-----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, Jsvhv145AhxYk432xEcOreTeWvV9DVab7hhktmiyVpze4LHp2bBKc+bcIxkfj+VT ko+Qx4aqmkRXGN6aEDIBpg== 0000950123-08-016229.txt : 20081125 0000950123-08-016229.hdr.sgml : 20081125 20081125060211 ACCESSION NUMBER: 0000950123-08-016229 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081125 DATE AS OF CHANGE: 20081125 EFFECTIVENESS DATE: 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: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-38620 FILM NUMBER: 081212032 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 S-8 POS 1 c47900asv8pos.htm FORM S-8 POS FORM S-8 POS
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As filed with the Securities and Exchange Commission on November 25, 2008
Registration No. 333-38620
 
 
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
 
IMCLONE SYSTEMS INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
 
     
Delaware   04-2834797
(State or Other Jurisdiction of   (I.R.S. Employer
Incorporation or Organization)   Identification No.)
180 Varick Street
New York, NY 10014
Phone: (212) 645-1405
(Address, including zip code, and telephone number, including area code, of principle executive offices)
 
ImClone Systems Incorporated 1996 Incentive Stock Option Plan, As Amended
ImClone Systems Incorporated 1996 Non-Qualified Stock Plan, As Amended
Option to Purchase 1,000,000 Shares of Common Stock
Option to Purchase 650,000 Shares of Common Stock
(Full title of the plan)
 
Andrew K. W. Powell, Esq.
Senior Vice President and General Counsel
180 Varick Street
New York, NY 10014
(646) 638-5078
(Name, address 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 þAccelerated filer o 
Non-accelerated filer o
(Do not check if a smaller reporting company)		Smaller reporting company o
 
 

 

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SIGNATURES

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RECENT EVENTS: DEREGISTRATION
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (Registration No. 333-38620) (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.

 

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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 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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