13-3304550
|
|
(I.R.S.
Employer
|
|
of
Incorporation or Organization)
|
Identification
No.)
|
Large
accelerated filer ¨
|
Accelerated
filer ¨
|
Non-accelerated
filer ¨
(Do not check if a smaller reporting company)
|
Smaller
reporting company x
|
Title
of
Securities
to be Registered
|
Amount to be
Registered(1)
|
|
Proposed
Maximum
Offering Price
Per Share (2)
|
|
Proposed
Maximum
Aggregate
Offering Price (2)
|
|
Amount of
Registration Fee
|
|
|||||
Common Stock,
$.01 par value
|
940,000
shares
|
$
|
1.34
|
|
$
|
1,259,600
|
|
$
|
49.50
|
||||
Rights
to Purchase Series A Preferred Stock
|
|
(3)
|
|
(3)
|
|
(3)
|
None
|
(1)
|
The
number of shares of common stock, par value $.01
per share (“Common Stock”), stated above consists of the aggregate number
of shares which may be sold upon the exercise
of options which have been granted or upon the exercise of options
or
issuance of stock awards which may hereafter be granted under the
Synvista
Therapeutics, Inc. 2005 Stock Plan (the “Plan”). The maximum number of
shares which may be sold upon the exercise of such options or issuance
of
stock awards granted under the Plan are subject to adjustment in
accordance with certain anti-dilution and other provisions of the
Plan.
Accordingly, pursuant to Rule 416 under the Securities Act of 1933,
as amended (the “Securities Act”), this Registration Statement covers, in
addition to the number of shares stated above, an indeterminate number
of
shares which may be subject to grant or otherwise issuable after
the
operation of any such anti-dilution and other
provisions.
|
(2)
|
This
calculation is made solely for the purpose of determining the registration
fee pursuant to the provisions of Rule 457(c) and (h) under the
Securities Act as follows: (i) in the case of shares of Common Stock
which may be purchased upon exercise of outstanding options, the
fee is
calculated on the basis of the price at which the options may be
exercised; and (ii) in the case of shares of Common Stock for which
options and stock awards have not yet been granted and the option
price of
which is therefore unknown, the fee is calculated on the basis of
the
average of the high and low sale prices per share of the Common Stock
on
the American Stock Exchange as of a date (September 19,
2008) within five business days prior to filing this Registration
Statement.
|
(3)
|
No
separate consideration will be received for the Rights to purchase
Series
A Preferred Stock.
|
(1)
|
The
Registrant’s Annual Report on Form 10-K/A for the fiscal year ended
December 31, 2007, filed on April 29,
2008.
|
(2)
|
The
Registrant’s Annual Report on Form 10-K for the fiscal year ended December
31, 2007, filed on March 31, 2008.
|
(3)
|
The
Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31,
2008, filed on May 14, 2008.
|
(4)
|
The
Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30,
2008, filed on August 14, 2008.
|
(5)
|
The
Registrant’s Current Report on Form 8-K, filed on January 23,
2008.
|
(6)
|
The
Registrant’s Current Report on Form 8-K, filed on March 26,
2008.
|
(7)
|
The
Registrant’s Current Report on Form 8-K, filed on July 25,
2008.
|
(8)
|
The
portions of the Registrant’s Definitive Proxy Statement on Schedule 14A
that are deemed “filed” with the Commission under the Exchange Act, filed
on June 3, 2008.
|
(9)
|
The
description of the Registrant's Common Stock included in the Registrant's
Registration Statement on Form 8-A filed under the Exchange Act,
filed on
November 1, 1991, including any amendment or report filed for the
purpose
of updating such description.
|
(10)
|
The
description of the Rights under the Registrant’s Amended and Restated
Stockholder Rights Agreement (which are currently transferred with
the
Registrant’s Common Stock) contained in the Registrant’s Registration
Statement on Form 8-A/A (File No. 001-16043), filed under the Exchange
Act
on July 27, 2005, including any amendment or report filed for the
purposes
of updating such description.
|
(4.1)
|
Certificate
of Amendment of Amended and Restated Certificate of Incorporation
of the
Company dated July 22, 2008. (Incorporated by reference to Exhibit
3.1 to
the Company’s Current Report on Form 8-K, filed on July 24, 2008, SEC File
Number 001-16043.)
|
|
(4.2)
|
Amended
and Restated Certificate of Incorporation of the Company dated July
23,
2007. (Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2007, SEC File
Number
001-16043.)
