As
filed with the Securities and Exchange Commission on January 21,
2010
Registration
No. 333-161241
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
___________________________
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM
F-3
REGISTRATION
STATEMENT
THE
SECURITIES ACT OF 1933
Compugen
Ltd.
(Exact
name of registrant as specified in its charter)
Israel
|
Not
Applicable
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer Identification No.)
|
72
Pinchas Rosen Street,
Tel
Aviv, 69512 Israel
972-3-765-8585
(Address
and telephone number of registrant’s principal executive offices)
__________________
Dikla
Czaczkes Axselbrad,
Chief
Financial Officer
Compugen
Ltd.,
72
Pinchas Rosen Street,
Tel
Aviv, 69512 Israel
Phone:
+972-3-765-8585
Fax:
+972-3-765-8555
(Name,
address, and telephone number of agent for service)
___________________
Copies
to:
Richard
H. Gilden, Esq.
Kramer
Levin Naftalis & Frankel LLP
1177
Avenue of the Americas
New
York, New York 10036
Tel:
212-715-9486
Fax:
212-715-8085
|
Raanan
Lerner, Adv.
Meitar
Liquornik Geva & Leshem Brandwein,
Law
Offices
16
Abba Hillel Rd., Ramat Gan 52506, Israel
Tel:
+972-3-6103655
Fax:
+972-3-6103767
|
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, 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. 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.C. 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.C. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box. o
EXPLANATORY
NOTE
This
Post-Effective Amendment No. 1 to the Registration Statement on Form F-3
(Registration No. 333-161241), as amended (the “Registration Statement”),
originally filed by Compugen Ltd. (the “Registrant”) on August 11, 2009, amends
the Registration Statement to deregister all securities under the Registration
Statement that remain unsold. The Registrant has terminated all
offerings of securities under the Registration Statement.
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-3 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunder duly authorized, in the city of Tel
Aviv, Israel, on January 21, 2010.
|
COMPUGEN
LTD. |
|
|
|
|
|
|
By:
|
/s/ ANAT
COHEN-DAYAG |
|
|
|
Name:
Anat Cohen-Dayag |
|
|
|
Title:
President and Co-Chief Executive Officer |
|
|
|
|
|
|
By:
|
/s/ MARTIN
GERSTEL |
|
|
|
Name:
Martin Gerstel |
|
|
|
Title:
Co-Chief Executive Officer |
|
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated:
Signature
|
Title |
Date |
|
|
/s/ ANAT COHEN-DAYAG
|
President
and Co- Chief Executive
Officer (Principal
Executive Officer) |
January
21, 2010 |
|
|
|
/s/ MARTIN GERSTEL
|
Co-Chief
Executive Officer and Director (Principal
Executive Officer) |
January
21, 2010 |
|
|
|
/s/
DIKLA CZACZKES AXSELBRAD
|
Chief
Financial Officer (Principal
Accounting Officer) |
January
21, 2010 |
Signature
|
Title |
Date |
|
|
/s/ ANAT COHEN-DAYAG*
|
Chairman
of the Board of Directors |
January
21, 2010 |
Dov
Hershberg
|
|
|
|
|
|
|
|
|
|
/s/ ANAT COHEN-DAYAG*
|
Director |
January
21, 2010 |
Yair
Aharonowitz |
|
|
|
|
|
|
|
|
|
/s/ ANAT
COHEN-DAYAG*
|
Director |
January
21, 2010 |
Ruth
Arnon
|
|
|
|
|
|
|
/s/ ANAT COHEN-DAYAG*
|
Director |
January
21, 2010 |
Alex
Kotzer
|
|
|
|
|
|
|
|
|
|
/s/ ANAT COHEN-DAYAG*
|
Director |
January
21, 2010 |
Arie
Ovadia
|
|
|
|
|
|
|
|
|
|
/s/ ANAT COHEN-DAYAG*
|
Director |
January
21, 2010 |
Joshua
Shemer
|
|
|
|
|
|
|
|
|
|
* /s/ ANAT COHEN-DAYAG
|
|
|
January
21, 2010 |
By:
Anat Cohen-Dayag
|
|
|
|
|
(Attorney-in-fact)
|
|
|
|
|