Post-effective Amendment to Registration Statement (pos Am)
01 April 2016 - 9:35PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on April 1, 2016
Registration No. 333-38167
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
Form S-3
UNDER
THE
SECURITIES ACT OF 1933
AFFYMETRIX, INC.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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77-0319159
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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3420 CENTRAL EXPRESSWAY
SANTA CLARA, CA 95051
(408) 731-5000
(Address,
Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
SETH H.
HOOGASIAN
PRESIDENT AND SECRETARY
AFFYMETRIX, INC.
3420
CENTRAL EXPRESSWAY
SANTA CLARA, CA 95051
(408) 731-5000
(Name,
Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
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.
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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.
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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):
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
Affymetrix,
Inc., a Delaware corporation (the
Registrant
) is filing this Post-Effective Amendment No. 1 to the registration statement on Form S-3, Registration No. 333-38167, filed with the Securities and Exchange Commission on
October 17, 1997 (the
Registration Statement
), registering the sale of 1,725,000 shares of the Registrants common stock, no par value (the
Securities
).
On January 8, 2016, the Registrant entered into an Agreement and Plan of Merger (the
Merger Agreement
) with Thermo Fisher Scientific
Inc., a Delaware corporation (
Thermo Fisher
), and White Birch Merger Co., a Delaware corporation and a wholly owned subsidiary of Thermo Fisher (
Merger Sub
), pursuant to which, on March 31, 2016, Merger Sub
merged with and into the Registrant, with the Registrant continuing as the surviving company and a wholly owned subsidiary of Thermo Fisher (the
Merger
).
In connection with the Merger, the Registrant has terminated all offerings of the Registrants securities pursuant to its existing registration
statements, including the Registration Statement. Accordingly, pursuant to the undertakings contained in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the Securities registered that remain
unsold at the termination of the offering, the Registrant is filing this post-effective amendment to the Registration Statement to deregister, and does hereby remove from registration, all Securities that had been registered under the Registration
Statement that remain unsold as of the date hereof, if any.
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 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 Waltham,
State of Massachusetts, on April 1, 2016.
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AFFYMETRIX, INC.
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By:
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/s/ Seth H. Hoogasian
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Name: Seth H. Hoogasian
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Title: President and Secretary
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* Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this
Post-Effective Amendment.
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