As filed with the Securities and Exchange Commission on May 28, 2002

Registration No. 333-63784

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

 

 

 

 

EXPLANATORY NOTE

 

SangStat Medical Corporation, a Delaware corporation (the “Registrant”), filed Registration Statements on Forms S-8 on June 25, 2001 (file no. 333-63784), January 12, 2000 (file no. 333-94555), September 14, 1998 (file no. 333-63345), May 20, 1998 (file no. 333-53181), December 8, 1995 (file no. 033-80155) and April 4, 1994 (file no. 033-77300) to register shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”), for offer or sale pursuant to the SangStat Medical Corporation 1993 Stock Option Plan (the “1993 Plan”).  The Registrant adopted a new stock option plan, the SangStat Medical Corporation 2002 Stock Option Plan (the “2002 Plan”), on March 6, 2002.

 

Upon stockholder approval of the 2002 Plan on May 14, 2002, the 1993 Plan terminated, and shares that were available for grant under the 1993 Plan immediately prior to the termination of the 1993 Plan became available for issuance under the 2002 Plan.  In addition, if the outstanding awards granted under the 1993 Plan expire or otherwise terminate without being exercised, or if any shares of Common Stock are surrendered, or are repurchased by the Registrant, in connection with any outstanding awards granted under the 1993 Plan, the shares subject to such awards and the surrendered or repurchased shares will be available for issuance under the 2002 Plan.

 

Accordingly, by this Post-Effective Amendment No. 1, the Registrant hereby deregisters 400,000 shares of Common Stock covered by this Registration Statement (the “Carried Forward Shares”).  Contemporaneously with the filing of this Post-Effective Amendment No. 1, the Registrant is filing a Registration Statement on Form S-8 to register shares of Common Stock for offer or sale pursuant to the 2002 Plan, including but not limited to the Carried Forward Shares.  In accordance with the principles set forth in Interpretation 89 under Section G of the Manual of Publicly Available Telephone Interpretations of the Division of Corporation Finance of the Securities and Exchange Commission (July 1997) and Instruction E to the General Instructions to Form S-8, this Post-Effective Amendment No. 1 is hereby filed (i) to reallocate the Carried Forward Shares from the 1993 Plan to the 2002 Plan, and (ii) to carry over the registration fees paid for the Carried Forward Shares from this Registration Statement on Form S-8 filed for the 1993 Plan, to the Registration Statement on Form S-8 for the 2002 Plan that is filed contemporaneously with the filing of this Post-Effective Amendment No. 1.

 

 

Item 8.		Exhibits
Exhibit Number		Description
24.1		Power of Attorney (filed as Exhibit 24 to the Registrant’s Registration Statement on Form S-8 (file no. 333-63784), and incorporated herein by reference).

 

2

 

SANGSTAT MEDICAL CORPORATION

 

REGISTRATION STATEMENT ON FORM S–8

 

INDEX TO EXHIBITS

 

Exhibit Number		Documents
24.1		Power of Attorney (filed as Exhibit 24 to the Registrant’s Registration Statement on Form S-8 (file no. 333-63784), and incorporated herein by reference).

 

3

 

SIGNATURES

 

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 be signed on its behalf by the undersigned, thereunto duly authorized, in Fremont, California, on this 28th day of May, 2002.

 

	SANGSTAT MEDICAL CORPORATION
	By:	/s/ Stephen G. Dance
	Name:		Stephen G. Dance
	Title:		Senior Vice President, Finance

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Jean-Jacques Bienaimé*		Chairman of the Board of Directors,
Jean-Jacques Bienaimé		President & Chief Executive Officer (Principal Executive Officer)		May 28, 2002
/s/ Stephen G. Dance		Senior Vice President, Finance		May 28, 2002
Stephen G. Dance, CPA, FCA		(Principal Financial Officer and Accounting Officer)
/s/ Fredric J. Feldman*		Director		May 28, 2002
Fredric J. Feldman, Ph.D.
/s/ Richard D. Murdock*		Director		May 28, 2002
Richard D. Murdock
/s/ Andrew J. Perlman*		Director		May 28, 2002
Andrew J. Perlman, M.D., Ph.D.

 

4

 

			Director		May 28, 2002
	Hollings C. Renton
	/s/ Nicholas J. Simon III*		Director		May 28, 2002
	Nicholas J. Simon III
	/s/ Vincent R. Worms*		Director		May 28, 2002
	Vincent R. Worms

 

 

	*By:	/s/ Stephen G. Dance
		Stephen G. Dance, Attorney-in-Fact

 

5