<PAGE>
As filed with the Securities and Exchange Commission on March 8, 2000
Registration No. 333-45355
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IGEN INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-2852843
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
16020 INDUSTRIAL DRIVE, GAITHERSBURG, MARYLAND 20877, (301) 869-9800
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
SAMUEL J. WOHLSTADTER, CHIEF EXECUTIVE OFFICER,
16020 INDUSTRIAL DRIVE, GAITHERSBURG, MARYLAND 20877, (301) 869-9800
(Name and address, including zip code, and telephone number, including area
code, of agent for service)
-----------------
WITH A COPY TO:
STEPHEN P. DOYLE, ESQ., WILMER, CUTLER & PICKERING
2445 M STREET, N.W., WASHINGTON, D.C. 20037, (202) 663-6000
-----------------
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DEREGISTRATION OF SECURITIES
A total of 5,202,004 shares of common stock, par value $.001
per share ("Common Stock"), of IGEN International, Inc., a Delaware corporation
(the "Company") were registered under the Securities Act of 1933, as amended, by
the filing of a Registration Statement on Form S-3 (File No. 333-45355) (the
"Registration Statement"). The Registration Statement was declared effective by
the Securities and Exchange Commission on April 15, 1998.
The purpose of this Post-Effective Amendment No. 1 to the
Registration Statement is to deregister and remove from registration such
portion of the 5,202,004 shares of Common Stock, previously registered on the
Registration Statement, which have not been sold as of the date hereof.
2
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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 Gaithersburg, Montgomery County, State of Maryland on
February 1, 2000.
IGEN International, Inc.
By: /s/ George V. Migausky
-------------------------
Name: George V. Migausky
Title: Vice President and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in their
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
<S> <C> <C>
/s/ * Chief Executive Officer (Principal February 1, 2000
Samuel J. Wohlstadter Executive Officer); Director
/s/ George V. Migausky Vice President and Chief Financial February 1, 2000
---------------------
George V. Migausky Officer (Principal Financial and
Accounting Officer)
/s/ * President; Director February 1, 2000
Richard J. Massey
/s/ * Director February 1, 2000
Edward Lurier
/s/ Director
---------------------
William J. O'Neill
/s/ Robert R. Salsmans
--------------------- Director February 2, 2000
Robert R. Salsmans
/s/ --------------------- Director
Joop Sistermans
*By: /s/ George V. Migausky February 1, 2000
------------------
Attorney-in-Fact
</TABLE>
