As filed with the Securities and Exchange Commission on May 15, 2006
REGISTRATION STATEMENT NO. 333-118948
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NOVARTIS VACCINES AND DIAGNOSTICS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 94-2754624
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
4560 Horton Street
Emeryville, CA 94608
(Address of principal executive offices) (Zip Code)
Thomas Kendris, Esq.
Vice President, General Counsel and Secretary
Novartis Vaccines and Diagnostics, Inc.
4560 Horton Street
Emeryville, CA 94608
(Name and address of agent for service)
(510) 655-8730
(Telephone number, including area code, of agent for service)
APPROXIMATE DATE 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. |_|
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. |_|
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.
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration Statement
on Form S-3 (File No. 333-118948) filed by Registrant, formerly known as Chiron
Corporation, on September 13, 2004, as amended on December 10, 2004, registering
$385,000,000 in principal amount of 2 3/4% Convertible Debentures due 2034 (the
"Debentures") and 5,746,279 shares of the common stock of Chiron Corporation
into which the Debentures are convertible to be offered from time-to-time by the
selling shareholders named therein. The Securities and Exchange Commission
declared the Registration Statement effective on December 17, 2004.
The undersigned Registrant hereby removes and withdraws from registration
all securities registered pursuant to this Registration Statement that remain
unissued.
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 Emeryville, County of
Alameda, State of California on May 15, 2006.
NOVARTIS VACCINES AND DIAGNOSTICS,
INC.
By: /s/ Thomas Kendris
----------------------------------------
Name: Thomas Kendris
Title: Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, 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:
By: /s/ Joerg Reinhardt
----------------------------------------
Name: Joerg Reinhardt
Title: Director, President and Chief
Executive Officer (Principal
Executive Officer)
Date: May 15, 2006
By: /s/ Reto Braendli
----------------------------------------
Name: Reto Braendli
Title: Vice President and Chief
Financial Officer (Principal
Financial and Accounting Officer)
Date: May 15, 2006
By: /s/ Raymund Breu
----------------------------------------
Name: Raymund Breu
Title: Director
Date: May 15, 2006
By: /s/ Paulo Costa
----------------------------------------
Name: Paulo Costa
Title: Director
Date: May 15, 2006