-----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, S82QIonVAwEDuBmV41LvioF5dGBIYRlXjHZy9vzGuxJtSWz6F10FRc9jnb0W3w4G g58JOsDJviqBH5QCBPToqA== 0000930661-03-001867.txt : 20030423 0000930661-03-001867.hdr.sgml : 20030423 20030423160403 ACCESSION NUMBER: 0000930661-03-001867 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030423 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NPS PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000890465 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 870439579 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-76532 FILM NUMBER: 03660170 BUSINESS ADDRESS: STREET 1: 420 CHIPETA WAY STE 240 CITY: SALT LAKE CITY STATE: UT ZIP: 84108-1256 BUSINESS PHONE: 8015834939 POS AM 1 dposam.htm FORM S-3 POST EFFECTIVE AMENDEMENT NUMBER 1 Form S-3 Post Effective Amendement Number 1

As filed with the Securities and Exchange Commission on April 23, 2003

Registration No. 333-76532


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

 


 

NPS PHARMACEUTICALS, INC.

(Exact name of Registrant as specified in its charter)

 


 

Delaware

 

87-0439579

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer Identification Number)

 

420 Chipeta Way

Salt Lake City, Utah 84108-1256

(801) 583-4939

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

 


 

James U. Jensen

Vice President, Legal Affairs, General Counsel

and Secretary

420 Chipeta Way

Salt Lake City, Utah 84108-1256

(801) 583-4939

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

 


 

Copies to:

Robert G. O’Connor, Esq.

Wilson Sonsini Goodrich & Rosati

Professional Corporation

2795 E. Cottonwood Parkway, Suite 300

Salt Lake City, Utah 84121

(801) 993-6400

 


 

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, 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.    ¨

 


 

The Registration Fee was previously calculated and paid in connection with the filing of the Registration Statement pursuant to Rule 457(o).

 


 

No exhibits are filed with this Post-Effective Amendment.

 



 

By this Amendment, NPS Pharmaceuticals, Inc. (the “Company”) eliminates the potential for any further use of the Shelf Registration Statement which was first filed with the Securities and Exchange Commission (the “Commission”) on January 10, 2002.

 

The Company previously registered the issuance in one or more offerings (the “Offering”) of an aggregate of $250,000,000 of debt securities, common stock, preferred stock, depository shares and warrants and any combination thereof (the “Registered Securities”). The Offering was registered pursuant to a Registration Statement on Form S-3 (File No. 333-76532) filed with the Commission on January 10, 2002, as amended. As part of this Offering, the Company filed with the Commission a final Prospectus Supplement on October 25, 2002, whereunder the Company offered and sold 4,600,000 shares of common stock at an aggregate purchase price of $110,170,000. Accordingly, an aggregate of $139,830,000 of Registered Securities remains available for distribution by the Registrant pursuant to the Registration Statement (the “Remaining Shares”).

 

The Company has determined to conclude the Offering and, as a consequence, the Company is filing this post-effective Amendment solely to remove from registration the Remaining Shares

 

II-1


 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant 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 Salt Lake City, State of Utah, on April 22, 2003.

 

NPS PHARMACEUTICALS, INC.

By:

 

/s/    JAMES U. JENSEN        


   

James U. Jensen

   

Vice President, Legal Affairs,

General Counsel and Secretary

 

Pursuant to the requirements of the Securities Act of 1933, on April 22, 2003, this Amendment to the Registration Statement has been signed by the following persons in the capacities indicated:

 

Signature


  

Title


 

Date


/s/    HUNTER JACKSON*      


Hunter Jackson

  

President, Chief Executive Officer (Principal Executive Officer) and Chairman of the Board of Directors

 

April 22, 2003

/s/    MORGAN R. BROWN      


Morgan R. Brown

  

Chief Accounting Officer

 

April 22, 2003

/s/    SANTO J. COSTA*      


Santo J. Costa

  

Director

 

April 22, 2003

/s/    JOHN R. EVANS*      


John R. Evans

  

Director

 

April 22, 2003

/s/    JAMES G. GRONINGER*      


James G. Groninger

  

Director

 

April 22, 2003

/s/    JOSEPH KLEIN, III*      


Joseph Klein, III

  

Director

 

April 22, 2003

/s/    DONALD E. KUHLA*      


Donald E. Kuhla

  

Director

 

April 22, 2003

/s/    THOMAS N. PARKS*      


Thomas N. Parks

  

Director

 

April 22, 2003

/s/    EDWARD RYGIEL*      


Edward Rygiel

  

Director

 

April 22, 2003

/s/    CALVIN STILLER*      


Calvin Stiller

  

Director

 

April 22, 2003

 

II-2


/s/    PETER G. TOMBROS*      


Peter G. Tombros

  

Director

 

April 22, 2003

*By:

 

/s/    JAMES U. JENSEN        


James U. Jensen

Attorney-in-Fact

        
-----END PRIVACY-ENHANCED MESSAGE-----