As filed with the Securities and Exchange Commission on October 14, 1998
Registration No. 333-31935
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 1997 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
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DEREGISTRATION OF COMMON STOCK
On July 24, 1997, Neurex Corporation (the "Company") filed a Registration
Statement on Form S-8, Registration No. 333-31935 (the "Registration
Statement"), for the sale of 1,400,000 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 the Neurex Corporation 1997 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 1,373,817 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 14th 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 and Director October 14, 1998
- ---------------------------------- (Principal Executive Officer)
Paul Goddard, Ph.D.
/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>
