As filed with the Securities and Exchange Commission on July 13, 2009

Registration No. 333-148325

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1
to
Form S-3

GTx, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		62-1715807 (I.R.S. Employer Identification Number)

Approximate date of commencement of proposed sale to the public:
Not Applicable

     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, as amended, 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.

 

 

DEREGISTRATION OF SECURITIES

     GTx, Inc. (the “Registrant”) is filing this Post-Effective Amendment No. 1 to its Registration Statement on Form S-3 (File No. 333-148325) (the “Registration Statement”) to deregister the shares of the Registrant’s common stock, par value $0.001 per share (the “Shares”), registered with the Securities and Exchange Commission on the Registration Statement.

     The Registrant is filing this Post-Effective Amendment No. 1 to the Registration Statement to deregister the Shares because the Registrant’s obligation to keep the Registration Statement effective pursuant to the terms of the Registrant’s registration rights agreement with the selling stockholder indentified in the prospectus included in the Registration Statement has expired. The Registrant hereby terminates the effectiveness of the Registration Statement and deregisters all of the Shares registered on the Registration Statement that were not resold thereunder as of the date hereof.

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 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 Memphis, State of Tennessee, on this 13th day of July, 2009.

     Pursuant to the requirements of the Securities Act of 1933, 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.

Signature		Title		Date
/s/ Mitchell S. Steiner   Mitchell S. Steiner, M.D., F.A.C.S.		Chief Executive Officer, Vice-Chairman and Director  (Principal Executive Officer)		July 13, 2009
/s/ Mark E. Mosteller   Mark E. Mosteller		Chief Financial Officer (Principal Accounting and Financial Officer)		July 13, 2009
*   J.R. Hyde, III		Chairman of the Board of Directors		July 13, 2009
*   Marc S. Hanover		Director		July 13, 2009
*   Michael G. Carter, M.D.		Director		July 13, 2009
*   Andrew M. Clarkson		Director		July 13, 2009
*   J. Kenneth Glass		Director		July 13, 2009
*   Robert W. Karr, M.D.		Director		July 13, 2009
*   Rosemary Mazanet, M.D., Ph.D.		Director		July 13, 2009
*   John H. Pontius		Director		July 13, 2009
*   Timothy R. G. Sear		Director		July 13, 2009