As filed with the Securities and Exchange Commission on October 1, 2008.

 

Registration No. 333-138866

 

 

 

UNITED STATES

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

 


 

INCYTE CORPORATION

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

94-3136539

(State or other jurisdiction of

 

(I.R.S. Employer

Incorporation or organization)

 

Identification No.)

 

Incyte Corporation

Experimental Station

Route 141 & Henry Clay Road

Building E336

Wilmington, DE 19880

(302) 498-6700

(Address, Including Zip Code, and Telephone Number, Including Area Code, of registrant’s Principal Executive Offices)

 


 

Paul A. Friedman

President and Chief Executive Officer

Incyte Corporation

Experimental Station

Route 141 & Henry Clay Road

Building E336

Wilmington, DE 19880

(302) 498-6700

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

 


 

With copy to:

Stanton D. Wong

Pillsbury Winthrop Shaw Pittman LLP

P.O. Box 7880

San Francisco, CA 94120

Telephone:  (415) 983-1000

 

 

 



 

DEREGISTRATION OF UNSOLD SECURITIES

 

On November 21, 2006, Incyte Corporation (the “Company”) filed its registration statement on Form S-3 (File No. 333-138866) (the “Registration Statement”) covering $151,800,000 aggregate principal amount of 3½% Convertible Subordinated Notes due 2011 (the “Notes”) and the 13,531,224 shares of the Company’s common stock, $.001 par value (“Common Stock”), issuable upon conversion of such Notes to be sold by certain selling securityholders of the Company. On December 8, 2006, the Securities and Exchange Commission (the “Commission”) declared the Registration Statement effective.

 

Pursuant to Rule 477 promulgated under the Securities Act of 1933 and the Company’s undertaking in Item 17 of Part II of this Registration Statement, the Company respectfully requests that the Commission withdraw the Registration Statement, including all amendments and exhibits thereto, with respect to the unsold portion of securities registered thereon. The Registration Statement was filed in order to register the Notes issued to purchasers in a private placement in September 2006 and the shares of Common Stock into which the Notes are convertible.

 

The Company is requesting the withdrawal of the Registration Statement because, pursuant to the terms of the Registration Rights Agreement between the Company and the initial purchaser of the Notes, the Company’s obligations to maintain the effectiveness of the Registration Statement under the Registration Rights Agreement have expired.

 

The Company hereby de-registers the Notes, and shares of its Common Stock into which the Notes are convertible, registered pursuant to the Registration Statement that remain unsold thereunder.

 

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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 Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wilmington, State of Delaware, on October 1, 2008.

 

 

INCYTE CORPORATION

 

 

 

 

 

By:

/s/ David C. Hastings

 

 

David C. Hastings

 

 

Executive Vice President and

 

 

Chief Financial Officer

 

 

(Principal Financial Officer)

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement on Form S-3 has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

 

 

 

 

 

*

 

President and Chief Executive Officer

 

October 1, 2008

Paul A. Friedman

 

(Principal Executive Officer) and Director

 

 

 

 

 

 

 

/s/ David C. Hastings

 

Executive Vice President and Chief
Financial Officer

 

October 1, 2008

David C. Hastings

 

(Principal Financial Officer)

 

 

 

 

 

 

 

 

 

 

 

 

*

 

Vice President, Finance and Treasurer

 

October 1, 2008

Laurent Chardonnet

 

(Principal Accounting Officer)

 

 

 

 

 

 

 

 

 

 

 

 

*

 

Chairman

 

October 1, 2008

Richard U. DeSchutter

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*.

 

Director

 

October 1, 2008

Barry M. Ariko

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*

 

Director

 

October 1, 2008

Julian C. Baker

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*

 

Director

 

October 1, 2008

Paul A. Brooke

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*

 

Director

 

October 1, 2008

Matthew W. Emmens

 

 

 

 

 

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Signature

 

Title

 

Date

 

 

 

 

 

 

 

Director

 

 

John F. Niblack

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Director

 

 

Roy A. Whitfield

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*By /s/ David C. Hastings

 

 

 

 

David C. Hastings
As Attorney in Fact

 

 

 

 

 

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