UNIGENE LABORATORIES INC
S-3/A, 1996-09-17
MEDICINAL CHEMICALS & BOTANICAL PRODUCTS
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   As filed with the Securities and Exchange Commission on September 16, 1996 

                                                        Registration No. 33-6877
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                         -------------------------------
                        Post Effective Amendment No. 10
                                       to
                                    Form S-1
                                       on
                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                         -------------------------------

                           UNIGENE LABORATORIES, INC.
             (Exact name of Registrant as specified in its charter)

                         -------------------------------

           Delaware                                         22-2328609
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                        Identification Number)

                         -------------------------------

                              110 Little Falls Road
                           Fairfield, New Jersey 07004
                                 (201) 882-0860
         (Address, including zip code, and telephone number, including
             area code, of Registrant's principal executive offices)

                        -------------------------------

                            Warren P. Levy, President
                           Unigene Laboratories, Inc.
                              110 Little Falls Road
                           Fairfield, New Jersey 07004
                                 (201) 882-0860
         (Name, address, including zip code, telephone number, including
                        area code, of agent for service)

                         -------------------------------

                                    Copy to:
                              Jesse Margolin, Esq.
                       Becker Ross Stone DeStefano & Klein
                         317 Madison Avenue, Suite 1410
                             New York, NY 10017-5372

                         -------------------------------
<PAGE>
         If the only securities  being registered on this Form are being offered
pursuant to dividend or interest  reinvestment plans, please check the following
box. [ ]

         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 offer. [ ]

         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  on  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. [ ]
<PAGE>




Prospectus





                           UNIGENE LABORATORIES, INC.

                        7,982,177 Shares of Common Stock
                           (par value $.01 per share)


         7,982,177  shares of common  stock,  $.01 par value per share  ("Common
Stock") were offered under this Registration Statement, which were issuable upon
the exercise of outstanding  Redeemable  Class B Common Stock Purchase  Warrants
("Class B Warrants"). The registered holder of each Class B Warrant was entitled
to  purchase  1.4269  shares of Common  Stock at $3.504 per share on or prior to
September  10,  1996.  The Class B  Warrants  expired  on  September  10,  1996.
Accordingly, the Company is hereby removing from registration the said 7,982,177
shares of Common Stock.

<PAGE>


                                                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-3 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Fairfield, New Jersey, on the 16th day of September, 1996.


                                                UNIGENE LABORATORIES, INC.


                                                By /s/ WARREN P. LEVY
                                                   Warren P. Levy, President


         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement has been signed below by the following  persons in
the capacities and on the dates indicated:


Signature                          Title                         Date
- ---------                          -----                         ----

/s/ WARREN P. LEVY      Director, President (principal       September 16, 1996
- ------------------      executive officer) 
Warren P. Levy          


/s/ RONALD S. LEVY      Director, Vice President             September 16, 1996
- ------------------       
Ronald S. Levy


/s/ JAY LEVY            Chairman of the Board of Directors,  September 16, 1996
- ------------            Treasurer (principal financial and 
Jay Levy                accounting officer)               


*                       Director                             September 16, 1996
- ------------                       
Robert Ruark                                        


*                       Director                             September 16, 1996
- ------------ 
George M. Weimer        


*By /s/ RONALD S. LEVY
- ----------------------
    (Ronald S. Levy)
    Attorney-in-fact
    September 16, 1996




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