As filed with the Securities and Exchange Commission on February 25, 2004
Registration No. 333-105508
--------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________
XOMA Ltd.
(Exact name of registrant as specified in its charter)
Bermuda 52-2154066
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2910 Seventh Street
Berkeley, California 94710
(510) 204-7200
(Address, including ZIP code, and telephone number, including
area code, of registrant's principal executive offices)
__________________
CHRISTOPHER J. MARGOLIN, ESQ.
XOMA Ltd.
2910 Seventh Street
Berkeley, California 94710
(510) 204-7292
(Name, address, including ZIP code, and telephone number, including area
code, of agent for service)
__________________
Copy to:
GEOFFREY E. LIEBMANN, ESQ.
CAHILL GORDON & REINDEL
80 Pine Street
New York, New York 10005
(212) 701-3000
__________________
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box.
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. /X/
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.
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. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
Explanatory Note
Pursuant to a Registration Statement on Form S-3 (Registration No.
333-105508) ("Registration Statement"), XOMA Ltd., a Bermuda company (the
"Registrant"), registered 6,000,000 of its common shares. The Registration
Statement was declared effective on June 6, 2003.
The purpose of this Post-Effective Amendment to the Registration Statement
is to deregister and remove from registration the 3,184,097 common shares
previously registered on the Registration Statement that remain unsold. This
action is caused by the Registrant's renegotiation of certain material
provisions of the agreements by which the investor has obligated itself to
purchase common shares of the Registrant and for which the Registration
Statement was filed. The Registrant anticipates filing a new registration
statement on Form S-3 which reflects the new terms of the agreements.
-2-
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 S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Berkeley, State of California, on February 25, 2004.
XOMA LTD.
By: /s/ John L. Castello
---------------------------------
Name: John L. Castello
Title: Chairman of the Board,
President and Chief
Executive Officer
S-1
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
Chairman of the Board, President and Chief February 25, 2004
Executive Officer (Principal Executive
/s/ John L. Castello Officer)
-------------------------------------
John L. Castello
Chief Scientific and Medical Officer and February 25, 2004
* Director
-------------------------------------
Patrick J. Scannon
Vice President, Finance and Chief Financial February 25, 2004
Officer (Principal Financial and Accounting
* Officer)
-------------------------------------
Peter B. Davis
* Director February 25, 2004
-------------------------------------
James G. Andress
* Director February 25, 2004
-------------------------------------
William K. Bowes, Jr.
* Director February 25, 2004
-------------------------------------
Arthur Kornberg
* Director February 25, 2004
-------------------------------------
Steven C. Mendell
* Director February 25, 2004
-------------------------------------
W. Denman Van Ness
* Director February 25, 2004
-------------------------------------
Patrick J. Zenner
* By: /s/ Christopher J.Margolin
------------------------------
Christopher J. Margolin,
Attorney-in-Fact
S-2