As filed with the Securities and Exchange Commission on March 3, 2009
Registration No. 333-141791
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
NEOSE
TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware |
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13-3549286 |
(State or other jurisdiction |
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(IRS Employer |
of incorporation or organization) |
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Identification No.) |
102 Rock Road
Horsham, Pennsylvania 19044
(215) 315-9000
(Address, including zip code, and telephone
number including area code, of registrants principal
executive office)
A. Brian Davis
Neose Technologies, Inc.
102 Rock Road
Horsham, Pennsylvania 19044
(215) 315-9000
(Name, address, including zip code and
telephone number,
including area code, of agent for service)
Copies of all communications to:
Steven J. Abrams, Esq.
Pepper Hamilton LLP
3000 Two Logan Square
Eighteenth and Arch Streets
Philadelphia, Pennsylvania 19103
(215) 981-4000
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, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. x
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. 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 definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o |
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Accelerated filer o |
Non-accelerated filer o (Do not check if a smaller reporting company) |
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Smaller reporting company x |
EXPLANATORY NOTE
Pursuant to a Form S-3 registration statement (Registration No. 333-141791) (the Registration Statement) filed with the Securities and Exchange Commission on April 2, 2007, Neose Technologies, Inc. (Neose) registered 31,052,397 shares of common stock, par value $0.01 (the Shares) being offered by certain selling stockholders named in the Registration Statement.
On March 2, 2009, Neose filed a certificate of dissolution with the Delaware Secretary of State pursuant to its Plan of Complete Liquidation and Dissolution, which was approved by the Board of Directors and the stockholders of Neose (the Liquidation). The Company closed its stock transfer books and discontinued recording transfers of shares of its common stock at the close of business on March 2, 2009. In connection with the Liquidation, the Registration Statement is hereby withdrawn and all securities registered hereunder, which remain unsold as of the date hereof, are hereby removed from registration.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Neose Technologies, Inc. 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 to be signed on its behalf by the undersigned, thereunto duly authorized in Horsham, Pennsylvania, on the 3rd day of March, 2009.
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NEOSE TECHNOLOGIES, INC. |
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By: |
/s/ A. Brian Davis |
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A. Brian Davis |
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Senior Vice President and Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 3, 2009:
Signature |
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Title |
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/s/ A. Brian Davis |
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Senior Vice President and Chief Financial Officer |
A. Brian Davis |
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(principal executive officer, principal financial officer and principal accounting officer) |
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/s/ L. Patrick Gage |
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Chairman of the Board of Directors |
L. Patrick Gage |
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/s/ Brian H. Dovey |
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Director |
Brian H. Dovey |
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/s/ William F. Hamilton |
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Director |
William F. Hamilton |
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/s/ Douglas J. MacMaster, Jr. |
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Director |
Douglas J. MacMaster, Jr. |
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/s/ H. Stewart Parker |
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Director |
H. Stewart Parker |
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/s/ George J. Vergis, Ph.D. |
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Director |
George J. Vergis, Ph.D. |
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