Indianapolis, State of Indiana, on this 25th day of August, 2008.
         
  SGX PHARMACEUTICALS, INC.
 		  
  By:   /s/ Alan D. Palkowitz   
    Name:   Alan D. Palkowitz   
    Title:   President   
 
     Pursuant to the requirements of Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has been signed by the following persons on August 25, 2008 in the capacities indicated.
         
Signature   Title   Date
 
        
/s/ Alan D. Palkowitz
 
Alan D. Palkowitz
   President and Director    August 25, 2008
 
        
/s/ Thomas W. Grein
 
Thomas W. Grein
   Treasurer and Director    August 25, 2008

 

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