Immunicon Corp - Post-Effective Amendment to Registration Statement (POS AM)
28 March 2008 - 8:05AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 27, 2008
Registration No. 333-124714
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Post-Effective Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IMMUNICON CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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23-2269490
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(State or other jurisdiction
of incorporation)
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(I.R.S. Employer
Identification No.)
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3401 Masons Mill Road, Suite 100
Huntingdon Valley, Pennsylvania 19006
(215) 830-0777
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Teresa O. Lipcsey
Vice President and Corporate Controller
Immunicon Corporation
3401 Masons
Mill Road, Suite 100
Huntingdon Valley, Pennsylvania 19006
(215) 830-0777
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Please address a copy of
all communications to:
James W. McKenzie, Jr., Esq.
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103
(215) 963-5000
Approximate date of commencement of proposed sale to the public
: From time to time after the effective date of this
registration statement.
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 for the same offering. [ ]
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 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 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 registered additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities
Act, check the following box. [ ]
DEREGISTRATION OF SECURITIES
Immunicon Corporation (the Company) files this post-effective amendment to the registration statement on Form S-3 (File No. 333-124714)
to deregister securities which were registered under such registration statement but were not sold thereunder. The registration statement registered shares of common stock, shares of preferred stock, debt securities, warrants to purchase common
stock, warrants to purchase preferred stock, warrants to purchase debt securities, depositary shares, stock purchase contracts, and stock purchase units (collectively, the Securities), which Securities have an aggregate initial offering
price of $75,000,000. All remaining unsold Securities are hereby deregistered.
SIGNATURE
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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Huntingdon Valley, Commonwealth of Pennsylvania, on March 27, 2008.
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IMMUNICON CORPORATION
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By:
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/s/ Byron D. Hewett
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Name:
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Byron D. Hewett
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Title:
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President and Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective
Amendment No. 1 to Registration Statement has been signed by the following officers and directors in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Byron D. Hewett
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Byron D. Hewett
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Director, President and Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)
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March 27, 2008
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/s/ Teresa O. Lipcsey
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Teresa O. Lipcsey, CPA
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Vice President, Corporate Controller (Principal Financial Officer and Principal Accounting Officer)
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March 27, 2008
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/s/ J. William Freytag
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J. William Freytag, Ph.D.
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Director
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March 27, 2008
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/s/ Jonathan Cool
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Jonathan Cool
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Director
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March 27, 2008
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/s/ Brian J. Geiger
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Brian J. Geiger
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Director
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March 27, 2008
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/s/ Zola P. Horovitz
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Zola P. Horovitz, Ph.D.
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Director
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March 27, 2008
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/s/ Allen J. Lauer
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Allen J. Lauer
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Director
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March 27, 2008
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/s/ Elizabeth E. Tallett
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Elizabeth E. Tallett
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Director
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March 27, 2008
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