UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8 REGISTRATION STATEMENT NO. 333-234409
TO FORM S-8 REGISTRATION STATEMENT NO. 333-230643
TO FORM S-8 REGISTRATION STATEMENT NO. 333-226746
TO FORM S-8 REGISTRATION STATEMENT NO. 333-221401
TO FORM S-8 REGISTRATION STATEMENT NO. 333-219758
TO FORM S-8 REGISTRATION STATEMENT NO. 333-214537
TO FORM S-8 REGISTRATION STATEMENT NO. 333-206208
TO FORM S-8 REGISTRATION STATEMENT NO. 333-190393
TO FORM S-8 REGISTRATION STATEMENT NO. 333-187258
TO FORM S-8 REGISTRATION STATEMENT NO. 333-168465
TO FORM S-8 REGISTRATION STATEMENT NO. 333-160317
TO FORM S-8 REGISTRATION STATEMENT NO. 333-152774
TO FORM S-8 REGISTRATION STATEMENT NO. 333-136370
TO FORM S-8 REGISTRATION STATEMENT NO. 333-122491
TO FORM S-8 REGISTRATION STATEMENT NO. 333-114465
TO FORM S-8 REGISTRATION STATEMENT NO. 333-52482
TO FORM S-8 REGISTRATION STATEMENT NO. 333-72531
TO FORM S-8 REGISTRATION STATEMENT NO. 333-59305
TO FORM S-8 REGISTRATION STATEMENT NO. 333-42161
TO FORM S-8 REGISTRATION STATEMENT NO. 333-07959
UNDER
THE SECURITIES ACT OF 1933
Endologix, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 000-28440 | 68-0328265 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
2 Musick, Irvine, CA 92618
(Address of Principal Executive Offices, including Zip Code)
Endologix, Inc. Amended and Restated 2015 Stock Incentive Plan
Endologix, Inc. 2017 Inducement Stock Incentive Plan
Endologix, Inc. Amended and Restated 2006 Employee Stock Purchase Plan
Non-Plan Inducement Stock Options
Non-Plan Inducement Restricted Stock Units
Endologix, Inc. 2015 Stock Incentive Plan
Endologix, Inc. 2006 Employee Stock Purchase Plan
Endologix, Inc. 2006 Stock Incentive Plan
Radiance Medical Systems, Inc. 1997 Stock Option Plan
1997 Supplemental Stock Option Plan
1996 Stock Option/Stock Issuance Plan
Employee Stock Purchase Plan (Full title of the plans)
John Onopchenko
Chief Executive Officer
2 Musick
Irvine, CA 92618
(949) 595-7200
(Name, address and telephone number, including area code, of agent for service)
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):
Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☒ | |||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (this “Post-Effective Amendment”) relates to each of the following Registration Statements on Form S-8 (the “Registration Statements”) of Endologix, Inc., a Delaware corporation (“Endologix”, or the “Company”), which have been previously filed with the U.S. Securities and Exchange Commission (the “SEC”), to deregister any and all remaining securities available for issuance under the Registration Statements:
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As previously disclosed, on September 16, 2020, the United States Bankruptcy Court for the Northern District of Texas (the “Court”) entered an order (the “Confirmation Order”) confirming the Debtors’ Third Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code [Docket No. 390] (the “Plan”) of Endologix and certain of its affiliates (together with Endologix, the “Debtors”). On October 1, 2020 (the “Effective Date”), the Plan became effective in accordance with its terms and the Debtors have emerged from Chapter 11 protection. On the Effective Date, by operation of the Plan, all agreements, instruments and other documents evidencing any equity interest of Endologix, including outstanding shares of existing equity interests of Endologix, and any rights of any holders thereof were deemed canceled, discharged and of no further force or effect. Accordingly, the Company is filing this Post-Effective Amendment to remove from registration any and all securities registered under the Registration Statements which remained unsold as of the Effective Date.
The foregoing description of the Plan does not purport to be complete and is qualified in their entirety by reference to the full text of the Plan, which was filed as Exhibit 2.2 to the Company’s Current Report on Form 8-K dated September 22, 2020.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on October 1, 2020.
ENDOLOGIX, INC. | ||||||
Date: October 1, 2020 | By: | /s/ John Onopchenko | ||||
John Onopchenko | ||||||
Chief Executive Officer |
Note: No other person is required to sign this post-effective amendment in reliance on Rule 478 of the Securities Act of 1933, as amended.