As filed with the Securities and Exchange Commission on August 5, 2008

Registration No. 333-141711

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
TO

FORM S-3

REGISTRATION STATEMENT No. 333-141711
UNDER
THE SECURITIES ACT OF 1933

INTERCELL USA, INC.

(Exact name of registrant as specified in its charter)

Delaware		52-2049149
(State or other jurisdiction		(I.R.S. Employer
of incorporation or organization)		Identification No.)

20 Firstfield Road, Suite 250
Gaithersburg, Maryland 20878
(301) 556-4500
(Address, including zip code, and telephone number, including area code, of registrant’s principal
executive offices)

Thomas Lingelbach
President
Intercell USA, Inc.
20 Firstfield Road, Suite 250
Gaithersburg, Maryland 20878
(301) 556-4500
(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: o

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: o

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. o

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. o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

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 o		Non-accelerated filer   o (Do not check if a smaller reporting company)		Smaller reporting company þ

 

 

DEREGISTRATION OF SECURITIES

     Intercell USA, Inc., formerly known as Iomai Corporation (the “Registrant”), is filing this Post-Effective Amendment No. 1 to its Registration Statement on Form S-3 to withdraw and remove from registration the unissued and unsold shares of the Registrant’s common stock, par value $0.01 per share (the “Common Stock”), issuable by the Registrant pursuant to its Registration Statement on Form S-3 filed with the Securities and Exchange Commission on March 23, 2007, amended by its Registration Statement on Form S-3 filed with the Securities and Exchange Commission on April 18, 2007 (Registration No. 333-141711) (the “Registration Statement”).

     On August 1, 2008, the Registrant’s stockholders approved, at a special meeting of stockholders, an Agreement and Plan of Merger, dated as of May 12, 2008 (the “Merger Agreement”), among the Registrant, Intercell AG, a joint stock corporation incorporated under the laws of the Republic of Austria (“Intercell”), and Zebra Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Intercell (“Merger Sub”). Pursuant to the Merger Agreement, on August 5, 2008 (the “Effective Time”) the Merger Sub was merged with and into the Registrant, with the Registrant continuing as the surviving corporation, as a wholly-owned subsidiary of Intercell (the “Merger”). Immediately following the Effective Time, the Registrant changed its name from Iomai Corporation to Intercell USA, Inc.

     At the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Merger (other than shares owned by Intercell, Merger Sub or their wholly-owned subsidiaries or shares with respect to which appraisal rights were properly exercised under Delaware law) was cancelled and converted into the right to receive $6.60 per share in cash, without interest and less any required withholding taxes.

     As a result of the Merger, the Registrant terminated all offerings of its securities pursuant to its existing registration statements, including the Registration Statement. In accordance with an undertaking made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any shares of its Common Stock which remain unsold at the termination of the offering, the Registrant hereby removes from registration all shares of Common Stock registered under the Registration Statement which remained unsold as of the Effective Time of the Merger.

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-3 and 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 Gaithersburg, State of Maryland, on this 5th day of August, 2008.

     Pursuant to the requirements of Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed by the following persons on August 5, 2008 in the capacities indicated.

Signature		Title		Date
/s/ Thomas Lingelbach
Thomas Lingelbach		President and Director		August 5, 2008
/s/ Gerd Zettlmeissl
Gerd Zettlmeissl		Director		August 5, 2008
/s/ Werner Lanthaler
Werner Lanthaler		Treasurer and Director		August 5, 2008
/s/ Reinhard Kandera
Reinhard Kandera		Secretary		August 5, 2008
/s/ Roman Necina
Roman Necina		Vice President of Operations		August 5, 2008
/s/ Gregory M. Glenn
Gregory M. Glenn		Vice President, Chief Scientific Officer US		August 5, 2008