As filed with the Securities and Exchange Commission on March 25, 2004
Registration No. 333-70134
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NUVELO, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 363855489 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
675 Almanor Avenue
Sunnyvale, California 94085
(408) 215-4000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Ted W. Love
President and Chief Executive Officer
Nuvelo, Inc.
675 Almanor Avenue
Sunnyvale, California 94085
(408) 215-4000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Alan C. Mendelson, Esq.
LATHAM & WATKINS LLP
135 Commonwealth Drive
Menlo Park, California 94025
(650) 328-4600
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 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. ¨
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 delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ¨
This Post-Effective Amendment shall become effective in accordance with Section 8(c) of the Securities Act of 1933, on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(c) may determine.
TERMINATION OF REGISTRATION
This Post-Effective Amendment No. 2 relates to the Registration Statement on Form S-3 (File No. 333-70134) (the “Registration Statement”) filed by Nuvelo, Inc., a Nevada corporation (“Nuvelo”) with respect to the registration of shares on behalf of certain selling stockholders of Nuvelo. Nuvelo is filing this Post-Effective Amendment No. 2 to deregister the unsold securities under the 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 Post-Effective Amendment No. 2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunnyvale, State of California, on this 25th day of March 2004.
| Nuvelo, Inc. | ||
| By: | /s/ Ted W. Love* | |
| Ted W. Love, M.D. President, Chief Executive Officer and Director | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Ted W. Love* Dr. Ted Love |
Chief Executive Officer and Director |
March 25, 2004 | ||
| /s/ Peter S. Garcia Peter S. Garcia |
Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | March 25, 2004 | ||
| /s/ George B. Rathmann* Dr. George B. Rathmann |
Chairman of the Board of Directors |
March 25, 2004 | ||
| /s/ Dr. Philippe O. Chambon* Dr. Philippe O. Chambon |
Director |
March 25, 2004 | ||
| /s/ Mark Perry* Mark Perry |
Director |
March 25, 2004 | ||
| /s/ Mary K. Pendergast* Mary K. Pendergast |
Director |
March 25, 2004 | ||
| /s/ Martin A. Vogelbaum* Martin A. Vogelbaum |
Director |
March 25, 2004 | ||
| /s/ Barry L. Zubrow* Barry L. Zubrow |
Director |
March 25, 2004 | ||
| *By: | /s/ Peter S. Garcia | |
| Attorney-in-fact | ||