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As filed with the Securities and Exchange Commission on February 6, 1997
Registration Statement No. 333-06689
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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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DIACRIN, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE
(State or other juris- 22-3016912
diction of incorpora- (I.R.S. Employer
tion or organization) Identification No.)
CHARLESTOWN NAVY YARD
BUILDING 96, 13TH STREET
CHARLESTOWN, MASSACHUSETTS 02129
(617) 242-9100
(Address, including zip code, and
telephone number, including area code,
of registrant's principal
executive offices)
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THOMAS H. FRASER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
DIACRIN, INC.
CHARLESTOWN NAVY YARD
BUILDING 96, 13TH STREET
CHARLESTOWN, MASSACHUSETTS 02129
(617) 242-9100
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
Copy to:
Steven D. Singer, Esq.
HALE AND DORR LLP
60 State Street
Boston, Massachusetts 02109
(617) 526-6000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO 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. |__|
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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 registrations 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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Explanatory Note
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Pursuant to a Registration Statement on Form S-3 (File No. 333-06689) (the
"Registration Statement"), Diacrin, Inc. (the "Company"), registered an
aggregate of 465,853 shares of the Company's common stock, $0.01 par value per
share, (the "Common Stock") issuable upon the exercise of warrants issued by the
Company pursuant to a Warrant Agreement dated November 14, 1991, by and between
the Company and American Stock Transfer & Trust Company (the "Warrants"). The
Registration Statement was declared effective on August 8, 1996.
The Warrants are no longer exercisable. Accordingly, this Post-Effective
Amendment No. 1 to the Registration Statement is being filed for the purpose of
deregistering 38,412 shares of Common Stock that had been reserved for issuance
upon the exercise of the Warrants, but were not issued.
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SIGNATURES
Pursuant to Rule 478 promulgated under the Securities Act of 1933, as
amended, the Registrant has duly caused this Post-Effective Amendment No. 1 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Boston, Commonwealth of Massachusetts on the 6th day of February, 1997.
DIACRIN, INC.
By:/s/ Mark J. Fitzpatrick
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Mark J. Fitzpatrick
Vice President of Finance and
Administration and Chief
Financial Officer
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