As filed with the Securities and Exchange Commission on April 29, 2008
Registration No. 333-146818
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
ARENA PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware |
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23-2908305 |
(State or Other Jurisdiction of Incorporation or Organization) |
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(I.R.S. Employer Identification No.) |
6166 Nancy Ridge
Drive
San Diego, California 92121
(858) 453-7200
(Address, Including Zip Code and
Telephone Number, Including
Area Code, of Registrants Principal Executive Offices)
Steven W.
Spector, Esq.
Senior Vice President, General Counsel and Secretary
6166 Nancy Ridge Drive
San Diego, California 92121
(858) 453-7200
(Name, Address, Including Zip
Code and Telephone Number, Including
Area Code, of Agent for Service)
Copies to:
Steven M.
Przesmicki, Esq.
Charles S. Kim, Esq.
Cooley
Godward Kronish LLP
4401 Eastgate Mall
San Diego, CA 92121
(858) 550-6000
Approximate date of commencement of proposed sale to the public:
This post-effective amendment deregisters those shares of common stock that remain unsold hereunder as of the date hereof.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
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. ¨
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 of 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 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. ¨
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. ¨
DEREGISTRATION OF SECURITIES
This post-effective amendment to the Registration Statement on Form S-3ASR (Registration No. 333-146818) (the Registration Statement) of Arena Pharmaceuticals Inc., a Delaware corporation (the Registrant), filed with the Securities and Exchange Commission on October 19, 2007, hereby amends the Registration Statement to deregister any securities registered pursuant to the Registration Statement and not otherwise sold thereunder.
In accordance with the Registrants undertaking in Part II, Item 17(3) of the Registration Statement, the Registrant is deregistering by means of this post-effective amendment any securities remaining unsold under the Registration Statement.
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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-3 and has duly caused this post-effective amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on April 28, 2008.
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ARENA PHARMACEUTICALS, INC. |
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By: |
/s/ JACK LIEF |
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Jack Lief, President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this post-effective amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signatures |
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Date |
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By: |
/s/ JACK LIEF |
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April 28, 2008 |
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Jack
Lief, President, Chief Executive Officer and Chairman |
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By: |
/s/ ROBERT E. HOFFMAN |
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April 28, 2008 |
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Robert
E. Hoffman, CPA, Vice President, Finance and Chief |
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By: |
/s/ DOMINIC P. BEHAN* |
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April 28, 2008 |
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Dominic P. Behan, Ph.D., Director |
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By: |
/s/ DONALD D. BELCHER* |
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April 28, 2008 |
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Donald D. Belcher, Director |
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By: |
/s/ SCOTT H. BICE* |
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April 28, 2008 |
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Scott H. Bice, J.D., Director |
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By: |
/s/ HARRY F. HIXSON, JR.* |
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April 28, 2008 |
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Harry F. Hixson, Jr., Ph.D., Director |
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By: |
/s/ J. CLAYBURN LA FORCE, JR.* |
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April 28, 2008 |
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J. Clayburn La Force, Jr., Ph.D., Director |
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By: |
/s/ TINA NOVA BENNETT* |
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April 28, 2008 |
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Tina Nova Bennett, Ph.D., Director |
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By: |
/s/ PHILLIP M. SCHNEIDER |
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April 28, 2008 |
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Phillip M. Schneider, Director |
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By: |
/s/ CHRISTINE A. WHITE* |
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April 28, 2008 |
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Christine A. White, M.D., Director |
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By: |
/s/ RANDALL E. WOODS |
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April 28, 2008 |
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Randall E. Woods, Director |
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* Pursuant to power of attorney
By: |
/s/ STEVEN W. SPECTOR |
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Steven W. Spector |
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Attorney-in-Fact |
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