Registration
No. 333-98095
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
(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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77-0401273
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(State
or Other Jurisdiction of
Incorporation
or Organization)
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(I.R.S.
Employer
Identification
Number)
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321
E. Evelyn Avenue, 3
rd
Floor
Mountain
View, CA 94041
(650)
314-3800
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(Address
and Zip Code of Principal Executive
Offices)
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James
Hopkins
President
Pharsight
Corporation
321
E. Evelyn Avenue, 3
rd
Floor
Mountain
View, CA 94041
(650)
314-3800
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(Name
and Address of Agent for Service)
(Telephone
Number, Including Area Code, of Agent for Service)
Copies
to
:
Martin
A. Wellington, Esq.
Davis
Polk & Wardwell
1600
El Camino Real
Menlo
Park, California 94025
(650)
752-2000
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Approximate date of commencement of
proposed sale to the public
: From time to time after this
Registration Statement becomes effective.
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 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.
Large
accelerated filer
o
Accelerated
filer
o
Non-accelerated
filer
o
(Do
not check if a smaller reporting
company) Smaller
reporting company
x
RECENT
EVENTS: DEREGISTRATION
The
Registration Statement on Form S-3 (Registration No. 333-98095) (the
“Registration Statement”) of Pharsight Corporation (“Pharsight”), pertaining to
the registration of certain shares of Pharsight’s common stock, par value $0.001
per share (“Pharsight Common Stock”), to which this Post-Effective Amendment
No. 1 relates, was filed with the Securities and Exchange Commission on
August 14, 2002, as amended on October 11, 2002 and October 30,
2002.
Pharsight,
Tripos (DE), Inc. (“Tripos”) and Pearson Merger Corporation, a wholly-owned
subsidiary of Tripos (“Merger Sub”), entered into an Agreement and Plan of
Merger dated as of September 8, 2008, pursuant to which, among other
things, Merger Sub would be merged with and into Pharsight, Pharsight would
survive as a wholly-owned subsidiary of Tripos and each outstanding share of
Pharsight Common Stock would be converted into the right to receive $5.50 in
cash, without interest (the “Merger”).
On
October 31, 2008, Pharsight effected the Merger pursuant to Section 251 of
the General Corporation Law of the State of Delaware. The Merger
became effective as specified in a Certificate of Merger filed with the
Secretary of State of the State of Delaware on October 31, 2008 (the “Merger
Date”).
As a
result of the Merger, Pharsight has terminated all offerings of Pharsight Common
Stock pursuant to its existing registration statements, including the
Registration Statement. In accordance with an undertaking made by
Pharsight in the Registration Statement to remove from registration, by means of
a post-effective amendment, any shares of Pharsight Common Stock which remain
unsold at the termination of the offering, Pharsight hereby removes from
registration all shares of Pharsight Common Stock registered under the
Registration Statement which remain unsold as of the Merger
Date.
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 the Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of St. Louis, state of
Missouri, on this 31
st
day of
October, 2008.
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PHARSIGHT
CORPORATION
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By:
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/s/
James Hopkins
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Name:
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James
Hopkins
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Title:
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President
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Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment
No. 1 to the Registration Statement on Form S-3 has been signed by the
following persons on October 31, 2008 in the capacities indicated.
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Signature
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Title
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/s/
James Hopkins
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President,
Director
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James
Hopkins
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(
Principal Executive
Officer
)
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/s/
John D. Yingling
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Vice
President and Chief Financial Officer, Director
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John
D. Yingling
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(
Principal Financial and
Accounting Officer
)
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/s/
James Munn
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Secretary,
Director
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James
Munn
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