Sirtris Pharmaceuticals, Inc. - Post-Effective Amendment to an S-8 filing (S-8 POS)
June 05 2008 - 5:14PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on June 5, 2008
Registration No. 333-145535
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-145535
Under
The Securities Act of 1933
Sirtris Pharmaceuticals Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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20-1410189
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(State or Other Jurisdiction of
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(I.R.S. Employer
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Incorporation or Organization)
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Identification Number)
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200 Technology Square
Cambridge, MA 02139
(617) 252-6920
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Amended and Restated 2004 Incentive Plan
(Full Titles of Plans)
Christoph Westphal, M.D., Ph.D.
President and Chief Executive Officer
200 Technology Square
Cambridge, MA 02139
(617) 252-6920
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
With a copy to:
Marc Rubenstein, Esq.
Ropes & Gray LLP
One International Place
Boston, Massachusetts 02110
(617) 951-7000
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment relates to the following Registration Statement on Form S-8 of
Sirtris Pharmaceuticals Inc. (the “Company”) (the “Registration Statement”):
File No. 333-145535, pertaining to the registration of 3,284,620 shares of common stock, par
value $0.001 per share of the Company (“Common Stock”), which was filed with the Securities and
Exchange Commission (the “SEC”) and became effective on August 17, 2007;
On April 22, 2008, the Company, Fountain Acquisition Corporation (“Purchaser”), a Delaware
corporation and a wholly-owned subsidiary of SmithKline Beecham Corporation, a Pennsylvania
corporation (“Parent”) and a wholly-owned subsidiary of GlaxoSmithKline plc, a public limited
company organized under the laws of England and Wales (“GSK”), entered into an Agreement and Plan
of Merger which contemplated that Purchaser would merge with and into the Company, with the Company
surviving as a wholly owned subsidiary of Parent (the “Merger”). The Merger became effective on
June 5, 2008 at 5:00 p.m., New York City time as a result of the filing of the Certificate of
Ownership and Merger with the Secretary of State of the State of Delaware.
As a result of the Merger, the offerings pursuant to the Registration Statement have been
terminated. In accordance with undertakings made by the Company in the Registration Statement to
remove from registration, by means of post-effective amendment, any of the securities which remain
unsold at the termination of the offering, the Company hereby removes from registration the
securities of the Company registered but unsold under the Registration Statement.
TABLE OF CONTENTS
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Sirtris Pharmaceuticals, Inc.
certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by
the undersigned, thereunto duly authorized, in the Town of Cambridge, Commonwealth of
Massachusetts, on June 5, 2008.
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SIRTRIS PHARMACEUTICALS, INC.
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By:
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/s/ Christoph Westphal
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Name:
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Christoph Westphal
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Title:
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President, Chief Executive Officer and Vice Chairman
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment has
been signed by the following persons, in the capacities indicated, as of June 5, 2008.
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Signature
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Title
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/s/ Christoph Westphal
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President, Chief Executive Officer and Vice Chairman
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Principal Financial Officer
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Principal Accounting Officer
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Director
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Director
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Director
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Director
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Director
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Director
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Director
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* By:
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/s/ Christoph Westphal
Christoph Westphal
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As Attorney-in-Fact
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