As filed with the Securities and Exchange Commission on October 14, 1998
Registration No. 33-76976
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ELAN PHARMACEUTICALS, INC.
(formerly Neurex Corporation)
(Exact name of registrant as specified in its charter)
Delaware 77-0128552
(Jurisdiction of incorporation) (I.R.S. Employer Identification Number)
190 Independence Drive
Menlo Park, California 94025
(Address of principal executive offices)
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Neurex Corporation 1988 Employee and Consultant Stock Option Plan
Neurex Corporation Employee Stock Purchase Plan
(Full title of the plans)
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Elan Pharmaceuticals, Inc.
190 Independence Drive
Menlo Park, California 94025
Attention: Paul Goddard, Ph.D., President
(650) 853-1500
(Name, address, and telephone number,
including area code, of agent for service)
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Copy to:
William M. Hartnett, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
<PAGE>
DEREGISTRATION OF COMMON STOCK
On March 28, 1994, Neurex Corporation (the "Company") filed a Registration
Statement on Form S-8, Registration No. 33-76976 (the "Registration Statement"),
for the sale of (i) 1,561,111 shares of Common Stock, par value $0.01 (the
"Common Stock"), of the Company under the Neurex Corporation 1988 Employee and
Consultant Stock Option Plan and (ii) 153,846 shares of Common Stock under the
Neurex Corporation Employee Stock Purchase Plan (together, the "Plans"). On
August 11, 1998, the shareholders of the Company approved and adopted an
Agreement and Plan of Merger, dated as of April 29, 1998, by and among Elan
Corporation, plc ("Elan"), Ganesh Acquisition Corp. ("Subco") and the Company
(the "Agreement"), whereby, on August 14, 1998, Subco, a wholly-owned subsidiary
of Elan, merged with and into the Company and the Company became a wholly-owned
subsidiary of Elan (the "Merger"). Pursuant to the Agreement, Elan assumed the
obligations of the Company under the Plans and the Plans were terminated. This
Post-Effective Amendment No. 1 to the Registration Statement is being filed to
deregister 235,046 unsold shares of the Common Stock formerly issuable under the
Plans. In connection with the Merger, the Company changed its name to Elan
Pharmaceuticals, Inc.
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<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-8 and has duly caused this Post-Effective
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Menlo Park, State of
California, on the 14 day of October, 1998.
ELAN PHARMACEUTICALS, INC.
By: /s/ Paul Goddard
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Paul Goddard, Ph.D.
President and Director
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Capacity in Which Signed Date
- --------- ------------------------ ----
<S> <C> <C>
/s/ Paul Goddard President October 14, 1998
- ------------------------------------ and Director
Paul Goddard, Ph.D. (Principal Executive Officer)
/s/ John Varian Chief Financial Officer October 14, 1998
- ------------------------------------ (Principal Financial Officer)
John Varian
- ------------------------------------
Donal J. Geaney Director
/s/ John Groom Director October 14, 1998
- ------------------------------------
John Groom
/s/ Thomas G. Lynch Director October 14, 1998
- ------------------------------------
Thomas G. Lynch
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</TABLE>