|
|
(4.3)
|
Amended
and Restated By-Laws of the Company (Incorporated by reference to
Exhibit
3.1 to the Company’s Current Report on Form 8-K, filed on December 7,
2007, SEC File Number 001-16043.)
|
|
(4.4)
|
Amended
and Restated Stockholder Rights Agreement between the Company and
American
Stock Transfer & Trust Company as Rights Agent, dated as of July 27,
2005. (Incorporated by reference to Exhibit 4.1 to the Company’s
Registration Statement on Form 8-A/A filed on July 27, 2005, SEC
File
Number 001- 16043.)
|
|
(4.5)
|
Amendment
No. 1 to Stockholder Rights Agreement by and between the Company
and
American Stock Transfer & Trust Company, dated as of January 11, 2007.
(Incorporated by reference to Exhibit 10.7 to the Company’s Current Report
on Form 8-K filed on January 16, 2007, SEC File No.
001-16043.)
|
|
(4.6)
|
Registration
Rights Agreement by and between the Company and the Purchasers named
therein, dated as of April 19, 2006. (Incorporated by reference to
Exhibit
10.2 to the Company’s Registration Statement on Form S-3 filed on May 31,
2006, SEC File No. 333-134584.)
|
|
(4.7)
|
Registration
Rights Agreement by and between the Company and the Purchasers named
therein, dated as of September 13, 2006. (Incorporated by reference
to
Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on
September 19, 2006, SEC File No. 001-16043.)
|
|
(4.8)
|
Registration
Rights Agreement among the Company and the Purchasers named therein,
dated
as of January 11, 2007. (Incorporated by reference to Exhibit 10.4
to the
Company’s Current Report on Form 8- K filed on January 16, 2007, SEC File
No. 001-16043.)
|
|
(4.9)
|
Form
of Registration Rights Agreement among the Company and each Purchaser
identified on the signature pages thereto. (Incorporated by reference
to
Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on April
11, 2007, SEC File No. 001-16043.)
|
|
(4.10)
|
Amendment
No. 1 to Registration Rights Agreement dated May 14, 2007 by and
among the
Company and the purchasers identified on the signature pages to that
certain Registration Rights Agreement dated as of January 11, 2007.
(Incorporated by reference to Exhibit 10.1 to the Company’s Current Report
on Form 8- K filed on May 18, 2007, SEC File Number
001-16043.)
|
|
(4.11)
|
Amendment
No. 1 to Registration Rights Agreement dated September 7, 2007 by
and
among the Company and the purchasers identified on the signature
pages to
that certain Registration Rights Agreement dated as of July 25, 2007.
(Incorporated by reference to Exhibit 10.1 to the Company’s Current Report
on Form 8-K filed on September 13, 2007, SEC File Number
001-16043.)
|
|
(4.12)
|
Form
of Common Stock Purchase Warrant, dated July 2, 2004. (Incorporated
by
reference to Exhibit 4.10 to the Company’s Annual Report on Form 10-K for
the year ended December 31, 2005, SEC File Number
000-16043.)
|
|
(4.13)
|
Form
of Common Stock Purchase Warrant, dated January 5, 2005. (Incorporated
by
reference to Exhibit 4.11 to the Company’s Annual Report on Form 10-K for
the year ended December 31, 2005, SEC File Number
000-16043.)
|
|
(4.14)
|
Form
of Common Stock Purchase Warrant issued to Investors pursuant to
the
Securities Purchase Agreement by and between the Company and the
Purchasers named therein, dated as of April 19, 2006. (Incorporated
by
reference to Exhibit 10.27 to the Company’s Registration Statement on Form
S-3 filed on May 31, 2006, SEC File No. 333-134584.)
|
|
(4.15)
|
Form
of Common Stock Purchase Warrant issued to Investors pursuant to
the
Securities Purchase Agreement by and between the Company and the
Purchasers named therein, dated as of September 13, 2006. (Incorporated
by
reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K
filed on September 19, 2006, SEC File No. 001-16043.)
|
|
(4.16)
|
Series
B Preferred Stock and Warrant Purchase Agreement, as amended, among
the
Company and the Purchasers named therein, dated as of April 5, 2007
(Incorporated by reference to Exhibit 10.1 to the Company’s Current Report
on Form 8-K filed on April 11, 2007, SEC File Number
001-16043.)
