-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ERctm+n3VnPY24D6xF/XGez4NSsjtPsQ0K7uA7E7u+6Ui8KP2sTGFS3Hb5fS2jRT JYtLCjxHl46BzUKeFPeJmg== 0000912057-02-038582.txt : 20021015 0000912057-02-038582.hdr.sgml : 20021014 20021015103635 ACCESSION NUMBER: 0000912057-02-038582 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VISIBLE GENETICS INC CENTRAL INDEX KEY: 0001010819 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-81406 FILM NUMBER: 02788457 BUSINESS ADDRESS: STREET 1: 700 BAY ST STREET 2: SUITE 1000 CITY: TORONTO ONTARIO CANA STATE: A6 ZIP: 00000 BUSINESS PHONE: 2127025700 MAIL ADDRESS: STREET 1: 700 BAY ST STE 1000 STREET 2: TORONTO ONTARIO CANADA CITY: M5G 1Z6 POS AM 1 a2091211zposam.txt FORM F-3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 15, 2002 COMMISSION FILE NO. 333-81406 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VISIBLE GENETICS INC. (Exact name of registrant as specified in its charter and translation of Registrant's name into English) ONTARIO 98-0194462 (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 700 BAY STREET, SUITE 1000 TORONTO, ONTARIO CANADA M5G 1Z6 (416) 813-3240 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) ---------- WILMER, CUTLER & PICKERING 2445 M STREET, NW WASHINGTON, DC 20037 ATTENTION: RICHARD W. CASS (202) 663-6000 (Name, address, including zip code, and a telephone number, including area code, of agent for service) ---------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Offering has terminated. 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. |_| ================================================================================ DEREGISTRATION OF SECURITIES A total of 5,601,435 common shares of Visible Genetics Inc., an Ontario corporation (the "Registrant") were registered under the Securities Act of 1933, as amended, by the filing and effectiveness of a Registration Statement on Form F-3 (File No. 333-81406) (the "Registration Statement"). The purpose of this Post-Effective Amendment No. 1 to the Registration Statement is to deregister and remove from registration such portion of the 5,601,435 common shares previously registered on the Registration Statement that have not been sold as of the date hereof. This action is due to the termination of the offering contemplated by the Registration Statement upon consummation of a transaction among the Registrant, Bayer Corporation, and 2014011 Ontario Inc., a wholly owned subsidiary of Bayer Corporation. Pursuant to that transaction, 2014011 Ontario Inc. acquired all the outstanding common shares (including those subject to the Registration Statement) and outstanding Series A Convertible Preferred Shares of the Registrant and amalgamated with the Registrant to form an amalgamated company ("Amalco"), which retained the corporate name Visible Genetics Inc., under the Business Corporations Act (Ontario). As a result of the transaction, Bayer Corporation owns all of the outstanding common shares of Amalco and Amalco is the successor by amalgamation to the Registrant. No other shares of capital stock of Amalco are outstanding. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Visible Genetics Inc., as successor by amalgamation, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Post-Effective Amendment No. 1 to its Registration Statement of Form F-3 (Registration No. 333-81406) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Province of Ontario, Canada, on the 15th day of October 2002. VISIBLE GENETICS INC. By: /s/ Peter C. Knueppel --------------------------- Peter C. Knueppel President Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement of Form F-3 (Registration No. 333-81406) has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ Peter C. Knueppel President (principal executive October 15, 2002 - ------------------------ officer) Peter C. Knueppel /s/ Thomas J. Clarke Chief Financial Officer October 15, 2002 - ------------------------ (principal financial officer Thomas J. Clarke and principal accounting officer) /s/ Thomas Tithecott Director October 15, 2002 - ------------------------ Thomas Tithecott Authorized Representative in the United States: WILMER, CUTLER & PICKERING October 15, 2002 By: /s/ Richard W. Cass ------------------- Richard W. Cass -----END PRIVACY-ENHANCED MESSAGE-----