As filed with the Securities and Exchange Commission on October 25, 2016.
Registration No. 333-207290
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-3
THE SECURITIES ACT OF 1933
VITAE PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
(State or other
Vitae Pharmaceuticals, Inc.
502 West Office Center Drive
Fort Washington, PA 19034
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
A. Robert D. Bailey, Esq.
Vitae Pharmaceuticals, Inc.
c/o Allergan, Inc.
Morris Corporate Center III
400 Interpace Parkway
Parsippany, NJ 07054
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Andrew L. Bab, Esq.
Debevoise & Plimpton LLP
919 Third Avenue
New York, NY 10022
Approximate date of commencement of proposed sale to the public: This post-effective amendment deregisters those shares of common stock that remain unsold hereunder as of the effective date hereof.
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, check the following box. o
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. 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 the 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
Accelerated filer x
Non-accelerated filer o
Smaller reporting company o
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-3 (File No. 333-207290) previously filed by Vitae Pharmaceuticals, Inc., a Delaware corporation (the Company) with the Securities and Exchange Commission (the Commission) on October 5, 2015, as amended by Amendment No. 1 to Form S-3 filed with the Commission on October 30, 2015 (as amended, the Registration Statement), pertaining to the registration of the Registrants common stock or preferred stock, debt securities, warrants to purchase common stock, preferred stock or debt securities, subscription rights to purchase common stock, preferred stock or debt securities, and/or units consisting of some or all of these securities, in any combination, with aggregate offering price not more than $200,000,000 (the Shares).
On October 25, 2016, pursuant to the Agreement and Plan of Merger (the Merger Agreement), dated as of September 13, 2016, by and among the Company, Allergan Holdco US, Inc., a Delaware corporation (Parent), and Augusta Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (Merger Sub), Merger Sub merged with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Parent (the Merger).
In connection with the Merger, the offering pursuant to the Registration Statement has been terminated. In accordance with an undertaking made by the Company in the Registration Statement pursuant to Rule 415 to remove from registration, by means of a post-effective amendment, any Shares registered under the Registration Statement that remain unsold at the termination of the offering, the Company hereby removes from registration all Shares registered but unsold under the Registration Statement.