-----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, WEf0yfz1LW0oVf8/niucS0Kkw4xwUgCSAhbQaj9pst+xZIDJaM5OTLVmwqqVdVGm nSBXNlyCkp3MOxHnnVEIUA== 0000892569-01-501163.txt : 20020411 0000892569-01-501163.hdr.sgml : 20020411 ACCESSION NUMBER: 0000892569-01-501163 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20011123 EFFECTIVENESS DATE: 20011123 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AXYS PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000913056 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 222969941 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-44669 FILM NUMBER: 1798414 BUSINESS ADDRESS: STREET 1: 180 KIMBALL WAY CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 6508291000 MAIL ADDRESS: STREET 1: 180 KIMBALL WAY CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 FORMER COMPANY: FORMER CONFORMED NAME: ARRIS PHARMACEUTICAL CORP/DE/ DATE OF NAME CHANGE: 19931005 FORMER COMPANY: FORMER CONFORMED NAME: AXYS PHARMECUETICALS INC DATE OF NAME CHANGE: 19980109 S-8 POS 1 a77435s-8pos.txt POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 23, 2001 REGISTRATION NO. 333-44669 ================================================================================ 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 -------------------------- AXYS PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 22-2969941 (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 180 KIMBALL WAY SOUTH SAN FRANCISCO, CALIFORNIA 94080 (650) 829-1000 (Address, including zip code and telephone number, including area code, of principal executive offices) EMPLOYEE STOCK PURCHASE PLAN 1994 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN (Full title of the plan) WILLIAM J. NEWELL, ESQ. SENIOR VICE PRESIDENT AND SECRETARY AXYS PHARMACEUTICALS, INC. 180 KIMBALL WAY SOUTH SAN FRANCISCO, CALIFORNIA 94080 (650) 829-1000 -------------------------- Copy to: RICHARD CAPELOUTO, ESQ. SIMPSON THACHER & BARTLETT 3330 HILLVIEW AVENUE PALO ALTO, CALIFORNIA 94304 (650) 251-5000 ================================================================================ DEREGISTRATION OF SHARES This Post-Effective Amendment No. 1 to the Registrant's Registration Statement No. 333-44669 on Form S-8 filed on January 22, 1998 (the "Registration Statement") is filed to deregister shares of the Registrant's common stock previously registered that remain available for issuance under the Employee Stock Purchase Plan and the 1994 Non-Employee Directors' Stock Option Plan as of the date hereof. Under an Agreement and Plan of Merger, dated as of June 12, 2001, among the Registrant, Applera Corporation ("Applera") and Angel Acquisition Sub, Inc., a wholly owned subsidiary of Applera, Angel Acquisition Sub, Inc. was merged with and into the Registrant, with the Registrant continuing as the surviving corporation in the merger and becoming a wholly owned subsidiary of Applera, as of November 16, 2001. Pursuant to the merger agreement, the Registrant terminated its Employee Stock Purchase Plan effective November 16, 2001 and all outstanding options under the 1994 Non-Employee Directors' Stock Option Plan were terminated. Accordingly, pursuant to this Post-Effective Amendment No. 1 to the Registration Statement, the Registrant hereby deregisters all shares that remain available for issuance under the Employee Stock Purchase Plan and the 1994 Non-Employee Directors' Stock Option Plan as of the date hereof. 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 Norwalk, State of Connecticut, on November 21, 2001. AXYS PHARMACEUTICALS, INC. By: /s/ Thomas P. Livingston ------------------------------- Name: Thomas P. Livingston Title: Assistant Secretary POWER OF ATTORNEY We, the undersigned directors and officers of the registrant, do hereby constitute and appoint Thomas P. Livingston, our true and lawful attorney and agent, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney and agent, may deem necessary or advisable to enable said corporation to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto and we do hereby ratify and confirm all that said attorney and agent, shall do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE /s/ Paul J. Hastings President and Chief Executive November 21, 2001 - ------------------------------ Officer (principal executive Paul J. Hastings officer) /s/ David E. Riggs Senior Vice President and November 21, 2001 - ------------------------------ Chief Financial Officer David E. Riggs (principal financial officer and principal accounting officer) /s/ William B. Sawch Director November 21, 2001 - ------------------------------ William B. Sawch /s/ Dennis L. Winger Director November 21, 2001 - ------------------------------ Dennis L. Winger
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