POS AM 1 v039577_posam.htm
As filed with the Securities and Exchange Commission on April 4, 2006
Registration Statement No. 333-60132


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
______________
GLYCOGENESYS, INC.
(Exact Name of Registrant as Specified in its Charter)
 
 Nevada
 
 33-0231238
 (State or Other Jurisdiction
of Incorporation or Organization)
 
 (I.R.S. Employer
Identification No.)
______________
31 St. James Avenue
Boston, Massachusetts 02116
(617) 422-0674
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Office)
______________
Frederick E. Pierce, II
Interim Chief Executive Officer
GlycoGenesys, Inc.
31 St. James Avenue
Boston, Massachusetts 02116
(617) 422-0674
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
________________
 
Approximate date of commencement of proposed sale to the public: Not applicable.
If any of the securities being registered on the 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, 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 registration statement pursuant to General Instructions 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 SHARES
 
GlycoGenesys, Inc. (the “Company”) originally registered the sale of shares of the Company’s common stock by certain selling stockholders contained in a Registration Statement on Form S-3 (File No. 333-60132) (the “Registration Statement”). The shares of common stock were registered to permit resales of such shares by the selling stockholders named in the Registration Statement.

The Company is deregistering those shares that remain unsold under the Registration Statement as of the date hereof. As a result of this deregistration, no shares of common stock remain registered for resale pursuant to the Registration Statement.
 


SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the Registrant 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 Boston, Commonwealth of Massachusetts, on April 4, 2006.
 
     
  GLYCOGENESYS, INC.
 
 
 
 
 
 
  By:   /s/ Frederick E. Pierce, II
 
Frederick E. Pierce, II
 
Interim Chief Executive Officer and Vice President,
Business Development
 
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
 
Signature
 
Title
 
Date
         
/s/ Frederick E. Pierce, II
 
Interim Chief Executive Officer and Vice
 
April 4, 2006
Frederick E. Pierce, II
 
President, Business Development
(Principal Executive Officer)
   
         
/s/ John W. Burns
 
Senior Vice President, Chief Financial
 
April 4, 2006
John W. Burns 
 
Officer, Treasurer, Secretary, Interim
Chairman and Director
(Principal Financial Officer)
   
         
/s/ Patrick J. Joyce
 
Controller
 
April 4, 2006
Patrick J. Joyce 
 
(Principal Accounting Officer)
   
         
*
  Director  
April 4, 2006
Bradley J. Carver
       
         
*
 
Director
 
April 4, 2006
David W. Dube
       
         
*
 
Director
 
April 4, 2006
Theodore J. Host 
       
         
*
 
Director
 
April 4, 2006
Michael E. Hanson 
       
 
     
   
 
 
 
 
 
 
  *By:   /s/ John W. Burns
 
Attorney-in-Fact