As filed with the Securities and Exchange Commission on August 10, 2009
Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

C ERUS C ORPORATION
(Exact name of Registrant as specified in its charter)

Delaware	 	68-0262011	
(State or other jurisdiction of
incorporation or organization)	 	(I.R.S. Employer
Identification No.)	

2411 Stanwell Drive
Concord, California 94520
(925) 288-6000
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Claes Glassell
President and Chief Executive Officer
Cerus Corporation
2411 Stanwell Drive
Concord, California 94520
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Suzanne Sawochka Hooper, Esq.
C OOLEY G ODWARD K RONISH LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94306
(650) 843-5000

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.   x    333-154842
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 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.   ¨
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.   ¨
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.

Large accelerated filer	 	¨	  	Accelerated filer	 	x	
				
Non-accelerated filer	 	¨   (Do not check if a smaller reporting company)	  	Smaller reporting company	 	¨	

CALCULATION OF REGISTRATION FEE

 	
Title of Each Class of Securities To Be Registered	 	Proposed
Maximum
Offering Price
Per Share	 	Proposed Maximum
Aggregate Offering
Price	 	Amount of
Registration Fee	
Preferred Share Purchase Rights(1)	 	(2)	 	(2)	 	(2)	

(1)	Each share of the Registrant’s common stock registered under Registrant’s registration statement on Form S-3 (File No. 333-154842), declared effective by the Securities and Exchange Commission on December 17, 2008, if issued prior to the termination of the Registrant’s rights agreement, dated as of November 3, 1999, as amended, between the Registrant and the rights agent named therein, includes Series C junior participating preferred stock purchase rights (the “Rights”). Prior to the occurrence of certain events, the Rights will not be exercisable or evidenced separately from the Registrant’s common stock, and have no value except as reflected in the market price of the shares of the Registrant’s common stock to which they are attached.	
(2)	The Rights will be issued for no additional consideration and therefore, no additional registration fee is required.	

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) of the Securities Act of 1933.

 

EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This registration statement is being filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and General Instruction IV.A. to Form S-3 solely to register the Series C junior participating preferred stock purchase rights (the “Rights”) attached to the shares of the Registrant’s common stock registered under Registrant’s registration statement on Form S-3 (File No. 333-154842), declared effective by the Securities and Exchange Commission on December 17, 2008 (the “Related Registration Statement”). Each share of the Registrant’s common stock registered under Related Registration Statement, if issued prior to the termination of the Registrant’s rights agreement, dated as of November 3, 1999, as amended, between the Registrant and the rights agent named therein, includes the Rights. Prior to the occurrence of certain events, the Rights will not be exercisable or evidenced separately from the Registrant’s common stock, and have no value except as reflected in the market price of the shares of the Registrant’s common stock to which they are attached.
In accordance with Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction IV.A. to Form S-3, this registration statement incorporates by reference the contents of the Related Registration Statement, including all amendments, supplements and exhibits thereto, and all information incorporated by reference therein, other than the exhibits hereto. The required opinions and consents are listed on the Exhibit Index and are attached to and filed with this 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 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 Concord, State of California, on August 10, 2009.

CERUS CORPORATION	
		
By:	 	/s/ C LAES G LASSELL	
	 	Claes Glassell
President and Chief Executive Officer	
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Name and Signature	 	Title	 	Date	
			
*	 	Chairman of Board of Directors	 	August 10, 2009	
B.J. C ASSIN	 	and Director	 		
			
/s/ C LAES G LASSELL	 	President, Chief Executive Officer
and Director
( Principal Executive Officer )	 	August 10, 2009	
C LAES G LASSELL	 		 		

/s/ K EVIN D. G REEN	 	Vice President, Finance and
Chief Accounting Officer
( Principal Financial Officer and
Principal Accounting Officer )	 	August 10, 2009	
K EVIN D. G REEN	 		 		

*	 	Senior Vice President,
Chief Medical Officer and Director	 	August 10, 2009	
L AURENCE M. C ORASH	 		 		
			
*	 	Director	 	August 10, 2009	
B RUCE C. C OZADD	 		 		
			
*	 	Director	 	August 10, 2009	
T IMOTHY B. A NDERSON	 		 		
			
*	 	Director	 	August 10, 2009	
W ILLIAM R. R OHN	 		 		
			
*	 	Director	 	August 10, 2009	
G AIL S CHULZE	 		 		
				
*By:	 	/s/ C LAES G LASSELL	 		 		
	 	C LAES G LASSELL
A TTORNEY -I N -F ACT	 		 		

EXHIBIT INDEX

Exhibit
Number	  	Description of the Document	
		
  5.1	  	Opinion of Cooley Godward Kronish LLP	
		
23.1	  	Consent of Independent Registered Public Accounting Firm	
		
23.2	  	Consent of Cooley Godward Kronish LLP (included in Exhibit 5.1)	
		
24.1	  	Power of Attorney (1)	

(1)	Previously filed on the signature page to the Registrant’s Registration Statement on Form S-3 (File No. 333-154842), which was declared effective by the Securities and Exchange Commission on December 17, 2008, and incorporated by reference herein.	

