Post-effective Amendment to Registration Statement (pos Am)

Date : 09/05/2019 @ 8:31PM
Source : Edgar (US Regulatory)
Stock : Clovis Oncology Inc (CLVS)
Quote : 11.72  -0.38 (-3.14%) @ 11:25PM
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Post-effective Amendment to Registration Statement (pos Am)

As filed with the Securities and Exchange Commission on September 5, 2019

Registration No. 333-232503

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Clovis Oncology, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   90-0475355

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

5500 Flatiron Parkway, Suite 100

Boulder, Colorado 80301

(303) 625-5000

(Address, including zip code, and telephone number, including area code, of agent for service)

 

 

Patrick J. Mahaffy

President and Chief Executive Officer

Clovis Oncology, Inc.

5500 Flatiron Parkway, Suite 100

Boulder, Colorado 80301

(303) 625-5000

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

 

 

Copies to:

 

Thomas Mark, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

(212) 728-8000

 

Paul E. Gross

Executive Vice President, General Counsel and Chief Compliance Officer

Clovis Oncology, Inc.

5500 Flatiron Parkway, Suite 100

Boulder, Colorado 80301

(303) 625-5000

 

 

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.  ☐

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 of 1933, 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 of 1933, 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 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.  ☐

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.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one).

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer   ☐  (Do not check if a smaller reporting company)    Smaller reporting company  
     Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

 


DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-3 (File No. 333-232503) (the “Registration Statement”), originally filed on July 2, 2019 by Clovis Oncology, Inc. (“Clovis”) with the Securities and Exchange Commission (the “SEC”).

The Registration Statement related to the offer and resale of 1,482,058 shares of Clovis’s Common Stock, par value $0.001 per share (“Common Stock”) by a selling stockholder Antipodean Domestic Partners, L.P., (“Antipodean”). All such 1,482,058 shares of Common Stock have been sold by Antipodean, and therefore, no further shares of the Common Stock will be offered and sold pursuant to the Registration Statement. Clovis therefore is filing this Post-Effective Amendment No. 1 to the Registration Statement to terminate the Registration Statement.

 

-2-


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 an amendment 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 Boulder, State of Colorado, on September 5, 2019.

 

CLOVIS ONCOLOGY, INC.
By:   /s/ Patrick J. Mahaffy
  Patrick J. Mahaffy
  President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed by the following persons in the capacities and on the dates indicated.

 

Name

  

Title

 

Date

/s/ Patrick J. Mahaffy

Patrick J. Mahaffy

  

President and Chief Executive Officer; Director

(Principal Executive Officer)

  September 5, 2019

*

Daniel W. Muehl

  

Executive Vice President and Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

  September 5, 2019

*

Brian G. Atwood

   Director   September 5, 2019

*

Robert W. Azelby

   Director   September 5, 2019

*

James C. Blair

   Director   September 5, 2019

*

Richard A Fair

   Director   September 5, 2019

*

Edward J. McKinley

   Director   September 5, 2019

*

Thorlef Spickschen

   Director   September 5, 2019

*

Ginger L. Graham

   Director   September 5, 2019

 

-3-


Name

  

Title

 

Date

*

Keith Flaherty

   Director   September 5, 2019

*

Paul Klingenstein

   Director   September 5, 2019

Paul E. Gross, by signing his name below, signs this document on behalf of each of the above named persons specified by an asterisk (*), pursuant to a power of attorney duly executed by such persons and filed with the Securities and Exchange Commission in the Registrant’s Registration Statement on July 2, 2019.

 

By:   /s/ Paul E Gross
  Attorney-in-fact
  Paul E. Gross

 

-4-

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