Registration No. 333-128797
As filed with the
Securities and Exchange Commission on July 18, 2008
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
StemCells, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
(State or Other Jurisdiction of Incorporation)
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94-3078125
(I.R.S. Employer Identification No.) |
3155 Porter Drive
Palo Alto, CA 94304
(650) 475-3100
(Address, including zip code, and telephone number, including area code of principal executive offices)
Kenneth B. Stratton, Esq.
General Counsel
StemCells, Inc.
3155 Porter Drive
Palo Alto, CA 94304
(650) 475-3100
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Please send copies of all communications to:
Geoffrey Davis, Esq.
Ropes & Gray LLP
One International Place
Boston, Massachusetts 02110
(617) 951-7000
Approximate date of commencement of proposed sale to the public Not Applicable
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, as amended (the Securities Act)
other than securities offered only in connection with dividend or interest reinvestment plans,
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, please check the following box and list the Securities Act 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,
check the following box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. o
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. o
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. o
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.
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Large accelerated filer o
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Accelerated filer þ |
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Non-accelerated filer o (Do not check if a smaller reporting company)
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Smaller reporting company o |
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment No. 1 ( Post-Effective Amendment No. 1) relates to the
Registration Statement on Form S-3 of the Registrant (File No. 333-128797) (the Registration
Statement) pertaining to the shelf registration of an indeterminate number of shares of the
Registrants common stock, $0.01 par value per share (Common Stock), up to a total dollar amount
of $100,000,000, which was filed with the Securities and Exchange Commission on October 3, 2005, as
amended by pre-effective Amendment No. 1 on November 3, 2005.
In accordance with the Registrants undertaking in Part II, Item 17(c)(3) of the Registration
Statement, this Post-Effective Amendment No. 1 hereby amends the Registration Statement to
deregister any shares of Common Stock registered pursuant to the Registration Statement and not
otherwise sold thereunder.
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. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Palo Alto, State of
California, on July 18, 2008.
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StemCells, Inc.
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By: |
/s/ Martin M. McGlynn
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Name: |
Martin M. McGlynn |
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Title: |
President and Chief Executive
Officer |
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No.
1 has been signed below by the following persons in the capacities indicated and on the dates
indicated.
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/s/
Martin M. McGlynn
Martin M. McGlynn
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President and Chief Executive
Officer and Director
(principal executive officer)
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July 18, 2008 |
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/s/ Rodney K.B. Young
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Chief Financial Officer
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July 18, 2008 |
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Rodney K.B. Young
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(principal financial officer) |
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/s/ George Koshy
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Chief Accounting Officer
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July 18, 2008 |
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George Koshy
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(principal accounting officer) |
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*
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Director
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July 18, 2008 |
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Eric H. Bjerkholt |
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Director
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July 18, 2008 |
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Ricardo B. Levy, Ph.D. |
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/s/ Desmond H. OConnell, Jr.
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Director
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July 18, 2008 |
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Desmond H. OConnell, Jr. |
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Director
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July 18, 2008 |
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Roger M. Perlmutter, M.D., Ph.D. |
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Director, Chairman of the Board
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July 18, 2008 |
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John J. Schwartz, Ph.D. |
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Director
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July 18, 2008 |
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Irving L. Weissman, M.D. |
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*By: |
/s/ Martin M. McGlynn
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Martin M. McGlynn
Attorney-in-fact |
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