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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 20, 1996
REGISTRATION NO. 333-05853
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GERON CORPORATION
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 2834 75-2287752
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
200 CONSTITUTION DRIVE
MENLO PARK, CALIFORNIA 94025
(415) 473-7700
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
RONALD W. EASTMAN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
GERON CORPORATION
200 CONSTITUTION DRIVE
MENLO PARK, CALIFORNIA 94025
(415) 473-7700
(Name and address, including zip code, and telephone number, including area
code, of agent for service)
COPIES TO:
JOSHUA L. GREEN JEROME L. COBEN
EDGAR B. CALE, III SKADDEN, ARPS, SLATE,
VENTURE LAW GROUP MEAGHER & FLOM
2800 SAND HILL ROAD 300 SOUTH GRAND AVENUE
MENLO PARK, CALIFORNIA 94025 LOS ANGELES, CALIFORNIA 90071
(415) 854-4488 (213) 687-5000
DATE OF COMMENCEMENT OF SALE TO THE PUBLIC:
JULY 31, 1996
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 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 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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The Registrant hereby withdraws from registration 375,000 shares of its
Common Stock registered to cover an over-allotment option granted to the
Underwriters, which option was not exercised and has expired. The Registration
Statement is hereby amended, as appropriate, to reflect the expiration of such
option.
-2-
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Post-Effective Amendment No. 1 to Registration Statement on
Form S-1 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Menlo Park, State of California, on September 19,
1996.
GERON CORPORATION
By: /s/ Ronald W. Eastman
-----------------------------------------
Ronald W. Eastman
(President and Chief Executive Officer)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM S-1 HAS BEEN
SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED:
SIGNATURE TITLE DATE
/s/ RONALD W. EASTMAN* President, Chief Executive
- ------------------------------ Officer and Director
Ronald W. Eastman (Principal Executive September 19, 1996
Officer)
/s/ DAVID L. GREENWOOD* Chief Financial Officer,
- ------------------------------ Treasurer and Secretary
David L. Greenwood (Principal Financial and September 19, 1996
Accounting Officer)
/s/ ALEXANDER E. BARKAS* Director
- ------------------------------
Alexander E. Barkas September 19, 1996
/s/ BRIAN H. DOVEY* Director
- ------------------------------
Brian H. Dovey September 19, 1996
/s/ CHARLES M. HARTMAN* Director
- ------------------------------
Charles M. Hartman September 19, 1996
/s/ THOMAS D. KILEY* Director
- ------------------------------
Thomas D. Kiley September 19, 1996
/s/ PATRICK F. LATTERELL* Director
- ------------------------------
Patrick F. Latterell September 19, 1996
/s/ ROBERT B. STEIN* Director
- ------------------------------
Robert B. Stein September 19, 1996
/s/ MICHAEL D. WEST* Director
- ------------------------------
Michael D. West September 19, 1996
*By:/s/ RONALD W. EASTMAN
------------------------
Ronald W. Eastman, September 19, 1996
Attorney-in-fact
