-----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, Gl2lzTJ6Da/y6M26MCMncYfXjrokFmqHP9UeLrWObucSNbm4L6Ud/FgEXoXXESJo Zy/oMToV4y3qbVtGfreu7A== 0000950129-04-005632.txt : 20040806 0000950129-04-005632.hdr.sgml : 20040806 20040806092504 ACCESSION NUMBER: 0000950129-04-005632 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040806 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: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-108107 FILM NUMBER: 04956281 BUSINESS ADDRESS: STREET 1: 6700 WEST LOOP SOUTH STREET 2: 4TH FLOOR CITY: BELLAIRE STATE: TX ZIP: 77401 BUSINESS PHONE: 7137968822 FORMER COMPANY: FORMER CONFORMED NAME: TEXAS BIOTECHNOLOGY CORP /DE/ DATE OF NAME CHANGE: 19930328 POS AM 1 h17419p1posam.htm ENCYSIVE PHARMACEUTICALS INC.- REG. NO. 333-108107 posam
Table of Contents

As filed with the Securities and Exchange Commission on August 6, 2004.

Registration No. 333-108107



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

ENCYSIVE PHARMACEUTICALS INC.

(Exact name of registrant as specified in its charter)
     
Delaware
(State or other jurisdiction
of incorporation or organization)
  13-3532643
(I.R.S. Employer
Identification Number)

6700 West Loop South, 4th Floor
Bellaire, Texas 77401
(713) 796-8822

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

     
Bruce D. Given, M.D.   With copies to:
Encysive Pharmaceuticals Inc.
6700 West Loop South, 4th Floor
Bellaire, Texas 77401
(713) 796-8822

(Name and address, including zip code, and telephone
number, including area code, of agent for service)
  Porter & Hedges, L.L.P.
700 Louisiana, 35th Floor
Houston, Texas 77002-2764
Attn: Robert G. Reedy
Telephone (713) 226-0674
Telecopy (713) 226-0274

     Approximate date of commencement of proposed sale to the public: Not applicable. Deregistration of unsold securities.

     If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

     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 a dividend or interest reinvestment plan, please check the following box. o

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering. o             

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering. o             

     If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o



 


TABLE OF CONTENTS

SIGNATURES


Table of Contents

Deregistration of Securities

     On August 20, 2003, Encysive Pharmaceuticals Inc. (the “Company”) filed a registration statement on Form S-3 (No. 333-108107) and on September 26, 2003, October 21, 2003 and November 14, 2003, the Company filed amendments thereto (as amended, the “Registration Statement”). The Registration Statement registered for sale up to $50,000,000 of the Company’s common stock, par value $.005 per share (the “Common Stock”). On December 18, 2003, the Company filed a prospectus supplement (the “Prospectus Supplement”) relating to the offering of securities pursuant to the Registration Statement. The Prospectus Supplement offered a total of 7,475,000 shares of Common Stock, including an over allotment of 975,000 shares of Common Stock, at an aggregate offering price of $48,587,500. This offering has been completed or terminated. Pursuant to the undertaking contained in the Registration Statement, the Company files this Post-Effective Amendment No. 4 to the Registration Statement to terminate the Registration Statement and deregister the remaining $1,412,500 available under the Registration Statement as of the date hereof.

 


Table of Contents

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-3 and has duly caused this Post-Effective Amendment No. 4 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellaire, State of Texas on August 6, 2004.
         
  ENCYSIVE PHARMACEUTICALS INC.
 
 
  By:   /s/ Bruce D. Given    
    Bruce D. Given, M.D.   
    President and Chief Executive Officer   
 

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the 6th day of August, 2004.

     
Signature
  Title
*

John M. Pietruski
  Chairman of the Board of Directors
/s/ Bruce D. Given

Bruce D. Given, M.D.
  Director, President and Chief Executive Officer
(Principal Executive Officer)
*

Richard A.F. Dixon, Ph.D.
  Director, Senior Vice President, Research and
Chief Scientific Officer
/s/ Stephen L. Mueller

Stephen L. Mueller
  Vice President, Finance and Administration,
Treasurer and Secretary
(Principal Financial and Accounting Officer)
*

Ron J. Anderson, M.D.
  Director
*

Frank C. Carlucci
  Director
*

Robert J. Cruikshank
  Director
*

Suzanne Oparil, M.D.
  Director

 


Table of Contents

     
     
*

James A. Thomson, Ph.D.
  Director
*

James T. Willerson, M.D.
  Director
*By: /s/ Stephen L. Mueller

Stephen L. Mueller
individually and as attorney-in-fact
   

 

-----END PRIVACY-ENHANCED MESSAGE-----