As filed with the Securities and Exchange Commission on November 9, 2000
Registration No. 333-37673-01
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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Dura Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
Delaware 95-3645543
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
7475 Lusk Boulevard
San Diego, California 92121
(858) 457-2553
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
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Cam L. Garner
Chairman and Chief Executive Officer
Dura Pharmaceuticals, Inc.
7475 Lusk Boulevard
San Diego, California
(858) 457-2553
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
William M. Hartnett, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
(212) 701-3000
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Approximate date of commencement of proposed sale to the public: Not
applicable.
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 offering. |_|
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. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
<PAGE>
DEREGISTRATION OF SECURITIES
The Registrant registered an indeterminate number of shares of its common
stock, par value $.001 per share ("Common Stock"), issuable upon exercise of its
warrants to purchase one-fourth of a share of Common Stock (the "Dura W
Warrants") on Form S-3 (File No. 333-37673-01) (the "Registration Statement"),
which was declared effective by the Securities and Exchange Commission on
December 17, 1997.
The Registration Statement, which was also a Registration Statement on Form
S-1 for Spiros Development Corporation II, Inc. ("Spiros"), also registered the
(i) Dura W Warrants, (ii) units, each unit consisting of one share of Spiros
Callable Common Stock, par value $.001 per share (the "Spiros Common Stock"),
and one Dura W Warrant (the "Units"), and (iii) shares of Dura Common Stock
issuable upon exercise of a purchase option (the "Option Shares") for the Spiros
Common Stock. The Units and the Dura W Warrants have been sold.
On November 9, 2000, the Registrant merged (the "Merger") with Carbon
Acquisition Corp., a Delaware corporation ("Acquisition Sub") and a wholly owned
subsidiary of Elan Corporation, plc, a public limited liability company
organized under the laws of Ireland ("Acquiror"), pursuant to an Agreement and
Plan of Merger, dated as of September 10, 2000, by and among the Registrant, the
Acquiror and Acquisition Sub (the "Merger Agreement"). As a result of the
Merger, the Registrant assigned the Dura W Warrants to Acquiror and the Dura W
Warrants are exercisable for Elan American Depositary Shares instead of Common
Stock.
The purpose of this Post-Effective Amendment No. 1 to the Registration
Statement (the "Amendment") is to deregister all of the shares of Common Stock
registered on the Registration Statement and which remain unsold as of the date
of this Amendment is filed.
<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 Post-Effective
Amendment No.1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunder duly authorized, in the City of San Diego, State of
California on the 9th day of November, 2000.
DURA PHARMACEUTICALS, INC.
By: /s/ Cam L. Garner
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Name: Cam L. Garner
Title: Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons, in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Cam L Garner Chairman and Chief Executive Officer November 9, 2000
----------------------------------------- (Principal Executive Officer)
(Cam L. Garner)
/s/ Michael T. Borer Senior Vice President and Chief November 9, 2000
----------------------------------------- Financial Officer (Principal Financial
(Michael T. Borer) and Accounting Officer)
* Director November 9, 2000
-----------------------------------------
(James C. Blair)
* Director November 9, 2000
-----------------------------------------
(Joseph C. Cook, Jr.)
* Director November 9, 2000
-----------------------------------------
(David F. Hale)
* Director November 9, 2000
-----------------------------------------
(Gordon V. Ramseier)
* Director November 9, 2000
-----------------------------------------
(Charles G. Smith)
*By : /s/ Cam L. Garner
-----------------------------------
(Cam L. Garner) November 9, 2000
Attorney-in-fact
</TABLE>
