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As filed with the Securities and Exchange Commission on March 30, 1998
Registration No. 333-16175
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AVIGEN, INC.
(Exact name of registrant as specified in its charter)
DELAWARE _________ 13-3647113
(STATE OF INCORPORATION) (I.R.S. EMPLOYER
IDENTIFICATION NO.)
1201 HARBOR BAY PARKWAY, SUITE 1000
ALAMEDA, CA 94502
(510) 748-7150
(Address, including zip code, and telephone number, including area code of
Registrant's principal executive offices)
JOHN MONAHAN, Ph.D.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
AVIGEN, INC.
1201 HARBOR BAY PARKWAY, SUITE 1000
ALAMEDA, CA 94502
(510) 748-7150
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
THOMAS J. PAULSON ALAN C. MENDELSON, ESQ.
VICE PRESIDENT, FINANCE AND COOLEY GODWARD LLP
CHIEF FINANCIAL OFFICER FIVE PALO ALTO SQUARE
AVIGEN, INC. 3000 EL CAMINO REAL
1201 HARBOR BAY PARKWAY, SUITE 1000 PALO ALTO, CA 94306
ALAMEDA, CA 94502 (650) 843-5000
(510) 748-7150
FAX (510) 748-7155
Approximate date of commencement of proposed sale to the public:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
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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 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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TERMINATION OF OFFERING AND REMOVAL
OF SECURITIES FROM REGISTRATION
As of March 15, 1998, the Registrant completed the sale to the public of
15,390 shares of Common Stock of the Registrant pursuant to the Registration
Statement and 228,515 shares of Common Stock remained available for sale
thereunder.
The Unit Purchase Agreement between the Registrant and the Selling
Stockholders provided that the Registration Statement would remain effective
until the earliest date upon which the Selling Stockholders were able to sell
the shares of Common Stock under Rule 144 of the Securities Act of 1933, as
amended. Since April 30, 1997, the Registrant is no longer obligated to keep
the Registration Statement effective.
Pursuant to an undertaking made in the Registration Statement, the
Registrant hereby removes from registration 228,515 shares of Common Stock
of the Registrant.
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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 the
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Alameda, County of Alameda, State of California
on March 26, 1998.
Avigen, Inc.
By: /s/ John Monahan
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John Monahan, Ph.D.
President, Chief Executive Officer
and Director
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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 dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ John Monahan, Ph.D. President, Chief Executive March 30, 1998
- ----------------------------- Officer and Director
John Monahan, Ph.D. (principal executive officer)
Thomas J. Paulson* Vice President, Finance and March 30, 1998
- ----------------------------- Chief Financial Officer and
Thomas J. Paulson Secretary (principal
financial officer)
Philip J. Whitcome, Ph.D.* Chairman of the Board March 30, 1998
- -----------------------------
Philip J. Whitcome, Ph.D.
Zola Horovitz, Ph.D.* Director March 30, 1998
- -----------------------------
Zola Horovitz, Ph.D.
Yuichi Iwaki, M.D., Ph.D* Director March 30, 1998
- -----------------------------
Yuichi Iwaki, M.D., Ph.D
Richard T. Pratt* Director March 30, 1998
- -----------------------------
Richard T. Pratt
John K.A. Prendergast, Ph.D.* Director March 30, 1998
- -------------------------------
John K.A. Prendergast, Ph.D.
Lindsay A. Rosenwald, M.D.* Director March 30, 1998
- -----------------------------
Lindsay A. Rosenwald, M.D.
Leonard P. Shaykin* Director March 30, 1998
- -----------------------------
Leonard P. Shaykin
</TABLE>
* By: /s/ John Monahan
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John Monahan, Ph.D.
Attorney-in-Fact
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