As filed with the Securities and Exchange Commission on December 7, 2007

Registration No. 333-146966

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1 TO

 

FORM S-8

 

REGISTRATION STATEMENT

Under

The Securities Act of 1933

 

 

BIOMIRA INC.

(Exact name of Registrant as specified in its charter)

 

 

CANADA

 

Edmonton Research Park
2011-94 Street, Edmonton, Alberta
Canada T6N1H1

 

NOT APPLICABLE

(State or other jurisdiction of
incorporation or organization)

 

(Address of principal executive offices)

 

(I.R.S. Employer
Identification No.)

 

 

AMENDED AND RESTATED SHARE OPTION PLAN

(Full title of the plan)

 

 

 

PHS Corporate Services, Inc.

Hercules Plaza, Suite 5100

1313 Market Street

P.O. Box 1709

Wilmington, DE 19899-1709

 

(Name and address of agent for service)

 

 

(302) 777-6500

(Telephone number, including area code, of agent for service)

 

 

 

Copy to :

 

 

 

 

 

Patrick J. Schultheis

Robert Kornegay

Wilson Sonsini Goodrich & Rosati

Professional Corporation

701 Fifth Avenue, Suite 5100

Seattle, Washington 98104

(206) 883-2500

 

 

 


 

EXPLANATORY NOTE

 

This post-effective amendment is being filed solely to correct the “Proposed Maximum Offering Price Per Share” from $14.95 to $1.86711, so that the Calculation of Registration Fee would read as follows:

 

CALCULATION OF REGISTRATION FEE

 

Title of Securities
to be
Registered

 

Amount
to be
Registered (1)

 

Proposed
Maximum
Offering
Price Per
Share (2)

 

Proposed
Maximum
Aggregate
Offering
Price

 

Amount of
Registration
Fee

 

Common Shares

 

11,691,533 shares

 

$

1.86711

 

$

21,829,378

 

$

670.16

 

 

(1)

 

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement covers, in addition to the number of common shares shown above, any additional common shares to be offered or sold pursuant to the Amended and Restated Share Option Plan.

 

 

 

(2)

 

This calculation is made solely for the purpose of determining the registration fee pursuant to the provisions of Rule 457(c) and (h) under the Securities Act as follows: (i) in the case of common shares which may be purchased upon exercise of outstanding options, the fee is calculated on the basis of the weighted average exercise price at which the options may be exercised; and (ii) in the case of common shares for which options have not yet been granted and/or stock awards have not yet been issued and the price of which is therefore unknown, the fee is calculated on the basis of the average of the high and low prices per Common Share on the NASDAQ Global Market as of October 23, 2007.

 

 


 

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-8 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 Edmonton, Alberta, on December 7, 2007.

 

 

BIOMIRA INC.

 

 

 

 

By:

/s/ Edward A. Taylor

 

 

Edward A. Taylor

 

 

Chief Financial Officer and Vice President of

 

Finance

 

Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment no. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

 

 

 

 

 

*

 

President, Chief Executive Officer and

 

December 7, 2007

Robert L. Kirkman

 

Director (Principal Executive Officer)

 

 

 

 

 

 

 

 

 

Chief Financial Officer and Vice

 

 

/s/ Edward A. Taylor

 

President of Finance (Principal

 

December 7, 2007

Edward A. Taylor

 

Accounting and Financial Officer)

 

 

 

 

 

 

 

*

 

Chairman and Director

 

December 7, 2007

Christopher S. Henney

 

 

 

 

 

 

 

 

 

*

 

Director

 

December 7, 2007

Michael C. Welsh

 

 

 

 

 

 

 

 

 

*

 

Director

 

December 7, 2007

Richard L. Jackson

 

 

 

 

 

 

 

 

 

*

 

Director

 

December 7, 2007

S. Robert Blair

 

 

 

 

 

 

 

 

 

*

 

Director

 

December 7, 2007

W. Vickery Stoughton

 

 

 

 

 

* Executed on December 7, 2007 by Edward A. Taylor as attorney-in-fact under power of attorney granted by the registration statement on Form S-8 filed by Biomira Inc. on October 26, 2007.

 

 

/s/ Edward A. Taylor

 

Edward A. Taylor

 

Attorney-in-fact

 

 

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