<PAGE>
As filed with the Securities and Exchange Commission on October 20, 1999
Registration No. 333-87443
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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Post-Effective Amendment No. 1
To
FORM S-4
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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V.I. TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 2836 11-328476
(State or Other (Primary Standard Industrial (I.R.S. Employer
Jurisdiction of Classification Code Number) Identification Number)
Incorporation or
Organization)
155 Duryea Road
Melville, New York 11747
(516) 752-7314
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
John R. Barr
President and Chief Executive Officer
V.I. Technologies, Inc.
155 Duryea Road
Melville, New York 11747
(516) 752-7314
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
Copies to:
William T. Whelan, Esq. Samuel K. Ackerman, M.D. Lynnette C. Fallon, Esq.
R. Mark Chamberlin, Esq.Pentose Pharmaceuticals, Inc. Palmer & Dodge, LLP
Mintz, Levin, Cohn, 45 Moulton Street One Beacon Street
Ferris, Cambridge, MA 02138 Boston, MA 02108
Glovsky and Popeo, P.C. (617) 864-4800 (617) 573-0100
One Financial Center
Boston, MA 02111
(617) 542-6000
Approximate Date of Commencement of Proposed Sale to the Public: As soon as
practicable after the effectiveness of this Registration Statement and the
effective time of the merger of Pentose Pharmaceuticals, Inc. with and into the
Registrant as described in the Agreement and Plan of Merger and Reorganization
dated as of July 28, 1999.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, 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, 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. [_]
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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 this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE>
EXPLANATORY NOTE
The purpose of this post-effective amendment is to attach a new Exhibit
99.4.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Post-Effective Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Melville, State of New York, on October 20,
1999.
V.I. TECHNOLOGIES, INC.
(Registrant)
/s/ John R. Barr
By: _________________________________
John R. Barr
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chairman of the Board of October 20, 1999
____________________________________ Directors
David Tendler
/s/ John R. Barr President, Chief Executive October 20, 1999
____________________________________ Officer and Director
John R. Barr (Principal Executive
Officer)
* Executive Vice President, October 20, 1999
____________________________________ Operations, Treasurer and
Thomas T. Higgins Chief Financial Officer
(Principal Financial
Officer and Principal
Accounting Officer)
* Director October 20, 1999
____________________________________
Richard A. Charpie
* Director October 20, 1999
____________________________________
Jeremy Hayward-Surry
* Director October 20, 1999
____________________________________
Bernard Horowitz, Ph.D.
* Director October 20, 1999
____________________________________
Irwin Lerner
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
* Director October 20, 1999
____________________________________
Peter D. Parker
* Director October 20, 1999
____________________________________
Damion E. Wicker, M.D.
</TABLE>
*By: /s/ John R. Barr
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John R. Barr Attorney-in-
Fact
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description
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<C> <S>
99.4 Consent of Warburg Dillon Read LLC. Filed herewith.
</TABLE>
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<PAGE>
Exhibit 99.4
We hereby consent to the use of Annex A containing our opinion letter dated
October 8, 1999 to the Board of Directors of V.I. Technologies, Inc. in the
Joint Proxy Statement-Prospectus constituting a part of the Registration
Statement on Form S-4 relating to the merger of V.I. Technologies, Inc. with
Pentose Pharmaceuticals, Inc. and to the references to our firm in such Joint
Proxy Statement-Prospectus. In giving this consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Securities and Exchange Commission promulgated thereunder.
/s/ Warburg Dillon Read LLC
New York, New York
September 30, 1999
