AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 3, 2001
REGISTRATION STATEMENT NO. 333-43050
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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
FIRST POSSIBLE DATE OF RESALE BY THE SELLING STOCKHOLDERS: September 14, 2000
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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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Proposed Offering Proposed Maximum
Title of Each Class Amount to be Price Aggregate Amount of
of Securities Registered Registered Per Share (1) Purchase Price (1) Registration Fee (2)
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Common Stock, $0.001
par value per share 1,161,781 $2.15625 $2,505,090 $661.34
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(1) Estimated solely for the purpose of calculating the registration fee, based
upon the high and low prices of the common stock as reported on the Nasdaq
National Market on August 2, 2000, in accordance with Rule 457(c).
(2) Previously paid.
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EXPLANATORY NOTE
The Registrant has filed this Post-Effective Amendment to this
Registration Statement solely for purposes of removing from registration
1,161,281 shares of common stock which had not been resold by the selling
stockholders as of September 28, 2001.
1
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. 333-43050) to be signed on its behalf by the undersigned,
thereunto duly authorized, in Research Triangle Park, North Carolina, on the 1st
day of October, 2001.
INCARA PHARMACEUTICALS CORPORATION
By: /s/ Clayton I. Duncan
---------------------------------
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. 333-43050) 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 and Director October 1, 2001
-------------------------------- (Principal Executive Officer)
Clayton I. Duncan
/s/ Richard W. Reichow Executive Vice President, Chief Financial Officer and October 1, 2001
-------------------------------- Treasurer (Principal Financial and Accounting Officer)
Richard W. Reichow
--------------------------------
Eugene J. McDonald Director October __, 2001
--------------------------------
J. Misha Petkevich Director October __, 2001
*
-------------------------------- Director October 1, 2001
Stephen M. Prescott
*
-------------------------------- Director October 1, 2001
David B. Sharrock
*
--------------------------------
Edgar H. Schollmaier Director October 1, 2001
*By: /s/ Clayton I. Duncan
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Clayton I. Duncan
Attorney-in-Fact
II-1