As filed with the Securities and Exchange Commission on May 2, 2008
Registration No. 333-131751
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RENOVIS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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94-3353740
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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Two Corporate Drive
South San Francisco, California 94080
(650) 266-1400
(Address of principal executive offices, including zip code, and telephone number)
Renovis, Inc. 2006 Employment Commencement Incentive Plan
Amended and
Restated Renovis, Inc. 2003 Stock Plan
Renovis, Inc. Employee Stock Purchase Plan
(Full title of the plans)
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-8 (File No. 333-131751) (the Registration Statement) of Renovis, Inc., a Delaware
corporation (the Company), pertaining to the registration of 1,460,763 shares of the Companys common stock, par value $0.001 per share (Common Stock), to which this Post-Effective Amendment No. 1 relates, was
filed with the Securities and Exchange Commission and became effective on February 10, 2006.
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 Companys 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 Companys 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 Companys Common Stock pursuant to its existing registration statements, including the Registration Statement. The Company hereby removes from registration all shares of the Companys Common Stock
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-8 and has duly
caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in Hamburg, Germany, on this 2nd day of May, 2008.
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Renovis, Inc.
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By:
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/s/ Jörn Aldag
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Jörn Aldag
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President and Chief Executive Officer
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By:
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/s/ Klaus Maleck
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Klaus Maleck
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Chief Financial Officer
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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-8 has been signed by the following persons in the capacities indicated and on the 2nd day of May, 2008.
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Signature
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Title
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/s/ Jörn Aldag
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President & Chief Executive Officer
(Principal Executive Officer)
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May 2, 2008
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Jörn Aldag
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/s/ Klaus Maleck
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Chief Financial Officer
(Principal Financial Officer)
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May 2, 2008
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Klaus Maleck
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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.
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By:
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/s/ Cony dCruz
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Name:
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Cony dCruz
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Title:
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Senior Vice President of Business Development
Evotec AG
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Authorized Representative in the United States
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