POS AM: Post-effective amendment to a registration statement that is not immediately effective upon filing
Published on February 4, 2011
As
filed with the Securities and Exchange Commission on February 4,
2011
Registration
No. 333-161922
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________
Post-Effective Amendment No. 2
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)
Copy
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
(“Securities Act”), check the following box. ¨
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) 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 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 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. ¨
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.
(Check
one):
|
Large
accelerated filer ¨
|
Accelerated
filer ¨
|
|
Non-accelerated
filer ¨
|
Smaller
reporting company x
|
(Do not
check if a smaller reporting company)
DEREGISTRATION
OF UNSOLD SECURITIES
On
September 15, 2009, Novelos Therapeutics, Inc. (the "Company") filed a
Registration Statement on Form S-1 (File No. 333-161922) with the Securities and
Exchange Commission (the "Commission"), which was declared effective on February
12, 2010 and subsequently amended by Post-Effective Amendment No. 1 filed on
April 14, 2010 (the "Registration Statement"). The Registration Statement
initially registered the resale, from time to time, of 19,000,000 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 preferred
stock convertible into Shares in connection with the Company's private
placements of the Company’s Series E
preferred stock in 2009.
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. 2 to the Registration Statement to deregister the
Shares that were previously registered under the Registration Statement,
15,601,703 of which remain, to the best of the Registrant’s knowledge based on
the information available to it, unsold as of the date hereof. The Company is
seeking to deregister these Shares because its obligations to keep the
Registration Statement effective pursuant to the terms of its registration
rights agreements with the selling stockholders have terminated with respect to
all the Shares. The Registration Statement is hereby amended to
effect the deregistration of these 15,601,703 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 February 4, 2011.
|
NOVELOS
THERAPEUTICS, INC.
|
|||
|
By:
|
/s/ Harry S.
Palmin
|
||
|
February
4, 2011
|
Harry
S. Palmin
President
and Chief Executive Officer
|
||
In
accordance with the requirements of the Securities Act of 1933, this
post-effective amendment to the registration statement was signed by the
following persons in the capacities and on the dates stated:
|
Signature
|
Title
|
Date
|
||
|
/s/
Harry S. Palmin
|
Chief
Executive Officer and Director
|
February
4, 2011
|
||
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Harry
S. Palmin
|
(
principal executive officer
)
|
|||
|
/s/
Joanne M. Protano
|
Chief
Financial Officer
|
February
4, 2011
|
||
|
Joanne
M. Protano
|
(
principal financial
officer and principal accounting officer)
|
|||
|
/s/
*
|
Chairman
of the Board of Directors
|
February
4, 2011
|
||
|
Stephen
A. Hill
|
||||
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/s/
*
|
Director
|
February
4, 2011
|
||
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Michael
J. Doyle
|
||||
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/s/
*
|
Director
|
February
4, 2011
|
||
|
Sim
Fass
|
||||
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/s/
*
|
Director
|
February
4, 2011
|
||
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James
S. Manuso
|
||||
|
/s/
*
|
Director
|
February
4, 2011
|
||
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David
B. McWilliams
|
||||
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/s/
*
|
|
Director
|
|
February
4, 2011
|
|
Howard
M. Schneider
|
||||
* /s/ Harry S. Palmin
as attorney-in-fact.