As filed with the Securities and Exchange Commission on January 19, 2001
Registration Statement No. 33-80773
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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DIACRIN, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 22-3016912
(State or other jurisdiction (I.R.S. Employer
of incorporation organization) Identification No.)
CHARLESTOWN NAVY YARD
BUILDING 96, 13TH STREET
CHARLESTOWN, MASSACHUSETTS 02129
(617) 242-9100
(Address, including zip code, and
telephone number, including area code,
of registrant's principal
executive offices)
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THOMAS H. FRASER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
DIACRIN, INC.
CHARLESTOWN NAVY YARD
BUILDING 96, 13TH STREET
CHARLESTOWN, MASSACHUSETTS 02129
(617) 242-9100
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
Copy to:
Steven D. Singer, Esq.
HALE AND DORR LLP
60 State Street
Boston, Massachusetts 02109
(617) 526-6000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO 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. |__|
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 registrations 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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |__|
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Explanatory Note
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On December 22, 1995, we filed a registration statement on Form S-2
(File No. 33-80773) registering, among other securities, 2,875,000 shares of our
common stock, $.01 par value per share, issuable upon the exercise of warrants
that we issued pursuant to a Unit and Warrant Agreement dated February 12, 1996,
by and between Diacrin and American Stock Transfer and Trust Company. This
registration statement was originally declared effective on February 12, 1996.
On June 24, 1996, we filed post-effective amendment No. 1 to the
registration statement on Form S-2 (File No. 33-80773) for the purpose of, among
other things, converting it into a registration statement on Form S-3.
The warrants expired in accordance with their terms on December 31, 2000
and are no longer exercisable. Accordingly, this post-effective amendment No. 2
is being filed for the purpose of deregistering 2,872,005 shares of our common
stock that had been reserved for issuance upon the exercise of the warrants, but
were not issued.
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SIGNATURES
Pursuant to Rule 478 promulgated under the Securities Act of 1933, as
amended, the registrant has duly caused this post-effective amendment No. 2 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Boston, Commonwealth of Massachusetts on the 19th day of January, 2001.
DIACRIN, INC.
By: /s/ Thomas H. Fraser
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Thomas H. Fraser
President and CEO
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