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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 17, 1998
REGISTRATION NO.333-46409
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NOVAVAX, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-2816046
(State of incorporation) (I.R.S. Employer Identification Number)
8320 GUILFORD ROAD
COLUMBIA, MD 21046
(301) 854-3900
(Address, including zip code, and telephone number,
of registrant's principal executive offices)
JOHN A. SPEARS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
NOVAVAX, INC.
8320 GUILFORD ROAD
COLUMBIA, MD 21046
(301) 854-3900
(Name, address, including zip code, and telephone number,
of agent for service of process)
With a copy to:
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DAVID A. WHITE, ESQ.
WHITE & MCDERMOTT, P.C.
65 WILLIAM STREET
WELLESLEY, MASSACHUSETTS 02481
(781) 431-1700
Approximate date of commencement of proposed sale to the public: As soon
as practicable and 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 only in connection with dividend or
interest reinvestment plans, check the following box. [ ]
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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. [X]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
PURPOSE OF AMENDMENT
The contents of the Registration Statement on Form S-3, No. 333-46409,
as filed with the Securities and Exchange Commission ("SEC") on February 17,
1998 (the "February 1998 Registration Statement") are hereby incorporated herein
by reference to the extent not replaced hereby.
The Registrant registered 2,206,350 shares of its common stock in the
February 1998 Registration Statement, 1,129,902 shares of which have not been
sold or otherwise transferred. Pursuant to an undertaking in Item 17(a)(3) of
the February 1998 Registration Statement, the Registrant hereby requests
deregistration of the 1,129,902 shares of the Registrant's common stock
previously registered under the February 1998 Registration Statement which have
not been sold or otherwise transferred.
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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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Columbia, State of Maryland on March 28, 2001.
NOVAVAX, INC.
By: /s/ Dennis Genge
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Dennis Genge, Vice President
and Treasurer, Chief Financial Officer
NAME TITLE DATE
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/s/ John A. Spears President and March 28, 2001
------------------ Chief Executive Officer
John A. Spears and Director
/s/ Dennis W. Genge Vice President and Treasurer March 28, 2001
------------------- Chief Financial Officer
Dennis W. Genge (Principal Financial and
Accounting Officer)
Director March 28, 2001
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Gary C. Evans
/s/ William E. Georges Director March 28, 2001
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William E. Georges
/s/ Mitchell J. Kelly Director March 28, 2000
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Mitchell J. Kelly
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/s/ J. Michael Lazarus Director March 28, 2001
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J. Michael Lazarus
/s/ John O. Marsh, Jr. Director March 28, 2001
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John O. Marsh, Jr.
/s/ Michael A. McManus Director March 28, 2001
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Michael A. McManus
Director March 28, 2001
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Denis M. O'Donnell
/s/ Ronald H. Walker Director March 28, 2001
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Ronald H. Walker