Pharmasset Inc. (fka VRUS)

[oc631]

VRUS’ new shelf registration is explained by the fact that the shelf registration filed in 2008 just expired (#msg-30111152).

The shelf from 2008 expires June 18TH, 2011. This mixed shelf obviously supercedes that offering.







Filing Guidance for Companies Replacing Expiring Shelf Registration Statements in Accordance with Securities Act Rules 415(a)(5) and (6)
November 21, 2008

Under Rule 415(a)(5), registration statements relating to continuous or delayed offerings that rely on Rule 415(a)(1)(vii), (ix) or (x) may not be used for offers or sales once the registration statements are more than three years old. Rules 415(a)(5) and (6) provide a mechanism to replace expiring registration statements. Because November 28, 2008 will be the first date by which issuers will be required to update and consolidate their registration statements in accordance with Rule 415(a)(5), we have received numerous questions from issuers subject to the rule. We are issuing this guidance today to help issuers file replacement registration statements and understand how Rule 415(a)(5) and (6) work with regard to continued offerings of previously registered securities, the inclusion of such securities on a replacement registration statement, and the use of previously paid fees to offset new fee obligations.

1) Question: When does the three-year period specified in Rule 415(a)(5) expire?

Answer: The three-year period in Rule 415(a)(5) begins on the initial effective date of the registration statement, except that for registration statements effective before December 1, 2005, the three-year period begins on December 1, 2005 and ends on November 30, 2008. After November 30, 2008 an issuer may use a registration statement that was effective on or before December 1, 2005 to offer and sell securities only to the extent permitted by the grace period provisions of Rule 415(a)(5).