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 Company’s 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 Company’s 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 Company’s Common Stock pursuant to its existing registration statements, including the Registration Statement. The Company hereby removes from registration all shares of the Company’s 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 d’Cruz

Name:   Cony d’Cruz
Title:   Senior Vice President of Business Development Evotec AG
  Authorized Representative in the United States
Renovis (MM) (NASDAQ:RNVS)
Historical Stock Chart
Von Mai 2024 bis Jun 2024 Click Here for more Renovis (MM) Charts.
Renovis (MM) (NASDAQ:RNVS)
Historical Stock Chart
Von Jun 2023 bis Jun 2024 Click Here for more Renovis (MM) Charts.