-----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, KM39KbLX7cr2oexODTDp/Ak8xJ6zTrmTzvQIT2jeCbZ8jmIdV2liFo4UgfNbEoJZ 4utNWJjawHzQmkBKJN9xNg== 0001144204-08-062971.txt : 20081112 0001144204-08-062971.hdr.sgml : 20081111 20081112171708 ACCESSION NUMBER: 0001144204-08-062971 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081112 DATE AS OF CHANGE: 20081112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CELLEGY PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000887247 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 820429727 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-121836 FILM NUMBER: 081181802 BUSINESS ADDRESS: STREET 1: 2085?B? QUAKER POINT DRIVE CITY: QUAKERTOWN STATE: PA ZIP: 18951 BUSINESS PHONE: 215-529-6084 MAIL ADDRESS: STREET 1: 2085?B? QUAKER POINT DRIVE CITY: QUAKERTOWN STATE: PA ZIP: 18951 POS AM 1 v131429_posam.htm Unassociated Document
As filed with the Securities and Exchange Commission on November 12, 2008

 
Registration No. 333-121836
 
UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
POST-EFFECTIVE AMENDMENT NO. 1
on Form S-3
 
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
 
CELLEGY PHARMACEUTICALS, INC.
(Exact name of the Registrant as specified in its charter)

Delaware
(State or Other Jurisdiction of Incorporation or Organization)
 
2834
(Primary Standard Industrial Classification Code Number)
 
82-0429727
(I.R.S. Employer Identification No.)

128 Grandview Road, Boyertown, PA 19512
(Address and Telephone Number of Principal Executive Offices)
 
Richard C. Williams
128 Grandview Road, Boyertown, PA 19512
215-529-6084
(Name, Address and Telephone Number of Agent For Service)
 
Copy to:
 
C. Kevin Kelso, Esq.
Weintraub Genshlea Chediak Law Corporation
400 Capitol Mall, 11th Floor, Sacramento, CA 95814
(916) 558-6000

Approximate Date of Commencement of Proposed Sale to the Public: This post-effective amendment deregisters those securities that remain unsold hereunder as of the effective date hereof.

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, check the following box. ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ ____________________

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ ____________________

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ ____________________

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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check One):
 
Large accelerated filer ¨   Accelerated filer  ¨
     
Non-accelerated filer  ¨ (Do not check if a smaller reporting company)    Smaller reporting company x
 
 
EXPLANATORY NOTE

De-registration of Shares

This registration statement registered the sale from time to time of up to 2,780,473 shares of our common stock by the selling shareholders named therein. The offering has now been terminated. Accordingly, the registrant hereby deregisters all shares of the common stock originally covered by this registration statement but not sold pursuant to the prospectus included therein.
 
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SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 1 on Form S-3 to be signed on its behalf by the undersigned thereto duly authorized on this 12 day of November, 2008.
 
     
 
CELLEGY PHARMACEUTICALS, INC.
 
 		  
 		  
 
  By:   /s/ Richard C. Williams 
 
Richard C. Williams
Chairman and Interim Chief Executive Officer
   

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 on Form S-3 has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date
 
 
 
 
 
Principal Executive Officer:
 
 
 
 
 
 
 
 
 
/s/ Richard C. Williams 
 
Chairman and Interim Chief Executive Officer
 
November 12, 2008
Richard C. Williams
 
 
 
 

Principal Financial Officer
and Principal Accounting Officer:

/s/ Robert J.Caso
 
Vice President, Finance, Chief Financial Officer and Secretary
 
November 12, 2008
Robert J.Caso
 
 
 
 
 
 
 
 
 
Directors:
 
 
 
 
         
*
  
Director
 
November 12, 2008
John Q. Adams
 
 
 
 
 
 
 
 
 
*
 
Director
 
November 12, 2008
Tobi B. Klar, M.D.
 
 
 
 
 
 
 
 
 
*
 
Director
 
November 12, 2008
Robert B. Rothermel
 
 
 
 
 
 
 
 
 
*
 
Director
 
November 12, 2008
Thomas M. Steinberg
 
 
 
 
 
 
 
 
 
 
 
* By /s/ Robert J. Caso                                          
Robert J. Caso, Pursuant to
Power of Attorney
        
 
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