-----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, D6TVJv5RIf7Qn7BYHD3cIeG+Q20mAAzkEKEOJ1kv+Z2bXZKp7MUp8aINv8dJJbBq 6Z3RBH+Y/OJcornNqSMUKw== 0000950123-08-016226.txt : 20081125 0000950123-08-016226.hdr.sgml : 20081125 20081125060107 ACCESSION NUMBER: 0000950123-08-016226 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081125 DATE AS OF CHANGE: 20081125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMCLONE SYSTEMS INC CENTRAL INDEX KEY: 0000765258 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 042834797 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-67335 FILM NUMBER: 081212024 BUSINESS ADDRESS: STREET 1: 180 VARICK STREET - 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 646-638-5078 MAIL ADDRESS: STREET 1: 180 VARICK STREET - 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 FORMER COMPANY: FORMER CONFORMED NAME: IMCLONE SYSTEMS INC/DE DATE OF NAME CHANGE: 19940211 POS AM 1 c47899dposam.htm POS AM POS AM
As filed with the Securities and Exchange Commission on November 25, 2008
Registration No. 333-67335
 
 
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
 
IMCLONE SYSTEMS INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
 
     
Delaware
(State or Other Jurisdiction of
Incorporation or Organization) 		  04-2834797
(I.R.S. Employer
Identification No.)
180 Varick Street
New York, NY 10014
Phone: (212) 645-1405
(Address, including zip code, and telephone number, including area code, of registrant’s principle executive offices)
 
Andrew K. W. Powell, Esq.
Senior Vice President and General Counsel
180 Varick Street
New York, NY 10014
(646) 638-5078
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
Approximate date of commencement of proposed sale to the public: Not applicable.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o
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. o
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. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) 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. o
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. o
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. o
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 þAccelerated filer o Non-accelerated filer o
(Do not check if a smaller reporting company)		Smaller reporting company o
 
 

 

 

RECENT EVENTS: DEREGISTRATION
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-3 (Registration No. 333-67335) (the “Registration Statement”) of ImClone Systems Incorporated, a Delaware corporation (“ImClone”).
On November 24, 2008, after completion of a tender offer (the “Offer”) by Alaska Acquisition Corporation (“Purchaser”), a wholly owned subsidiary of Eli Lilly and Company (“Parent”), for all of the issued and outstanding shares of common stock, par value $0.001 per share, and the associated preferred stock purchase rights of ImClone, Purchaser merged with and into ImClone (the “Merger”). Pursuant to the Merger, each outstanding share of ImClone’s common stock not tendered in the Offer (other than the shares of ImClone’s common stock owned by ImClone, Purchaser or Parent or their respective subsidiaries) was converted into the right to receive $70.00 per share in cash. The Merger became effective upon the filing of a Certificate of Ownership and Merger with the Secretary of State of the State of Delaware on November 24, 2008.
In connection with the Merger, ImClone hereby removes from registration all of its securities registered pursuant to the Registration Statement that remain unsold.

 

 

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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 25th day of November, 2008.
         
  IMCLONE SYSTEMS INCORPORATED
 		  
  By:   /s/ ANDREW K.W. POWELL    
    Name:   Andrew K.W. Powell   
    Title:   Senior Vice President and
General Counsel 		  
 
DATE: November 25, 2008

 

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