Exhibit 5.1
August 10, 2009
Cerus Corporation
2411 Stanwell Drive
Concord, CA 94520
Ladies and Gentlemen:
We have acted as counsel to Cerus Corporation, a Delaware corporation (the “ Company ”), in connection with the filing of a Registration Statement on Form S-3 (the “ Registration Statement ”) pursuant to Rule 462(b) of Regulation C promulgated under the Securities Act of 1933, as amended (the “ Securities Act ”), relating to the registration of Rights to Purchase Series C Junior Participating Preferred Stock (the “ Purchase Rights ”) to be issued pursuant to the Rights Agreement, dated November 3, 1999, as amended (the “ Rights Agreement ”), between the Company and Wells Fargo Bank MN, N.A. (formerly Norwest Bank Minnesota, N.A.) (the “ Rights Agent ”), which such Purchase Rights are associated with and evidenced by the shares of common stock, par value $0.001 per share (“ Common Stock ”), of the Company (the “ Shares ”), registered on the Registration Statement on Form S-3 (No. 333-154842) declared effective on December 17, 2008 (the “ Related Registration Statement ”). The Registration Statement incorporates by reference the Related Registration Statement, including the prospectus that forms a part of the Related Registration Statement (the “ Prospectus ”). The Prospectus provides that it will be supplemented in the future by one or more prospectus supplements (each, a “ Prospectus Supplement ”).
In connection with this opinion, we have examined and relied upon the originals, or copies certified to our satisfaction, of such records, documents, certificates, opinions, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. As to certain factual matters, we have relied upon certificates of the officers of the Company and have not sought to independently verify such matters.
In rendering this opinion, we have assumed: (i) the genuineness and authenticity of all signatures on original documents; (ii) the authenticity of all documents submitted to us as originals; (iii) the conformity to originals of all documents submitted to us as copies; (iv) the accuracy, completeness and authenticity of certificates of public officials; and (v) the due authorization, execution and delivery of all documents where authorization, execution and delivery are prerequisites to the effectiveness of such documents. We have also assumed that, at the time of issuance and sale of any Shares and associated Purchase Rights, a sufficient number of shares of Common Stock is authorized and reserved or available for issuance and that the consideration for the issuance and sale of such Shares and associated Purchase Rights is not less than the par value of the Common Stock, and that, prior to any offering and sale of the Shares and associated
 
FIVE PALO ALTO SQUARE, 3000 EL CAMINO REAL, PALO ALTO, CA 94306-2155 T: (650) 843-5000 F: (650) 849-7400 WWW.COOLEY.COM

Cerus Corporation
August 10, 2009
Page Two
 
Purchase Rights, the Company’s board of directors (the “ Board ”), including any appropriate committee appointed thereby, will duly authorize the price at which the Shares and associated Purchase Rights are to be issued and sold.
Our opinion herein is expressed solely with respect to the federal laws of the United States and the Delaware General Corporation Law. We express no opinion as to whether the laws of any jurisdiction are applicable to the subject matter hereof. We are not rendering any opinion as to compliance with any federal or state antifraud law, rule or regulation relating to securities, or to the sale or issuance thereof.
On the basis of the foregoing and in reliance thereon, and subject to the qualifications herein stated, we are of the opinion that, with respect to any offering of the Shares and associated Purchase Rights, provided that: (i) the Registration Statement, as finally amended, has become effective; (ii) an appropriate Prospectus Supplement with respect to the Shares and associated Purchase Rights has been prepared, delivered and filed in compliance with the Securities Act and the applicable rules and regulations promulgated thereunder; (iii) if the Shares and associated Purchase Rights are to be sold pursuant to a purchase, underwriting or similar agreement, such agreement has been duly authorized, executed and delivered by the Company and the other parties thereto and has become a valid and binding agreement of the Company; (iv) the Board, including any appropriate committee appointed thereby, and appropriate officers of the Company have taken all necessary corporate action to approve the issuance of the Shares and associated Purchase Rights and related matters; and (v) the issuance and sale of the Shares and associated Purchase Rights do not violate any applicable law or the operative certificate of incorporation or bylaws of the Company or result in a default under or breach of any agreement or instrument binding upon the Company and comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, then the Shares and associated Purchase Rights, when issued and sold in accordance with any duly authorized, executed and delivered purchase, underwriting or similar agreement, will be duly authorized and validly issued, and the Common Stock will be fully paid and nonassessable.
This opinion assumes, with your consent, that the Rights Agreement has been duly authorized, executed and delivered by the Rights Agent, and that the Board has acted in accordance with its fiduciary duties in adopting the Rights Agreement. This opinion does not address whether the Board may be required to redeem or terminate, or take other action with respect to, the Purchase Rights in the future based on the facts and circumstances then existing. Moreover, this opinion addresses corporate procedures in connection with the issuance of the Purchase Rights associated with the Shares, and not any particular provision of the Purchase Rights or the Rights Agreement. It should be understood that it is not settled whether the invalidity of any particular provision of a rights agreement or purchase rights issued thereunder would invalidate such rights in their entirety.
 
FIVE PALO ALTO SQUARE, 3000 EL CAMINO REAL, PALO ALTO, CA 94306-2155 T: (650) 843-5000 F: (650) 849-7400 WWW.COOLEY.COM

Cerus Corporation
August 10, 2009
Page Three
 
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Prospectus and any Prospectus Supplement included in the Registration Statement and the Related Registration Statement.

Sincerely,	
	
Cooley Godward Kronish LLP	
		
By:	 	/s/ Chadwick L. Mills	
	 	Chadwick L. Mills	
 
FIVE PALO ALTO SQUARE, 3000 EL CAMINO REAL, PALO ALTO, CA 94306-2155 T: (650) 843-5000 F: (650) 849-7400 WWW.COOLEY.COM

Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-3) and related Prospectus of Cerus Corporation for the registration of Series C junior participating preferred stock purchase rights and to the incorporation by reference therein of our reports dated March 10, 2009, with respect to the consolidated financial statements for Cerus Corporation, and the effectiveness of internal control over financial reporting of Cerus Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2008, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
San Jose, California
August 7, 2009