Renovis Inc - Post-Effective Amendment to Registration Statement (POS AM)
05 Maio 2008 - 7:02AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on May 2, 2008
Registration No. 333-122762
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
RENOVIS, INC.
(Exact Name of Registrant as Specified in Its Charter)
|
|
|
Delaware
|
|
94-3353740
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification No.)
|
Two Corporate Drive
South San Francisco, California 94080
(650) 266-1400
(Address of principal executive offices, including zip code, and telephone number)
Jörn Aldag
President and Chief Executive Officer
Renovis, Inc.
Two Corporate Drive
South San Francisco, California 94080
(650) 266-1400
(Name, address, and telephone number, including area code, of agent for service)
with a copy to:
Stanford N. Goldman,
Jr. Esq.
Daniel H. Follansbee, Esq.
Eric J. Loumeau, Esq.
Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
One
Financial Center
Boston, MA 02111
(617) 542-6000
DEREGISTRATION OF UNSOLD SECURITIES
The Registration Statement on Form S-3, as amended on May 6, 2005 and May 23, 2005 (File No. 333-122762) (the Registration
Statement) of Renovis, Inc., a Delaware corporation (the Company), pertaining to the registration of debt securities, common stock, preferred stock and warrants to purchase debt securities, common stock or preferred
stock, including an indeterminate number of securities that may be issued in primary offerings or upon exercise, conversion or exchange of any securities registered thereunder that provide for exercise, conversion or exchange (the
Securities), to which this Post-Effective Amendment No. 1 relates, was filed with the Securities and Exchange Commission and became effective on May 25, 2005.
Evotec Aktiengesellschaft, a corporation organized under the Federal Republic of Germany (Evotec) and the Company entered into an
Agreement and Plan of Merger dated September 18, 2007, as amended to date, (the Merger Agreement), pursuant to which, among other things, Shape Acquisition Sub, Inc., a Delaware corporation and wholly-owned subsidiary
of Evotec, would be merged with and into the Company, the Company would become a wholly-owned subsidiary of Evotec, all outstanding shares of the Companys common stock, par value $0.001 per share (Common Stock) will be
automatically canceled and will cease to exist, and will be converted into the right to receive 0.5271 American Depositary Shares, or ADSs, of Evotec, with each Evotec ADS representing two ordinary shares of Evotec (the Merger).
On May 1, 2008, the Company held a special meeting of stockholders at which the Companys stockholders approved and adopted the
Merger Agreement and the transactions contemplated thereby and approved the Merger. The Merger became effective upon filing of a Certificate of Merger with the Secretary of State of the State of Delaware on May 2, 2008 (the Effective
Time).
As a result of the Merger, the Company has terminated all offerings of the Companys Common Stock pursuant to its
existing registration statements, including the Registration Statement. The Company hereby removes from registration all shares of the Companys Securities registered under the Registration Statement which remain unsold as of the Effective
Time.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in Hamburg, Germany, on this 2nd day of May, 2008.
|
|
|
Renovis, Inc.
|
|
|
By:
|
|
/s/ Jörn Aldag
|
|
|
Jörn Aldag
|
|
|
President and Chief Executive Officer
|
|
|
By:
|
|
/s/ Klaus Maleck
|
|
|
Klaus Maleck
|
|
|
Chief Financial Officer
|
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective
Amendment No. 1 to the Registration Statement on Form S-3 has been signed by the following persons in the capacities indicated and on the 2nd day of May, 2008.
|
|
|
|
|
Signature
|
|
Title
|
|
|
|
|
|
/s/ Jörn Aldag
Jörn Aldag
|
|
President & Chief Executive Officer
(Principal
Executive Officer)
|
|
May 2, 2008
|
|
|
|
/s/ Klaus Maleck
Klaus
Maleck
|
|
Chief Financial Officer
(Principal Financial Officer)
|
|
May 2, 2008
|
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the undersigned on this 2nd day of May, 2008.
|
|
|
By:
|
|
/s/ Cony dCruz
|
Name:
|
|
Cony dCruz
|
Title:
|
|
Senior Vice President of Business Development Evotec AG
|
|
|
Authorized Representative in the United States
|
Renovis (MM) (NASDAQ:RNVS)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
Renovis (MM) (NASDAQ:RNVS)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024