As filed with the Securities and Exchange Commission on June 24, 1998
Registration No. 333-8851
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________________
NORTH AMERICAN VACCINE, INC.
(Exact name of registrant as specified in its charter)
Canada 98-0121241
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
12103 Indian Creek Court
Beltsville, Maryland 20705
(301) 419-8400
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Daniel J. Abdun-Nabi, Esq.
Senior Vice President - Legal Affairs
and General Counsel
North American Vaccine, Inc.
12103 Indian Creek Court
Beltsville, Maryland 20705
(301) 419-8500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of correspondence to:
Thomas F. Cooney, III, Esq.
Sidney R. Smith, III, Esq.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
Second Floor
Washington, D.C. 20036-1800
<PAGE>
EXPLANATORY NOTE
North American Vaccine, Inc. (the "Registrant") is filing this
registration statement to de-register $46,175,000 in aggregate principal amount
of 6.50% Convertible Subordinated Notes ("Notes") issued under an Indenture,
dated May 7, 1996, between the Registrant and Marine Midland Bank, as Trustee
(the "Trustee") and an indeterminate number of shares of the Registrant's no par
value common stock ("Shares") issuable upon conversion of such Notes. The
Registrant initially registered the Notes and an indeterminate number of Shares
pursuant to a registration statement on Form S-3 filed with the Securities and
Exchange Commission on November 1, 1996 ("Registration Statement"). The Company
registered $86.25 million in aggregate principal amount of the Notes and an
indeterminate number of Shares issuable upon conversion of the Notes for resale
under the Registration Statement.
The Company wishes to de-register the remaining Notes and Shares issuable
thereunder as the Notes and the Shares became eligible for resale pursuant to
Rule 144(k) of the Securities Act of 1933, as amended ("Securities Act"), on May
7, 1998.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this post-effective amendment to its Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Beltsville, State of Maryland, on June 24, 1998.
NORTH AMERICAN VACCINE, INC.
By: /s/ Sharon Mates
-----------------
Name: Sharon Mates
Title: President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this post-effective amendment to the Registration Statement has been signed by
the following persons or by their designated attorney-in-fact in the capacities
and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Sharon Mates
- ------------------------ President June 24, 1998
Sharon Mates, Ph.D.
/s/ Lawrence J. Hineline
- ------------------------ Vice President-Finance June 24, 1998
Lawrence J. Hineline
Majority of the Board of Directors
- ------------------------ June __, 1998
Francesco Bellini, Ph.D.*
- ------------------------
Alain Cousineau* June __, 1998
- ------------------------
Jonathan Deitcher* June __, 1998
- ------------------------
Denis Dionne* June __, 1998
- ------------------------
Neil W. Flanzraich* June __, 1998
- ------------------------
Phillip Frost, M.D.* June __, 1998
- ------------------------
Lyle Kasprick* June __, 1998
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<PAGE>
- ------------------------
Sharon Mates, Ph.D. June __, 1998
- ------------------------
Francois Legault* June __, 1998
- ------------------------
Gervais Dionne June __, 1998
- ------------------------
Richard C. Pfenniger, Jr.* June __, 1998
*By:/s/ Sharon Mates
-----------------------
Sharon Mates, Ph.D, as
attorney-in-fact
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