POS AM No. 2 to Form S-3 Registration No. 333-70134

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