POS AM: Post-effective amendment to a registration statement that is not immediately effective upon filing
Published on May 22, 2008
Registration
No. 333-133043
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________
Post-Effective
Amendment No. 3 to Form SB-2 on
FORM
S-1
REGISTRATION
STATEMENT
Under
THE
SECURITIES ACT OF 1933
______________
NOVELOS
THERAPEUTICS, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction
of
incorporation or organization)
|
2834
(Primary
Standard Industrial
Classification
Code Number)
|
04-3321804
(I.R.S.
employer
identification
number)
|
One
Gateway Center
Suite
504
Newton,
Massachusetts 02458
(617)
244-1616
(Address
and telephone number of principal executive offices)
Harry
S. Palmin
President
and Chief Executive Officer
Novelos
Therapeutics, Inc.
One
Gateway Center, Suite 504
Newton,
Massachusetts 02458
(617)
244-1616
(Name,
address and telephone number of agent for service)
Copies
to:
Paul
Bork, Esq.
Foley
Hoag LLP
155
Seaport Boulevard
Boston,
Massachusetts 02110
(617)
832-1000
________________
Approximate
date of commencement of proposed sale to the public:
Not
applicable.
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:
o
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 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
the
Form is a post-effective amendment filed pursuant to Rule 462(d) 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
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
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
|
Large
accelerated filer
o
|
Accelerated
filer
o
|
|
Non-accelerated
filer
o
(Do not check if a smaller reporting company)
|
Smaller
reporting company
x
|
DEREGISTRATION
OF UNSOLD SECURITIES
On
April
6, 2006, Novelos Therapeutics, Inc. (the "Company") filed a Registration
Statement on Form SB-2 (File No. 333-133043) with the Securities and Exchange
Commission (the "Commission"), which was declared effective on April 19, 2006
and subsequently amended by Post-Effective Amendment No. 1 and Post-Effective
Amendment No. 2 filed on November 17, 2006 and March 21, 2007, respectively
(the
"Registration Statement"). The Registration Statement registered the resale
from
time to time, of 34,285,449 shares (the "Shares") of the Company's common stock,
par value $0.00001 per share. The Shares were registered to permit resales
of
such Shares by the selling stockholders, as named in the Registration Statement,
who acquired Shares, preferred stock convertible into Shares and warrants to
purchase Shares in connection with the Company's private placements in 2005
and
2006.
In
accordance with the undertaking of the Company contained in the Registration
Statement pursuant to Item 512 of Regulation S-K, the Company is filing this
Post-Effective Amendment No. 3 to the Registration Statement to deregister
the
Shares that were previously registered under the Registration Statement, but
remain unsold as of the date hereof. As of the date of this filing, to the
best
of the Registrant’s knowledge based on the information available to it,
26,573,344 Shares remain unsold under the Registration Statement. The Company
is
seeking to deregister these Shares because its obligation to keep the
Registration Statement effective pursuant to the terms of its registration
rights agreements with the selling stockholders has terminated with respect
to
all the Shares except 2,727,200 shares issuable upon exercise of warrants
expiring on August 9, 2008. The Company plans to satisfy this obligation by
filing a new registration statement covering such shares. The Registration
Statement is hereby amended to reflect the deregistration of these 26,573,344
Shares.
2
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly
caused this post-effective amendment to the registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized in the City of
Newton, Commonwealth of Massachusetts, on May 22, 2008.
|
|
|
|
|
|
|
NOVELOS
THERAPEUTICS, INC.
|
||
|
|
|
|
|
|
|
By:
|
/s/
Harry S. Palmin
|
|
|
May
22, 2008
|
Harry
S. Palmin
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:
|
Signature
|
Title
|
Date
|
||
|
/s/
Harry S. Palmin
|
Chief Executive Officer and Director |
May
22, 2008
|
||
|
Harry
S. Palmin
|
(principal executive
officer)
|
|
||
|
/s/
Joanne M. Protano
|
Chief Financial Officer |
May
22, 2008
|
||
|
Joanne
M. Protano
|
(principal
financial officer and principal accounting officer)
|
|
||
|
|
Chairman
of the Board of Directors
|
|||
| Stephen A. Hill | ||||
| /s/ Michael J. Doyle* |
Director
|
May
22, 2008
|
||
|
Michael
J. Doyle
|
|
|
||
|
/s/
Sim Fass*
|
Director
|
May
22, 2008
|
||
| Sim Fass | ||||
|
Director
|
||||
| James S. Manuso | ||||
|
/s/
David B. McWilliams*
|
Director
|
May
22, 2008
|
||
|
David
B. McWilliams
|
|
|
||
| /s/ Simyon Palmin* |
Director
|
May
22, 2008
|
||
|
Simyon
Palmin
|
|
|
||
| /s/ Howard M. Schneider* |
Director
|
May
22, 2008
|
||
|
Howard
M. Schneider
|
|
|
*
Harry
S. Palmin, as attorney-in-fact.