As filed with the Securities and Exchange Commission on February 2, 1998
REGISTRATION NO. 333-31731
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COMMONWEALTH BIOTECHNOLOGIES, INC.
(Name of small business issuer in its charter)
Virginia 8733 56-1641133
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
incorporation or organization) Classification Code Number)
Commonwealth Biotechnologies, Inc. Commonwealth Biotechnologies, Inc.
911 East Leigh Street, Suite G-19 911 East Leigh Street, Suite G-19
Richmond, Virginia 23219 Richmond, Virginia 23219
(804) 648-3820 (804) 648-3820
(Address and telephone number of principal executive (Address of principal place of business or intended
offices) principal place of business)
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Commonwealth Biotechnologies, Inc.
911 East Leigh Street, Suite G-19
Richmond, Virginia 23219
Attention: Richard D. Freer, Ph.D., Chairman
(804) 648-3820
(Name, address and telephone number of agent for service)
Copies of communications to:
J. BENJAMIN ENGLISH, ESQ. JAMES J. WHEATON, ESQ.
LeClair Ryan, A Professional Corporation Willcox & Savage, P.C.
707 East Main Street, Suite 1100 1800 NationsBank Center
Richmond, Virginia 23219 Norfolk, Virginia 23510
(804) 783-2003 (757) 628-5619
On October 28, 1997, Commonwealth Biotechnologies, Inc., a Virginia
corporation (the "Company"), concluded its initial public offering (the
"Offering") of 1,015,000 shares of the Company's common stock, no par value per
share ("Common Stock"). In connection with the Offering, the Company registered
the resale of an aggregate of 541,370 shares of Common Stock to be issued by the
Company upon conversion of certain privately-placed, subordinated convertible
notes (the "Notes"). The 541,370 shares of Common Stock so registered assumed
the issuance of 41,370 shares of Common Stock as interest payable on the Notes.
On the Closing Date, Notes converted into an aggregate of 534,241 shares of
Common Stock, including 34,241 shares of Common Stock issued as interest on the
Notes. The Company hereby withdraws the registration of the 7,129 shares of
Common Stock reserved for issuance as interest on the Notes, but not issued in
connection with the conversion of the Notes.
SIGNATURES
In accordance with the requirements of the Securities Act, the Registrant
certifies that has reasonable grounds to believe that it meets all of the
requirements of filing on Form SB-2 and authorized this Post-Effective Amendment
No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, in the in the City of Richmond, Commonwealth of Virginia, on
February 2, 1998.
COMMONWEALTH BIOTECHNOLOGIES, INC.
By: /s/ Richard J. Freer, Ph.D.
Richard J. Freer, Ph.D.,
Chairman of the Board
Pursuant to the requirement of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Name Position Date
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/s/ Richard J. Freer, Ph.D. Chairman of the Board, February 2, 1998
Richard J. Freer, Ph.D. (Principal Executive
Officer) and Director
* President and Director February 2, 1998
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Robert B. Harris, Ph.D.
* Secretary, Vice President February 2, 1998
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Gregory A. Buck, Ph.D. and Director
* Vice President and Director February 2, 1998
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Thomas R. Reynolds
* Director February 2, 1998
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Charles A. Mills, III
* Director February 2, 1998
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Peter C. Einselen
* /s/ Richard J. Freer, Ph.D.
Attorney-in-Fact