AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 30, 2010
REGISTRATION STATEMENT NO. 333-122334
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
Adherex Technologies Inc.
(Exact name of issuer as specified in its charter)
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Canada
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20-0442384
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification Number)
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501 Eastowne Drive, Suite 140, Chapel Hill, North Carolina 27514
(Address of Principal Executive Offices) (Zip Code)
ADHEREX TECHNOLOGIES INC. AMENDED AND RESTATED STOCK OPTION PLAN
(Full title of the plan)
Rostislav Raykov
Chief Executive Officer
Adherex Technologies Inc.
501 Eastowne Drive, Suite 140
Chapel Hill, North Carolina 27514
(Name and address of agent for service)
(919) 636-4175
(Telephone number, including area code, of agent for service)
Copies to:
Donald R. Reynolds, Esq.
Wyrick Robbins Yates & Ponton LLP
4101 Lake Boone Trail, Suite 300
Raleigh, North Carolina 27607
(919) 781-4000
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 “accelerated filer,” “large accelerated filer” and “smaller reporting company” (as defined in Rule 12b-2 of the Act).
| Large accelerated filer o | Accelerated filer o | |||
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Non-accelerated filer þ
(Do not check if smaller reporting company) |
Smaller reporting company o |
EXPLANATORY NOTE: DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (Registration No. 333-122334) filed by Adherex Technologies Inc. (the “Company”) with the Securities and Exchange Commission on January 27, 2005 (the “Registration Statement”) pursuant to which the Company registered an aggregate of 23,500,000 shares of its Common Stock, no par value, pursuant to its Amended and Restated Stock Option Plan.
Because the Company is no longer offering securities under the Registration Statement, it is filing this Post-Effective Amendment No. 1 to terminate the Registration Statement and to deregister, as of the date hereof, the securities that remain unsold under the Registration Statement.
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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-8 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 Durham, State of North Carolina, on the 29th day of March 2010.
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ADHEREX TECHNOLOGIES INC.
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By:
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/s/ Rostislav Raykov
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Rostislav Raykov,
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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 and on the date indicated.
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Signature
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Title
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Date
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/s/ Rostislav Raykov
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Chief Executive Officer (principal executive officer) and Director
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March 29, 2010
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| Rostislav Raykov | ||||
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/s/ Robert Andrade
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Chief Financial Officer (principal financial and accounting officer) and Director
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March 29, 2010
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| Robert Andrade | ||||
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| /s/ William G. Breen |
Director
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March 29, 2010
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William G. Breen
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| /s/ Claudio F. Bussandri |
Director
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March 29, 2010
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| Claudio F. Bussandri | ||||
| /s/ Robert W. Butts |
Director
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March 29, 2010
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Robert W. Butts
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| /s/ Arthur T. Porter |
Director
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March 29, 2010
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Arthur T. Porter
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S-1