As filed with the Securities and Exchange Commission on March , 2009
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ONCOGENEX PHARMACEUTICALS, INC.
(Exact name of registrant
as specified in its charter)
2006 Employee Stock Purchase Plan
(Full title of the plans)
(425) 686-1500
(Telephone number, including area code, of agent for service)
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company. See the definitions of
“large accelerated
filer,” “accelerated filer” and
“smaller reporting company” in Rule 12b-2 of the Exchange Act.
| |
|
|
| Large accelerated
filer o |
|
Accelerated filer ý |
| Non-accelerated filer o |
|
Smaller reporting
company o |
EXPLANATORY NOTE
On
August 8, 2006, OncoGenex Pharmaceuticals, Inc. (formerly known as Sonus Pharmaceuticals,
Inc.) (the
“Registrant”) filed with the Securities and Exchange Commission (the
“Commission”) a
registration statement on Form S-8, Registration No.
333-136393 (this
“Registration Statement”),
for the sale of 100,000 shares of the common stock, $0.001 par value, of
the Registrant (each, a
“Share”) under
the Registrant’s 2006 Employee Stock Purchase Plan (the
“Plan”).
On
February 12, 2009, the Plan was terminated by the Board of Directors of
the Registrant.
Accordingly, the offering of Shares pursuant to the Plan, as contemplated by this Registration
Statement, has terminated.
The Registrant is removing from registration, by means of this
post-effective amendment to this Registration Statement (this
“Post-Effective Amendment No. 1”),
any of the Shares relating to the Plan that were registered under this Registration Statement and
remained unsold at the termination of the offering.
II-2
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant 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 No. 1 to this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Seattle, State of Washington, on
March 26, 2009.
ONCOGENEX PHARMACEUTICALS, INC.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective
Amendment No. 1 to this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
