CORTECH INC
S-4/A, 1998-05-19
PHARMACEUTICAL PREPARATIONS
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 <PAGE>

         AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 19, 1998

                                                    REGISTRATION NO. 333-46445
                                                                        
                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549
                                                

                                   AMENDMENT NO. 2
                                          TO
                                       FORM S-4
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933
                                                

                                    CORTECH, INC.
                (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
          DELAWARE                              8731                         84-0894091
<S>                                   <C>                                <C>
(State or other jurisdiction of       (Primary Standard Industrial       (I.R.S. Employer 
 incorporation or organization)       Classification Code Number)        Identification No.)
</TABLE>

                                    CORTECH, INC.
                              6850 N. BROADWAY, SUITE G
                               DENVER, COLORADO  80221
                                    (303) 650-1200
                 (Address, including ZIP Code, and telephone number,
          including area code, of registrant's principal executive offices)
                                      __________

                                  DIARMUID F. BORAN
                               CHIEF OPERATING OFFICER
                                    CORTECH, INC.
                              6850 N. BROADWAY, SUITE G
                               DENVER, COLORADO  80221
                                    (303) 650-1200
              (Name, address, including ZIP Code, and telephone number,
                      including area code, of agent for service)
                                      __________

              IT IS REQUESTED THAT COPIES OF COMMUNICATIONS BE SENT TO:

         ALAN C. MENDELSON, ESQ.                   DAVID R. SNYDER, ESQ.
         CARRIE L. SCHIFF, ESQ.                    T. MICHAEL HIRD, ESQ.
          LISA S. DUMAW, ESQ.                  PILLSBURY MADISON & SUTRO LLP
          COOLEY GODWARD LLP                    101 W. BROADWAY, SUITE 1800
   2595 CANYON BOULEVARD, SUITE 250             SAN DIEGO, CALIFORNIA 92101
       BOULDER, COLORADO  80302                        (619) 234-5000
           (303) 546-4000


     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. [_]

<PAGE>

                         WITHDRAWAL OF REGISTRATION STATEMENT

     That certain Agreement and Plan of Merger and Reorganization dated December
22, 1997 (the "Reorganization Agreement") between the Registrant, BioStar, Inc.,
a Delaware corporation, and Cortech Merger Sub, Inc., a Delaware corporation and
wholly owned subsidiary of the Registrant, has been terminated.  The
Reorganization Agreement had been the principal subject of the Registration
Statement.  By this Amendment No. 2 to the Registration Statement, the
Registrant hereby withdraws the Registration Statement.

<PAGE>

                                      SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 2 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Denver, County of Denver, State of Colorado, on May 19, 1998.


                              CORTECH, INC.

                              By: /s/ Diarmuid F. Boran 
                                  ---------------------
                                  Diarmuid F. Boran
                                  Chief Operating Officer


<TABLE>
<CAPTION>
NAME                               TITLE                                       DATE
- ----                               -----                                       ----
<S>                                <C>                                         <C>

*/s/ Bert Fingerhut                Director and Acting Chief Executive         May 19, 1998
- -----------------------------      Officer (principal executive officer)
Bert Fingerhut 


/s/ Diarmuid F. Boran              Chief Operating Officer and Acting          May 19, 1998
- -----------------------------      Chief Financial Officer (principal
Diarmuid F. Boran                  financial and accounting officer)


*/s/ Charles Cohen, Ph.D.          Director                                    May 19, 1998
- -----------------------------
Charles Cohen, Ph.D.


*/s/ Donald Kennedy, Ph.D.         Director                                    May 19, 1998
- -----------------------------
Donald Kennedy, Ph.D.


*/s/ Allen Misher, Ph.D.           Director                                    May 19, 1998
- -----------------------------
Allen Misher, Ph.D.


* By /s/ Kenneth R. Lynn
- -----------------------------
Kenneth R. Lynn
Attorney-in-fact
</TABLE>


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