|
|
(4.17)
|
Form
of Preferred Stock Purchase Warrant to be issued to the Purchasers
pursuant to the Series B Preferred Stock and Warrant Purchase Agreement,
dated as of April 5, 2007. (Incorporated by reference to Exhibit
10.4 to
the Company’s Current Report on Form 8-K filed on April 11, 2007, SEC File
No. 001-16043.)
|
|
(5.1)
|
Opinion
of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. as to the
legality
of shares being registered.*
|
|
(23.1)
|
Consent
of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included
in
opinion of counsel filed as Exhibit 5.1).
|
|
(23.2)
|
Consent
of J.H. Cohn LLP. *
|
|
(24)
|
Power
of Attorney (set forth on the signature page of this Registration
Statement).
|
|
(99.1)
|
Synvista
Therapeutics, Inc. 2005 Stock Plan, as
amended.*
|
(a)
|
Item
512(a) of Regulation S-K. The
undersigned Registrant hereby
undertakes:
|
(1)
To file, during any period in which offers or sales are being made,
a
post-effective amendment to this Registration
Statement:
|
(b)
|
Item
512(b) of Regulation S-K.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of
the Registrant’s annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each
filing
of an employee benefit plan’s annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference
in
this Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering
of
such securities at that time shall be deemed to be the initial bona
fide
offering thereof.
|
(c)
|
Item
512(h) of Regulation S-K.
Insofar
as indemnification for liabilities arising under the Securities Act
of
1933 may be permitted to directors, officers and controlling persons
of
the Registrant pursuant to the foregoing provisions, or otherwise,
the
Registrant has been advised that in the opinion of the Securities
and
Exchange Commission such indemnification is against public policy
as
expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the
payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense
of any action, suit or proceeding) is asserted by such director,
officer
or controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter
has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the
final
adjudication of such issue.
|
SYNVISTA
THERAPEUTICS, INC.
|
|
By:
|
/s/
Noah Berkowitz, M.D., Ph.D.
|
Noah
Berkowitz, M.D., Ph.D.
|
|
President
and Chief Executive Officer
|
Signature
|
Title
|
Date
|
||
/s/
Noah Berkowitz, M.D., Ph.D.
|
President,
|
September
22, 2008
|
||
Noah
Berkowitz, M.D., Ph.D.
|
Chief
Executive Officer and
|
|||
Director
|
||||
/s
Wendy A. Milci
|
(principal
financial
|
September
22, 2008
|
||
Wendy
A. Milici
|
officer)
|
|||
/s/
Alex D’Amico
|
(principal
accounting
|
September
22, 2008
|
||
Alex
D’Amico
|
officer)
|
|||
/s/
Wayne P. Yetter
|
Director
|
September
22, 2008
|
||
Wayne
P. Yetter
|
||||
/s/
Mary C. Tanner
|
Director
|
September
22, 2008
|
||
Mary
C. Tanner
|
||||
/s/
John F. Bedard
|
Director
|
September
22, 2008
|
||
John
F. Bedard
|
Exhibit
No.
|
Description
of Exhibit
|
|
(4.1)
|
Certificate
of Amendment of Amended and Restated Certificate of Incorporation
of the
Company dated July 22, 2008. (Incorporated by reference to Exhibit
3.1 to
the Company’s Current Report on Form 8-K, filed on July 24, 2008, SEC File
Number 001-16043.)
|
|
(4.2)
|
Amended
and Restated Certificate of Incorporation of the Company dated July
23,
2007. (Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2007, SEC File
Number
001-16043.)
|
|
(4.3)
|
Amended
and Restated By-Laws of the Company (Incorporated by reference to
Exhibit
3.1 to the Company’s Current Report on Form 8-K, filed on December 7,
2007, SEC File Number 001-16043.)
|
|
(4.4)
|
Amended
and Restated Stockholder Rights Agreement between the Company and
American
Stock Transfer & Trust Company as Rights Agent, dated as of July 27,
2005. (Incorporated by reference to Exhibit 4.1 to the Company’s
Registration Statement on Form 8-A/A filed on July 27, 2005, SEC
File
Number 001- 16043.)
|
|
(4.5)
|
Amendment
No. 1 to Stockholder Rights Agreement by and between the Company
and
American Stock Transfer & Trust Company, dated as of January 11, 2007.
