As filed with the Securities and Exchange Commission on December 5, 2008	File No. 333-80623

 

Delaware (State or other jurisdiction of incorporation or organization)		95-4343413 (I.R.S. Employer Identification No.)
1522 217th Place SE, Suite 100 Bothell, Washington 98021 (Address of Principal Executive Offices) (Zip Code)

Incentive Stock Option, Nonqualified Stock Option and Restricted Stock Purchase Plan – 1991 1995 Stock Option Plan for Directors Employee Stock Purchase Plan

(Full title of the plans)

Stephen Anderson, Chief Financial Officer OncoGenex Pharmaceuticals, Inc. 1522 217th Place SE, Suite 100 Bothell, Washington 98021 (Name and address of agent for service)   (425) 686-1500 (Telephone number, including area code, of agent for service)

Large accelerated filer o	Accelerated filer x
Non-accelerated filer o	Smaller reporting company o

EXPLANATORY NOTE

On December 15, 1995, 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. 333-80623 (this “Registration Statement”), for the sale of 718,154 shares of the common stock, $0.001 par value, of the Registrant (each, a “Share”) under the Registrant’s Incentive Stock Option, Nonqualified Stock Option and Restricted Stock Purchase Plan – 1991 (the “1991 Plan”), 1995 Stock Option Plan for Directors (the “Director Plan”), and Employee Stock Purchase Plan (the “Purchase Plan”).

On December 31, 2005, the Purchase Plan terminated in accordance with its terms. Accordingly, the offering of Shares pursuant to the Purchase 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 Purchase Plan that were registered under this Registration Statement and remained unsold at the termination of the offering.

On October 12, 2000, the Director Plan terminated in accordance with its terms, except for stock options granted prior to such date. On August 21, 2008, the Registrant completed its acquisition (the “Arrangement”) of OncoGenex Technologies Inc. (“OncoGenex Technologies”), as contemplated by the arrangement agreement between the Company and OncoGenex Technologies dated May 27, 2008. Upon completion of the Arrangement, the outstanding stock options to purchase Shares under the Director Plan were terminated in accordance with their respective terms. Accordingly, the offering of Shares pursuant to the Director Plan, as contemplated by this Registration Statement, has terminated. The Registrant is removing from registration, by means of this Post-Effective Amendment No. 1, any of the Shares relating to the Director Plan that were registered under this Registration Statement and remained unsold at the termination of the offering.

On November 1, 2001, the 1991 Plan terminated in accordance with its terms, except for stock options granted prior to such date. The number of Shares issuable under the 1991 Plan pursuant to outstanding stock options does not exceed the number of Shares registered by the Registrant under a registration statement on Form S-8, Registration No. 333-56933. Accordingly, this Registration Statement is unnecessary. The Registrant is removing from registration, by means of this Post-Effective Amendment No. 1, any of the Shares relating to the 1991 Plan that were registered under this Registration Statement and remained unsold.

 

 

 

 

 

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 December 4, 2008.

 

                                                                                            

 

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