POS AM: Post-effective amendment to a registration statement that is not immediately effective upon filing
Published on September 29, 2008
Registration
No. 333-151396
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________
Post-Effective
Amendment No. 1 to
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
June
3, 2008, Novelos Therapeutics, Inc. (the "Company") filed a Registration
Statement on Form S-1 (File No. 333-151396) (the “Registration Statement”) with
the Securities and Exchange Commission, which was declared effective on June
23,
2008. The Registration Statement registered the resale, from time to time,
of
6,888,413 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, upon the
exercise of warrants (the “Warrants”) to purchase Shares that had been acquired
in connection with the Company's private placements in 2005. All of the warrants
expired unexercised on August 11, 2008, thus no Shares were acquired for resale
by the selling stockholders.
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. 1 to the Registration Statement to deregister
all
of the Shares. The Company is seeking to deregister the Shares because its
obligation to keep the Registration Statement effective pursuant to the terms
of
its registration rights agreements with the selling stockholders terminated
upon
the expiration of the Warrants. The Registration Statement is hereby amended
to
reflect the deregistration of all 6,888,413 of the Shares.
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 September 29, 2008.
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NOVELOS
THERAPEUTICS, INC.
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By:
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/s/
Harry S. Palmin
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September
29, 2008
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Harry
S. Palmin
President
and Chief Executive Officer
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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:
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Signature
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Title
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Date
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/s/
Harry S. Palmin
Harry
S. Palmin
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Chief
Executive Officer and Director
(principal executive
officer)
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September
29, 2008
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/s/
Joanne M. Protano
Joanne
M. Protano
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Chief
Financial Officer
(principal
financial officer and principal accounting officer)
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September
29, 2008
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/s/
Stephen A. Hill*
Stephen
A. Hill
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Chairman
of the Board of Directors
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September
29, 2008
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/s/
Michael J. Doyle*
Michael
J. Doyle
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Director
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September
29, 2008
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/s/
Sim Fass*
Sim
Fass
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Director
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September
29, 2008
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/s/
James S. Manuso*
James
S. Manuso
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Director
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September
29, 2008
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/s/
David B. McWilliams*
David
B. McWilliams
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Director
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September
29, 2008
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/s/
Howard M. Schneider*
Howard
M. Schneider
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Director
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September
29, 2008
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*
Harry
S. Palmin, as attorney-in-fact.