AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 31, 2001
REGISTRATION STATEMENT NO. 333-66500
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________
INCARA PHARMACEUTICALS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 8731 56-1924222
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
79 T.W. Alexander Drive
4401 Research Commons, Suite 200
P. O. Box 14287
Research Triangle Park, North Carolina 27709
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
CLAYTON I. DUNCAN
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
INCARA PHARMACEUTICALS CORPORATION
79 T.W. ALEXANDER DRIVE, 4401 RESEARCH COMMONS, SUITE 200
P. O. Box 14287
RESEARCH TRIANGLE PARK, NORTH CAROLINA 27709
(919) 558-8688
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPY TO:
ALEXANDER M. DONALDSON, ESQ.
WYRICK ROBBINS YATES & PONTON LLP
4101 LAKE BOONE TRAIL, SUITE 300
RALEIGH, NORTH CAROLINA 27607
(919) 781-4000
FAX (919) 781-4865
DATE OF COMMENCEMENT OF SALE TO THE PUBLIC: July 10, 2001
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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 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 post-effective amendment filed pursuant to Rule 462(d)
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. [_]
_____________________
CALCULATION OF REGISTRATION FEE
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Title of Each Class Aggregate Purchase Price (1) Amount of
of Securities Registered Registration Fee (2)
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Common Stock, $0.001 par value per share; $9,170,102.20 $2,292.53
Warrants to purchase Common Stock
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(1) Pursuant to Rule 457(g), no registration fee is attributable to the
warrants registered hereby. However, $2,192,352.20 of the securities
registered hereby represents common stock which may be issued upon the
exercise of the warrants.
(2) Includes $3,168.00 previously paid on filing, leaving a balance of $0 paid
with this amendment.
__________________________
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
In accordance with Rule 429 of the General Rules and Regulations under the
Securities Act of 1933, the prospectus included in this Registration Statement
is a combined prospectus which also relates to the common stock registered under
the Registrant's earlier Registration Statement No. 333-64868.
EXPLANATORY NOTE
The Registrant has filed this Post-Effective Amendment to this
Registration Statement solely for purposes of removing from registration
$3,022,250.50 worth of common stock and $807,647.85 worth of common stock
issuable pursuant to warrants to purchase common stock which remained unsold at
the termination of the offering on August 30, 2001.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Post-Effective Amendment No. 1 to its registration
statement (No. 333-66500) to be signed on its behalf by the undersigned,
thereunto duly authorized, in Research Triangle Park, North Carolina, on the
31st day of August, 2001.
INCARA PHARMACEUTICALS CORPORATION
By: /s/ Clayton I. Duncan
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Clayton I. Duncan,
Chairman, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Post-Effective Amendment No. 1 to its registration statement (No. 333-66500) has
been signed below by the following persons in the capacities and on the date
indicated.
Signature Title Date
--------- ----- ----
/s/ Clayton I. Duncan Chairman, President, Chief Executive Officer August 31, 2001
---------------------------------- and Director (Principal Executive Officer)
Clayton I. Duncan
/s/ Richard W. Reichow Executive Vice President, Chief Financial August 31, 2001
---------------------------------- Officer and Treasurer (Principal Financial
Richard W. Reichow and Accounting Officer)
* August 31, 2001
---------------------------------- Director
Eugene J. McDonald
*
---------------------------------- Director August 31, 2001
Stephen M. Prescott
*
---------------------------------- Director August 31, 2001
David B. Sharrock
---------------------------------- Director August __, 2001
Edgar H. Schollmaier
*By: /s/ Clayton I. Duncan
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Clayton I. Duncan
Attorney-in-Fact
II-1