Unassociated Document
As
filed with the Securities and Exchange Commission on November 13,
2006
Registration
No. 333-130796
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Post-Effective
Amendment No. 1
to
FORM
F-1
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
GENTIUM
S.p.A.
(Exact
Name of Registrant as Specified in its Charter)
NOT
APPLICABLE
(Translation
of Registrant’s Name into English)
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Republic
of Italy
(State
or other jurisdiction of
incorporation
or organization)
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2834
(Primary
Standard Industrial
Classification
Code Number)
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Not
Applicable
(I.R.S.
Employer
Identification
Number)
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Piazza
XX Settembre 2
22079
Villa Guardia (Como), Italy
+39
031 385111
(Address,
including zip code, and telephone number,
including
area code, of Registrant’s principal executive offices)
CT
Corporation System
111
Eighth Avenue, 13th Floor
New
York, New York 10011
(212) 894-8940
(Name,
address, including zip code, and telephone number, including area code, of
agent
for service)
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Copies
to:
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Theodore
L. Polin, Esq.
Christopher
M. Locke, Esq.
Epstein
Becker & Green, P.C.
250
Park Avenue
New
York, New York 10177
(212)
351-4500 (Phone) (212) 661-0989
(Fax)
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Approximate
date of commencement of proposed sale to the public: Not
applicable.
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,
check the following box: S
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 post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earliest 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
This
post-effective amendment shall become effecitve in accordance with Section
8(c)
of the Securities Act of 1933, as amended, on such date that the Securities
and
Exchange Commission, acting pursuant to said Section 8(c), may
determine.
EXPLANATORY
NOTE
On
December 30, 2005, Gentium S.p.A. filed a Registration Statement on Form F-1
(Registration No. 333-130796) (the “Form F-1 Registration Statement”)
registering the resale of certain outstanding ordinary shares and ordinary
shares issuable upon exercise of warrants by selling securityholders. On January
26, 2006, the company filed an Amendment No. 1 to the Form F-1 Registration
Statement. On January 30, 2006, the Securities and Exchange Commission declared
the Form F-1 Registration Statement effective.
The
company filed two registration statements on Forms F-3 (Registration Nos.
333-137551
and 333-138202)
on September 22, 2006 and October 25, 2006, respectively, registering the resale
of the ordinary shares whose resale was originally registered on the Form F-1
Registration Statement. Such Form F-3 registration statements were declared
effective by the Securities and Exchange Commission on October 6, 2006 and
October 31, 2006, respectively. As a result, the company does not need to
maintain the registration of the resale of those securities on the Form F-1
Registration Statement.
The
company wishes to discontinue the effectiveness of the Form F-1 Registration
Statement. In accordance with the undertaking of the company in Part II of
the
Form F-1 Registration Statement and in accordance with Rules 477 of the
Securities Act of 1933, as amended, the company hereby withdraws the Form F-1
Registration Statement with respect to the unsold portion of securities
registered thereunder and hereby deregisters the ordinary shares registered
thereunder.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933 the registrant certifies
that
it has reasonable grounds to believe that it meets all of the requirements
for
filing on Form F-1 and has duly caused this Post-Effective Amendment No. 1
to Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Villa Guardia (Como) Italy, on this
10th day
of
November, 2006.
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GENTIUM
S.P.A.
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By: |
/s/
Dr. Laura Ferro
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Dr. Laura
Ferro
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President
and Chief Executive Officer
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