Registration No. 333-77609

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

NOVAVAX, INC.

(Exact name of registrant as specified in its charter)

Delaware		22-2816046
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

(Address, including zip code, and telephone number, of registrant’s principal executive offices)

(Name, address, including zip code, and telephone number, of agent for service of process)

With a copy to:
David A. White, Esq.
White White & Van Etten LLP
55 Cambridge Parkway
Cambridge, Massachusetts 02142
(617) 225-6900

     Approximate date of commencement of proposed sale to the public: Not applicable.

     If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

     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 only in connection with dividend or interest reinvestment plans, check the following box. o

     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. o

     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. o

     If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

     If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

 

 

DEREGISTRATION OF SECURITIES

     On May 3, 1999, Novavax, Inc., a Delaware corporation (the “Registrant”), filed a Registration Statement on Form S-3, File No. 333-77609 (as amended on July 21, 1999 and August 4, 1999, the “Registration Statement”) registering the offering for resale from time to time of up to an aggregate 2,260,541 shares (the “Shares”) of its common stock, par value $.01 per share, by those certain selling shareholders identified in the prospectus constituting part of the Registration Statement.

     In accordance with the undertaking contained in the Registration Statement pursuant to Item 512(a) of Regulation S-K, the Registrant is filing this Post-Effective Amendment No. 1 to the Registration Statement to remove from registration all Shares remaining unsold under the Registration Statement as of the date hereof (the “Unsold Shares”). The Registrant is deregistering the Unsold Shares because its contractual obligation to maintain the effectiveness of the Registration Statement with respect to the Shares pursuant to certain agreements with the selling shareholders has terminated and/or expired.

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. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Malvern, State of Pennsylvania on January 17, 2006.

		NOVAVAX, INC.
		By:		/s/ Rahul Singhvi
				Rahul Singhvi, President and
				Chief Executive Officer

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Rahul Singhvi and Dennis W. Genge and each or any one of them, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments and registration statements filed pursuant to Rule 462) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection wherewith, ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

NAME		TITLE		DATE
/s/ Rahul Singhvi		President, Chief Executive		January 17, 2006
Rahul Singhvi		Officer and Director
/s/ Dennis W. Genge		Vice President, Treasurer and		January 17, 2006
Dennis W. Genge		Chief Financial Officer (Principal
		Financial and Accounting Officer)

NAME		TITLE		DATE
/s/ Gary C. Evans		Chairman of the Board		January 11, 2006
Gary C. Evans
/s/ Mitchell J. Kelly		Director		January 17, 2006
Mitchell J. Kelly
/s/ J. Michael Lazarus		Director		January 17, 2006
J. Michael Lazarus, M.D.
/s/ John O. Marsh, Jr.		Director		January 17, 2006
John O. Marsh, Jr.
/s/ Michael A. McManus		Director		January 17, 2006
Michael A. McManus
/s/ Denis M. O’Donnell		Director		January 17, 2006
Denis M. O’Donnell, M.D.