-----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, Wd3EGVgxTT5qqrkOvdWF74PlQxmTThZn1o5TT81RnG8+nJPk8zSfhyW0kuspX+6t vKCi+S6x4eardg6619rbLg== 0000950123-08-006912.txt : 20080616 0000950123-08-006912.hdr.sgml : 20080616 20080616114953 ACCESSION NUMBER: 0000950123-08-006912 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080616 DATE AS OF CHANGE: 20080616 EFFECTIVENESS DATE: 20080616 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENCYSIVE PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000887023 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 133532643 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-27425 FILM NUMBER: 08899815 BUSINESS ADDRESS: STREET 1: 4848 LOOP CENTRAL DRIVE STREET 2: SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77081 BUSINESS PHONE: 7137968822 MAIL ADDRESS: STREET 1: 4848 LOOP CENTRAL DRIVE STREET 2: SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77081 FORMER COMPANY: FORMER CONFORMED NAME: TEXAS BIOTECHNOLOGY CORP /DE/ DATE OF NAME CHANGE: 19930328 S-8 POS 1 y60257qsv8pos.htm S-8 POS S-8 POS
As filed with the Securities and Exchange Commission on June 16, 2008
Registration No. 333-27425
 
 
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
ENCYSIVE PHARMACEUTICALS INC.
(Exact name of registrant as specified in its charter)
     
Delaware   13-3532643
(State or other jurisdiction   (I.R.S. employer
of incorporation or organization)   identification no.)
4848 Loop Central Drive, Suite 700
Houston, TX 77081
(713) 796-8822
(Address, including Zip Code, Telephone Number,
including Area Code, of Registrant’s Principal Executive Offices)
ENCYSIVE PHARMACEUTICALS INC.
AMENDED AND RESTATED 1995
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
Paul S. Manierre
Vice President
4848 Loop Central Drive, Suite 700
Houston, TX 77081
(713) 796-8822
(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 o        Accelerated filer þ        Non-accelerated filer o        Smaller reporting company o
        (Do not check if a smaller reporting company)    
 
 

 

 

DEREGISTRATION OF SECURITIES
     This Post-Effective Amendment No. 1 (“Post-Effective Amendment”), filed by Encysive Pharmaceuticals Inc., a Delaware corporation (the “Company”), removes from registration all shares of Encysive common stock, par value $0.005 per share (including the preferred stock purchase rights, “Common Stock”), registered under the Registration Statement on Form S-8 (Registration Number 333-27425) filed by the Company on May 19, 1997 (the “Registration Statement”) with the Securities and Exchange Commission, pertaining to the registration of 100,000 shares of Common Stock, relating to the Encysive Pharmaceuticals Inc. Amended and Restated 1995 Non-Employee Director Stock Option Plan.
     On February 20, 2008, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Pfizer Inc., a Delaware corporation (“Pfizer”), and Explorer Acquisition Corp., a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Pfizer, providing for, among other things, the merger of Purchaser with and into the Company (the “Merger”), with the Company continuing as the surviving corporation, wholly-owned by Pfizer. The Merger became effective on June 10, 2008 (the “Effective Time”), pursuant to a Certificate of Merger filed with the Secretary of State of the State of Delaware.
     At the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Merger (other than shares owned by Pfizer, the Company or their wholly-owned subsidiaries or shares with respect to which appraisal rights were properly exercised under Delaware law) were cancelled and converted into the right to receive $2.35 per share in cash, without interest and less any required withholding taxes.
     As a result of the Merger, the Company has terminated all offerings of its Common Stock pursuant to its existing registration statements, including the Registration Statement. The Company hereby removes from registration all shares of Common Stock registered under the Registration Statement that remain unsold as of the date of this Post-Effective Amendment.

 

 

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 Houston, State of Texas, on this 16th day of June, 2008.
         
  ENCYSIVE PHARMACEUTICALS INC.
 		  
  By:   /s/ Paul Manierre  
    Name:   Paul Manierre   
    Title:   Vice President   
 
     Pursuant to the requirements of Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has been signed by the following persons on June 16, 2008 in the capacities indicated.
     
Signature   Title
 
    
 
  President (Principal Executive Officer)
/s/ Douglas E. Giordano
 
Douglas E. Giordano
   
 
 
   Treasurer (Principal Financial Officer and 
/s/ Kathleen R. O’Connell
 
Kathleen R. O’Connell
  Principal Accounting Officer)
 
    
 
  Director
/s/ Lawrence Miller
 
Lawrence Miller
   
 
    
 
  Director
/s/ David Reid
 
David Reid
   

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