(Incorporated by reference to Exhibit 10.7 to the Company’s Current Report
on Form 8-K filed on January 16, 2007, SEC File No.
001-16043.)
|
|
(4.6)
|
Registration
Rights Agreement by and between the Company and the Purchasers named
therein, dated as of April 19, 2006. (Incorporated by reference to
Exhibit
10.2 to the Company’s Registration Statement on Form S-3 filed on May 31,
2006, SEC File No. 333-134584.)
|
|
(4.7)
|
Registration
Rights Agreement by and between the Company and the Purchasers named
therein, dated as of September 13, 2006. (Incorporated by reference
to
Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on
September 19, 2006, SEC File No. 001-16043.)
|
|
(4.8)
|
Registration
Rights Agreement among the Company and the Purchasers named therein,
dated
as of January 11, 2007. (Incorporated by reference to Exhibit 10.4
to the
Company’s Current Report on Form 8- K filed on January 16, 2007, SEC File
No. 001-16043.)
|
|
(4.9)
|
Form
of Registration Rights Agreement among the Company and each Purchaser
identified on the signature pages thereto. (Incorporated by reference
to
Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on April
11, 2007, SEC File No. 001-16043.)
|
|
(4.10)
|
Amendment
No. 1 to Registration Rights Agreement dated May 14, 2007 by and
among the
Company and the purchasers identified on the signature pages to that
certain Registration Rights Agreement dated as of January 11, 2007.
(Incorporated by reference to Exhibit 10.1 to the Company’s Current Report
on Form 8- K filed on May 18, 2007, SEC File Number
001-16043.)
|
|
(4.11)
|
Amendment
No. 1 to Registration Rights Agreement dated September 7, 2007 by
and
among the Company and the purchasers identified on the signature
pages to
that certain Registration Rights Agreement dated as of July 25, 2007.
(Incorporated by reference to Exhibit 10.1 to the Company’s Current Report
on Form 8-K filed on September 13, 2007, SEC File Number
001-16043.)
|
(4.12)
|
Form
of Common Stock Purchase Warrant, dated July 2, 2004. (Incorporated
by
reference to Exhibit 4.10 to the Company’s Annual Report on Form 10-K for
the year ended December 31, 2005, SEC File Number
000-16043.)
|
|
(4.13)
|
Form
of Common Stock Purchase Warrant, dated January 5, 2005. (Incorporated
by
reference to Exhibit 4.11 to the Company’s Annual Report on Form 10-K for
the year ended December 31, 2005, SEC File Number
000-16043.)
|
|
(4.14)
|
Form
of Common Stock Purchase Warrant issued to Investors pursuant to
the
Securities Purchase Agreement by and between the Company and the
Purchasers named therein, dated as of April 19, 2006. (Incorporated
by
reference to Exhibit 10.27 to the Company’s Registration Statement on Form
S-3 filed on May 31, 2006, SEC File No. 333-134584.)
|
|
(4.15)
|
Form
of Common Stock Purchase Warrant issued to Investors pursuant to
the
Securities Purchase Agreement by and between the Company and the
Purchasers named therein, dated as of September 13, 2006. (Incorporated
by
reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K
filed on September 19, 2006, SEC File No. 001-16043.)
|
|
(4.16)
|
Series
B Preferred Stock and Warrant Purchase Agreement, as amended, among
the
Company and the Purchasers named therein, dated as of April 5, 2007
(Incorporated by reference to Exhibit 10.1 to the Company’s Current Report
on Form 8-K filed on April 11, 2007, SEC File Number
001-16043.)
|
|
(4.17)
|
Form
of Preferred Stock Purchase Warrant to be issued to the Purchasers
pursuant to the Series B Preferred Stock and Warrant Purchase Agreement,
dated as of April 5, 2007. (Incorporated by reference to Exhibit
10.4 to
the Company’s Current Report on Form 8-K filed on April 11, 2007, SEC File
No. 001-16043.)
|
|
(5.1)
|
Opinion
of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. as to the
legality
of shares being registered.*
|
|
(23.1)
|
Consent
of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included
in
opinion of counsel filed as Exhibit 5.1).
|
|
(23.2)
|
Consent
of J.H. Cohn LLP. *
|
|
(24)
|
Power
of Attorney (set forth on the signature page of this Registration
Statement).
|
|
(99.1)
|
Synvista
Therapeutics, Inc. 2005 Stock Plan, as
amended.*
|