<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 27, 1998
Registration No. 333-45705
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CYPRESS BIOSCIENCE, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 3845 22-2389839
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
-------------------------------
4350 EXECUTIVE DRIVE, SUITE 325
SAN DIEGO, CA 92121
(619) 452-2323
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
-------------------------------
JAY D. KRANZLER, M.D., PH.D.
CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER AND CHAIRMAN OF THE BOARD
OF DIRECTORS
CYPRESS BIOSCIENCE, INC.
4350 EXECUTIVE DRIVE, SUITE 325
SAN DIEGO, CA 92121
(619) 452-2323
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
FREDERICK T. MUTO, ESQ.
CARL R. SANCHEZ, ESQ.
COOLEY GODWARD LLP
4365 EXECUTIVE DRIVE, SUITE 1100
SAN DIEGO, CA 92121
-----------
<PAGE> 2
This Post-Effective Amendment No. 2 is being filed to deregister 350,000 shares
of Common Stock (the "Shares") of Cypress Bioscience, Inc. (the "Registrant")
covered by the Form S-1 Registration Statement No. 333-45705, as amended (the
"Registration Statement"). The Shares, which were registered by the Registrant
for resale by a certain selling security holder, have not been sold as of the
date of this Post-Effective Amendment No. 2 and the Registrant is no longer
contractually obligated to maintain the effectiveness of the Registration
Statement.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Post-Effective Amendment No. 2 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Diego, State of California, on August 26,
1998.
CYPRESS BIOSCIENCE, INC.
By: /s/ Jay D. Kranzler, M.D., Ph.D.
----------------------------------
Jay D. Kranzler, M.D., Ph.D.
Chief Executive Officer, Chief
Financial Officer and Chief
Scientific Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 2 to 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>
/s/ Jay D. Kranzler, M.D., Ph.D. Chief Executive Officer, Chief Scientific August 26, 1998
- ------------------------------------- Officer, Chief Financial Officer and
Jay D. Kranzler, M.D., Ph.D. Chairman of the Board (Principal
Executive Officer and Principal Financial
and Accounting Officer)
* President, Chief Operating Officer and August 26, 1998
- ------------------------------------- Director
Debby Jo Blank, M.D.
* Director August 26, 1998
- -------------------------------------
Richard M. Crooks, Jr.
* Director August 26, 1998
- -------------------------------------
Philip J. O'Reilly
* Director August 26, 1998
- -------------------------------------
Jack H. Vaughn
Director August 26, 1998
- -------------------------------------
Samuel D. Anderson
* Director August 26, 1998
- -------------------------------------
David Golde
/s/ Jay D. Kranzler, M.D., Ph.D.
- -------------------------------------
Jay D. Kranzler, M.D., Ph.D.
Attorney-in-Fact
</TABLE>
