<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 24, 2000
REGISTRATION STATEMENT NO. 333-56057
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GLIATECH INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 34-1587242
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
23420 Commerce Park Road
Cleveland, Ohio 44122
(216) 831-3200
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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THOMAS O. OESTERLING, PH.D.
Chairman and Chief Executive Officer
Gliatech Inc.
23420 Commerce Park Road
Cleveland, Ohio 44122
(216) 831-3200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-------------------------
COPIES TO:
THOMAS C. DANIELS, ESQ.
Jones, Day, Reavis & Pogue
North Point
901 Lakeside Avenue
Cleveland, Ohio 44114
(216) 586-3939
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
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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 (the "Securities Act"), other than securities offered
only in connection with dividend or interest reinvestment plans, check the
following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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 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.[ ]
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DEREGISTRATION OF COMMON STOCK
Gliatech Inc. (the "Company") hereby amends its registration
statement on Form S-3, filed with the Securities and Exchange Commission (the
"Commission") on June 4, 1998 and Amendment No. 1 thereto, filed with the
Commission on July 15, 1998 (together, the "Form S-3") by deregistering 80,000
shares of the Company's common stock, par value $0.01 per share (the "Shares").
The Shares to be deregistered consist of all Shares registered on the Form S-3
that have not been transferred by the stockholder on whose behalf the Form S-3
was filed (the "Selling Stockholder").
The Company initially registered 100,000 Shares on the Form S-3
in satisfaction of a contractual obligation to the Selling Stockholder. The
Company's obligation to keep the registration effective has since expired and
the Company desires to deregister the remaining Shares that have not been
transferred by the Selling Stockholder that were registered on the Form S-3 in
accordance with an undertaking the Company included in the Form S-3.
The following table summarizes the information set forth above:
<TABLE>
<CAPTION>
====================================================================================================================
NUMBER
TITLE OF EACH CLASS OF NUMBER REGISTERED TRANSFERRED
OF SECURITIES PURSUANT TO THE PURSUANT TO NUMBER BEING
INITIALLY REGISTERED OFFERING REGISTRATION DEREGISTERED
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<S> <C> <C> <C>
Common stock, par value 100,000 20,000 80,000
$0.01 per share.
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</TABLE>
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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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cleveland, State of Ohio, on April 24, 2000.
GLIATECH INC.
By: /s/ RODNEY E. DAUSCH
------------------------------
Rodney E. Dausch
Executive Vice President, Chief Financial
Officer and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
* Chairman of the Board, Chief Executive Officer, April 24, 2000
- ------------------------------- (Principal Executive Officer) and Director
Thomas O. Oesterling Ph.D.
/s/ Rodney E. Dausch Executive Vice President and Chief Financial April 24, 2000
- ------------------------------ Officer (Principal Financial and Accounting
Rodney E. Dausch Officer)
* Director April 24, 2000
- ------------------------------
Robert P. Pinkas
* Director April 24, 2000
- ------------------------------
Theodore E. Haigler, Jr.
* Director April 24, 2000
- ------------------------------
Ronald D. Henriksen
* Director April 24, 2000
- ------------------------------
Irving S. Shapiro
* Director April 24, 2000
- ------------------------------
John L. Ufheil
* Director April 24, 2000
- ------------------------------
William A. Clarke
</TABLE>
* Rodney E. Dausch, the undersigned attorney-in-fact, by signing his
name hereto, does hereby sign and execute this Registration Statement on behalf
of the above indicated officers and directors thereof (constituting a majority
of the directors) pursuant to a power of attorney filed with the Securities and
Exchange Commission.
April 24, 2000 By: /s/ Rodney E. Dausch
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Rodney E. Dausch, Executive Vice
President, Chief
Financial Officer and Secretary
